1995-222 AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER TO
EXECUTE A PROFESSIONAL SERVICES CONTRACT WITH CORGAN ASSOCIATES
INC. FOR ARCHITECTURAL SERVICES FOR RENOVATION OF THE MUNICIPAL
BUILDING FOR THE CITY OF DENTON; AUTHORIZING THE EXPENDITURE OF
FUNDS THEREFORE; AND PROVIDING AN EFFECTIVE DATE.
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION I. That the City Manager is authorized to execute
a professional services contract between the City of Denton and
Corgan Associates Inc. relating to Architectural Services for
Renovation of the Municipal Building, under the terms and
conditions, contained in said professional services contract, which
is attached hereto and made a part hereof.
SECTION II. That the City Council hereby authorizes the
expenditure of funds in the manner and amount as specified in the
professional services contract.
SECTION III. That this ordinance shall become effective
immediately upon its passage and approval.
PASSED AND APPROVED this the ~'~ day of ~ ,
1995.
BOB CASTLEBERRRY, ~YO~
/
ATTEST:
JENNIFER WA,LTERS, CItY SECRETARY
APPROVED AS TO LEGAL FORM:
HERBERT L. PROUTY, CITY ATTORNEY
PROF. O~D
AAA03A7C
.:
:~:~:. .~':~I~ 1~ ]99~ A~.REEMENT BETWEEN THE CITY OF DENTON
~3~L~'~r : -¥~'~I AND CORGAN ASSOCIATES, INC.
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This Agreement made as o£ the seventh day of November, 1995
between the city of Denton, Texas, hereinafter referred to as
"Owner" and Corgan Associates, Inc. hereinafter referred to as
"Architect" for the following Project: Renovation of Municipal
Building. The Owner and Architect agree as set forth below.
ARTICLE 1
ARCHITECT'S RESPONSIBILITIES
1.1 ARCHITECT'S SERVICES
1.1.1 The Architect's services consist of those services
performed by the Architect, Architect's employees and Architect's
consultants as enumerated in Articles 2 and 3 of this Agreement and
any other services included in Article 11.
1.1.2 The Architect's services shall be performed as
expeditiously as is consistent with a very high standard of
professional skill and care and the orderly progress of the Work.
Upon request of the Owner, the Architect shall submit for the
Owner's approval a schedule for the performance of the Architect's
services which may be adjusted as the Project proceeds, and shall
include allowances for periods of time required for the Owner's
review and for approval of submissions by authorities having
jurisdiction over the Project. Time limits established by this
schedule and approved by the Owner shall not, except for reasonable
cause, be exceeded by the Architect or Owner, and any adjustments
to this schedule shall be mutually acceptable.
1.1.3 The services covered by this Agreement are subject to
the time limitations contained in Subparagraph 10.4.1.
ARTICLE 2
SCOPE OF ARCHITECT'S BASIC SERVICES
2.1 DEFINITION
2.1.1 The Architect's Basic Services consist of those
described in Paragraphs 2.2 through 2.6 and any other services
identified in Article 11 as part of Basic Services, and include
without limitation normal structural, mechanical and electrical
engineering services and any other engineering services necessary
to produce a complete and accurate set of Construction Documents,
as described by and required in Paragraph 2.4.
PAGE 1
2.2 SCHEMATIC DESIGN PHASE
2.2.1 The Architect in consultation with the Owner shall
develop a written program for the Project to ascertain Owner's
needs and to establish the requirements for the Project.
2.2.2 The Architect shall provide a preliminary evaluation of
the Owner's program, construction schedule and construction budget
requirements, each in terms of the other, subject to the
limitations set forth in Subparagraph 5.2.1.
2.2.3 The Architect shall review with the Owner alternative
approaches to design and construction of the Project.
2.2.4 Based on the mutually agreed-upon program, schedule and
construction budget requirements, the Architect shall prepare, for
approval by the Owner, Schematic Design Documents consisting of
drawings and other documents illustrating the scale and
relationship of Project components. The Schematic Design shall
contemplate compliance with all applicable laws, statutes,
ordinances, codes and regulations.
2.2.5 The Architect shall submit to the Owner a preliminary
detailed estimate of Construction Cost based on current area,
volume or other unit costs and which indicates the cost of each
category of work involved in constructing the Project and establish
an elapsed time factor for the period of time from the commencement
to the completion of construction.
2.3 DESIGN DEVELOPMENT PHASE
2.3.1 Based on the approved Schematic Design Documents and
any adjustments authorized by the Owner in the program, schedule or
construction budget, the Architect shall prepare for approval by
the Owner, Design Development Documents consisting of drawings and
other documents to fix and describe the size and character of the
Project as to architectural, structural, mechanical and electrical
systems, materials and such other elements as may be appropriate,
which shall comply with all applicable laws, statutes, ordinances,
codes and regulations. Notwithstanding Owner's approval of the
documents, Architect shall prepare documents and specifications
sufficient and adequate to fulfill the purposes of the project.
2.3.2 The Architect shall advise the Owner of any adjustments
to the preliminary estimate of Construction Cost in a further
Detailed Statement as described in Paragraph 2.2.5.
2.4 CONSTRUCTION DOCUMENTS PHASE
2.4.1 Based on the approved Design Development Documents and
any further adjustments in the scope or quality of the Project or
in the construction budget authorized by the Owner, the Architect
shall prepare, for approval by the Owner, Construction Documents
consisting of Drawings and Specifications setting forth in detail
PAGE 2
requirements for the construction of the Project, which shall
comply with all applicable laws, statutes, ordinances, codes,
regulations including, without limitation, the latest ADA state and
federal requirements. All state and federal requirements shall be
submitted by the architect and gain approval before the bidding
process.
2.4.2 The Architect shall assist the Owner in the preparation
of the necessary bidding information, bidding forms, the Conditions
of the contract, and the form of Agreement between the Owner and
contractor.
2.4.3 The Architect shall advise the Owner of any adjustments
to previous preliminary estimates of Construction Cost indicated by
changes in requirements or general market conditions.
2.4.4 The Architect shall assist the Owner in connection with
the Owner's responsibility for filing documents required for the
approval of governmental authorities having jurisdiction over the
Project.
2.5 BIDDING
2.5.1 The Architect, following the Owner's approval of the
Construction Documents and of the latest preliminary estimate of
Construction Cost, shall assist the Owner in obtaining bids and
assist in awarding and preparing contracts for construction.
2.5.2 If the lowest bid for the construction of the Project
exceeds the total construction cost of the Project as set forth in
the approval Detailed Statement of Probable Construction Costs of
the Projects submitted by the Architect, then the Architect, as its
sole cost and expense, shall revise the Construction Documents as
may be required by the City to reduce or modify the quantity or
quality of the work so that the total construction cost of the
Project will not exceed the total construction cost set forth in
the approved Detailed Statement of Probable Construction Costs.
The project shall be bid with a written statement requiring the
contractor and subcontractors to sign an agreement to participate
in a partnering construction relationship with the City and the
Architect.
2.6 CONSTRUCTION PHASE - ADMINISTRATION OF THE CONSTRUCTION
CONTRACT
2.6.1 The Architect's responsibility to provide Basic
Services for the Construction Phase under this Agreement commences
with the award of the Contract for Construction and terminates at
the issuance to the Owner of the final Certificate for Payment,
unless extended under the terms of Subparagraph 9.3.3.
2.6.2 The Architect shall provide detailed administration of
the Contract for Construction as set forth below and in the edition
of AIA document A201, General Conditions of the Contract for
PAGE 3
Construction, current as of the date of this Agreement, unless
otherwise provided in this Agreement.
2.6.3 Construction Phase duties, responsibilities and
limitations of authority of the Architect shall not be restricted,
modified or extended without written agreement of the Owner and
Architect.
2.6.4 The Architect shall be a representative of and shall
advise and consult with the Owner (1) during construction, and (2)
as an Additional Service at the Owner's direction from time to time
during the warranty period described in the Contract for
Construction, i.e. one year. The Architect shall have authority to
act on behalf of the Owner only to the extent provided in this
AgFeement unless otherwise modified by written instrument.
2.6.5 The Architect shall observe the construction site at
least two times a week, regardless of whether construction is in
progress, to become familiar with the progress and quality of the
Work completed and to determine if the Work is being performed in
a manner indicating that the Work when completed will be in
accordance with the Contract Documents. Provided, however,
Architect shall not be required to make continuous on-site
inspections to check the work. Architect shall provide Owner a
written report subsequent to each on-site visit. On the basis of
on-site observations as an architect, the Architect shall keep the
Owner informed of the progress and quality of the Work, and shall
exercise the utmost care and diligence in discovering and promptly
reporting to the Owner any defects or deficiencies in the work of
Contractor or any subcontractors. The Architect represents that he
will follow the highest professional standards in performing all
services under this Agreement. Any defective designs or
specifications furnished by the Architect will be promptly
corrected by the Architect at no cost to the Owner. The Owner's
approval, acceptance, use of or payment for all or any part of the
Architect's services hereunder or of the Project itself shall in no
way alter the Architect's obligations or the Owner's rights
hereunder.
2.6.6 The Architect shall not have control over or charge of
and shall not be responsible for construction means, methods,
techniques, sequences or procedures, or for safety precautions and
programs in connection with the Work. The Architect shall not be
responsible for the Contractor's schedules or failure to carry out
the Work in accordance with the Contract Documents except insofar
as such failure may result from Architect's acts or omissions. The
Architect shall not have control over or charge of acts or
omissions of the Contractor, Subcontractors, or their agents or
employees, or of any other persons performing portions of the Work.
2.6.7 The Architect shall at all times have access to the
Work wherever it is in preparation or progress.
PAGE 4
2.6.8 Except as may otherwise be provided in the Contract
Documents or when direct communications have been specially
authorized, the Owner and Contractor shall communicate through the
Architect. Communications by and with the Architect's consultants
shall be through the Architect.
2.6.9 Based on the Architect's observations at the site of
the work and evaluations of the Contractor's Applications for
Payment, the Architect shall review and certify the amounts due the
Contractor.
2.6.10 The Architect's certification for payment shall
constitute a representation to the Owner, based on the Architect's
observations at the site as provided in Subparagraph 2.6.5 and on
th~ data comprising the Contractor's Application for Payment, that
the Work has progressed to the point indicated and that the quality
of the Work is in accordance with the Contract Documents. The
foregoing representations are subject to minor deviations from the
contract Documents correctable prior to completion and to specific
qualifications expressed by the Architect. The issuance of a
Certificate for Payment shall further constitute a representation
that the Contractor is entitled to payment in the amount certified.
However, the issuance of a Certificate for Payment shall not be a
representation that the Architect has (1) made exhaustive or
continuous on-site inspections to check the quality or quantity of
the Work, (2) reviewed construction means, methods, techniques,
sequences or procedures, (3) reviewed copies of requisitions
received from Subcontractors and material suppliers and other data
requested by the Owner to substantiate the Contractor,s right to
payment or (4) ascertained how or for what purpose the Contractor
has used money previously paid on account of the Contract Sum.
2.6.11 The Architect shall have the responsibility and
authority to reject Work which does not conform to the Contract
Documents. Whenever the Architect considers it necessary or
advisable for implementation of the intent of the Contract
Documents, the Architect will have authority to require additional
inspection or testing of the Work in accordance with the provisions
of the Contract Documents, whether or not such Work is fabricated,
installed or completed. However, neither this authority of the
Architect nor a decision made in good faith either to exercise or
not exercise such authority shall give rise to a duty or
responsibility of the Architect to the Contractor, Subcontractors,
material and equipment suppliers, their agents or employees or
other persons performing portions of the Work.
2.6.12 The Architect shall review and approve or take other
appropriate action upon Contractor's submittals such as Shop
Drawings, Product Data and Samples for the purpose of (1)
compliance with applicable laws, statutes, ordinances and codes;
and (2) determining whether or not the Work, when completed, will
be in compliance with the requirements of the Contract Documents.
The Architect's action shall be taken with such reasonable
promptness to cause no delay in the Work or in the construction of
PAGE 5
the Owner or of separate contractors, while allowing sufficient
time in the Architect's professional judgment to permit adequate
review. Review of such submittals is not conducted for the purpose
of determining the accuracy and completeness of other details such
as dimensions and quantities or for substantiating instructions for
installation or performance of equipment or systems designed by the
Contractor, all of which remain the responsibility of the
Contractor to the extent required by the Contract Documents. The
Architect's review shall not constitute approval of safety
precautions or, unless otherwise specifically stated by the
Architect, of construction means, methods, techniques, sequences or
procedures. The Architect's approval of a specific item shall not
indicate approval of an assembly of which the item is a component.
When professional certification of performance characteristics of
materials, systems or equipment is required by the Contract
Documents, the Architect shall be entitled to rely upon such
certification to establish that the materials, systems or equipment
will meet the performance criteria required by the Contract
Documents.
2.6.13 The Architect shall prepare Change Orders and
Construction Change Directives, with supporting documentation and
data if deemed necessary by the Architect as provided in
Subparagraphs 3.1.1 and 3.3.3, for the Owner's approval and
execution in accordance with the Contract Documents, and may
authorize minor changes in the Work not involving an adjustment in
the Contract Sum or an extension of the Contract Time which are not
inconsistent with the intent of the Contract Documents.
2.6.14 On behalf of the Owner, the Architect shall conduct
inspections to determine the dates of Substantial Completion and
Final Completion, and shall issue Certificates of Substantial and
Final Completion. The Architect shall also make observation within
thirty (30) days of the expiration of the one year warranty period
under the performance bond or one year from the date of final
completion and shall immediately advise the Owner in writing of any
defects in workmanship and material so that the Owner may make an
appropriate claim under the bond. The Architect will receive and
review written guarantees and related documents required by the
Contact Documents and assembled by the Contractor and shall issue
a final certificate for Payment.
2.6.15 The Architect shall interpret and provide
recommendations on matters concerning performance of the Owner and
Contractor under the requirements of the Contract Documents on
written request of either the Owner or Contract. The Architect's
response to such requests shall be made with reasonable promptness
and within any time limits agreed upon.
2.6.16 Interpretations and decisions of the Architect shall be
consistent with the intent of and reasonably inferable from the
Contract Documents and shall be in writing or in the form of
drawings. When making such interpretations and initial decisions,
the Architect shall endeavor to secure faithful performance by both
PAGE 6
Owner and Contractor, shall not show partiality to either, and
shall not be liable for results for interpretations or decisions so
rendered in good faith in accordance with all the requirements of
the Owner-Architect Agreement and in the absence of negligence.
2.6.17 The Architect shall render written decisions within a
reasonable time on all claims, disputes or other matters in
question between the Owner and Contractor relating to the execution
or progress of the Work as provided in the Contract Documents.
2.6.18 The Architect (1) shall render services under the
Agreement in accordance with the highest professional standards
prevailing in the metroplex area; (2) will reimburse the Owner for
all_damages ~aused by the defective designs the Architect prepares;
and (3) by acknowledging payment by the Owner of any fees due,
shall not be released from any rights the Owner may have under the
Agreement or diminish any of the Architect's obligations
thereunder.
2.6.19 The Architect shall provide the Owner with one set of
reproducible prints showing all significant changes to the
Construction Documents during the Construction Phase and shall also
provide the Owner with one set of reproducible as-built Drawings
for the Owner's file.
ARTICLE 3
ADDITIONAL SERVICES
3.1 GENERAL
3.1.1 The services described in this Article 3 are not
included in Basic Services unless so identified in Article 2 or 11,
and they shall be paid for by the Owner as provided in this
Agreement, in addition to the compensation for Basic Services. The
services described under Paragraphs 3.2 and 3.4 shall only be
provided if authorized or confirmed in writing by the Owner. If
services described under Contingent Additional Services in
Paragraph 3.3 are required due to circumstances beyond the
Architect's control, the Architect shall notify the Owner prior to
commencing such services. If the Owner deems that such services
described under Paragraph 3.3 are not required, the Owner shall
give prompt written notice to the Architect. If the Owner
indicates in writing that all or part of such Contingent Additional
Services are not required, the Architect shall have no obligation
to provide those services. Owner will be responsible for
compensating the Architect for Contingent Additional Services only
if they are not required due to the negligence or fault of
Architect.
PAGE 7
3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES
3.2.1 If more extensive representation at the site than is
described in Subparagraph 2.6.5 is required, the Architect shall
provide one or more Project Representatives to assist in carrying
out such additional on-site responsibilities.
3.2.2 Project Representatives shall be selected, employed and
directed by the Architect, and the Architect shall be compensated
therefor as agreed by the Owner and Architect. The duties,
responsibilities and limitations of authority of Project
Representatives shall be as described in the edition of AIA
Document B352 current as of the date of this Agreement, unless
otherwise agreed.
3.2.3 Through the observations by such Project
Representatives, the Architect shall endeavor to provide further
protection for the Owner against defects and deficiencies in the
Work, but the furnishing of such project representation shall not
modify the rights, responsibilities or obligations of the Architect
as described elsewhere in this Agreement.
3.3 CONTINGENT ADDITIONAL SERVICES
3.3.1 Making material revisions in Drawings, Specifications
or other documents when such revisions are:
1. inconsistent with approvals or instructions
previously given by the Owner, including revisions
made necessary by adjustments in the Owner's
program or Project budget;
2. required by the enactment or revision of codes,
laws or regulations subsequent to the preparation
of such documents; or
3. due to changes required as a result of the Owner's
failure to render decision in a timely manner.
3.3.2 Providing services required because of significant
changes in the Project including, but not limited to, size,
quality, complexity, the Owner's schedule, or the method of bidding
and contracting for construction, except for services required
under Subparagraph 5.2.5.
3.3.3 Preparing Drawings, Specifications and other
documentation and supporting data, and providing other services in
connection with Change Orders and Construction Change Directives.
3.3.4 Providing consultation concerning replacement of Work
damaged by fire or other cause during construction, and furnishing
services required in connection with the replacement of such Work.
PAGE 8
3.3.5 Providing services made necessary by the default of the
Contractor, by major defects or deficiencies in the Work of the
Contractor.
3.3.6 Providing services in evaluating an extensive number of
claims submitted by the Contractor or others in connection with the
Work.
3.3.7 Providing services in connection with a public hearing,
arbitration proceeding or legal proceeding except where the
Architect is party thereto.
3.3.8 Preparing documents for alternate, separate or
sequential bids or providing services in connection with bidding,
or construction prior to the completion of the Construction
Documents Phase.
3.4 OPTIONAL ADDITIONAL SERVICES
3.4.1 Providing financial feasibility or other special
studies.
3.4.2 Providing planning surveys, site evaluations or
comparative studies of prospective sites.
3.4.3 Providing special surveys, environmental studies and
submissions required for approvals of governmental authorities or
others having jurisdiction over the Project.
3.4.4 Providing services relative to future facilities,
systems and equipment.
3.4.5 Providing services to investigate existing conditions
or facilities or to make measured drawings thereof.
3.4.6 Providing services to verify the accuracy of drawings
or other information furnished by the Owner.
3.4.7 Providing coordination of construction performed by
separate contractors or by the Owner's own forces and coordination
of services required in connection with construction performed and
equipment supplied by the Owner.
3.4.8 Providing services in connection with the work of a
construction manager or separate consultants retained by the Owner.
3.4.9 Providing detailed quantity surveys or inventories of
material, equipment and labor.
3.4.10 Providing analyses of owning and operating costs.
3.4.11 Providing interior design and other similar services
required for or in connection with the selection, procurement or
installation of furniture, furnishings and related equipment.
PAGE 9
3.4.12 Making investigations, inventories of materials or
equipment, or valuations and detailed appraisals of existing
facilities.
3.4.13 Providing assistance in the utilization of equipment or
systems such as testing, adjusting and balancing, preparation of
operation and maintenance manuals, training personnel for operation
and maintenance and consultation during operation.
3.4.14 Providing services other than as provided in
Section 2.6.14 of Article 2 and No. 4 of Article 11, after issuance
to the Owner of the final Certificate for Payment, or in the
absence of a final Certificate for Payment, more than sixty (60)
day~ after the date of Substantial Completion of the Work.
3.4.15 Providing services of consultants for other than
architectural, structural, mechanical and electrical engineering
portions of the Project provided as a part of Basic Services.
3.4.16 Providing any other services not otherwise included in
this Agreement or not customarily furnished in accordance with
generally accepted architectural practice.
3.4.17 Preparing a set of reproducible record drawings showing
significant changes in the Work made during construction based on
marked-up prints, drawings and other data furnished by the
Contractor to the Architect. (This is for drawings prepared in
addition to those called for in Section 2.6.19.)
ARTICLE 4
OWNER'S RESPONSIBILITIES
4.1 The Owner shall consult with the Architect regarding
requirements for the Project, including (1) the Owner's objectives,
(2) schedule and design constraints and criteria, including space
requirements and relationships, flexibility, expandability, special
equipment, systems and site requirements, as more specifically
described in Paragraph 2.2.1.
4.2 The Owner shall establish and update an overall budget
for the Project, including the Construction Cost, the Owner's other
costs and reasonable contingencies related to all of these costs.
4.3 If requested by the Architect, the Owner shall furnish
evidence that financial arrangements have been made to fulfill the
Owner's obligations under this Agreement.
4.4 The Owner shall designate a representative authorized
to act on the Owner's behalf with respect to the Project. The
Owner or such authorized representative shall render decisions in
a timely manner pertaining to documents submitted by the Architect
PAGE 10
in order to avoid unreasonable delay in the orderly and sequential
progress of the Architect's services.
4.5 The Owner shall furnish surveys describing physical
characteristics, legal limitations and utility locations for the
site of the Project, and a written legal description of the site.
The surveys and legal information shall include, as applicable,
grades and lines of streets, alleys, pavements and adjoining
property and structures; adjacent drainage; rights-of-way,
restrictions, easements, encroachments, zoning, deed restrictions,
boundaries and contours of the site; locations, dimensions and
necessary data pertaining to existing buildings, other improvements
and trees; and information concerning available utility services
and_ lines, both public and private, above and below grade,
including inverts and depths. All the information on the survey
shall be referenced to a project benchmark.
4.6 The Owner shall furnish the services of geotechnical
engineers when such services are requested by the Architect. Such
services may include but are not limited to test borings, test
pits, determinations of soil bearing values, percolation tests,
evaluations of hazardous materials, ground corrosion and
resistivity tests, including necessary operations for anticipating
sub-soil conditions, with reports and appropriate professional
recommendations.
4.6.1 The Owner shall furnish the services of other
consultants when such services are reasonably required by the scope
of the Project and are requested by the Architect and are not
retained by the Architect as part of his Basic Services.
4.7 The Owner shall furnish structural, mechanical,
chemical, air and water pollution tests, tests of hazardous
materials, and other laboratory and environmental tests,
inspections and reports required by law or the Contract Documents.
4.8 The Owner shall furnish all legal, accounting and
insurance counseling services as may be necessary at any time for
the Project, including auditing services the Owner may require to
verify the Contractor's Applications for Payment or to ascertain
how or for what purposes the Contractor has used the money paid by
or on behalf of the Owner.
4.9 The services, information, surveys and reports required
by Paragraphs 4.5 through 4.8 shall be furnished at the Owner's
expense, and the Architect shall be entitled to rely upon the
accuracy and completeness thereof in the absence of any negligence
on the part of the Architect. Nothing in this contract shall
relieve the Architect from the responsibility for services
performed which were inadequate because they were based on
information furnished by the City that an Architect exercising
reasonable care and skill would have determined was inaccurate.
PAGE 11
4.10 Prompt written notice shall be given by the Owner to
the Architect if the Owner becomes aware of any fault or defect in
the Project or nonconformance with the Contract Documents.
4.11 The proposed language of certificates or certifications
requested of the Architect or Architect's consultants shall be
submitted to the Architect for review and approval at least
fourteen (14) days prior to execution. The Owner shall not request
certifications that would require knowledge or services beyond the
scope of this Agreement.
ARTICLE 5
CONSTRUCTION COST
5.1 DEFINITION
5.1.1 The Construction Cost shall be the total cost or
estimated cost to the Owner of all elements of the Project designed
or specified by the Architect.
5.1.2 The Construction Cost shall include the cost at current
market rates of labor and materials furnished by 'the Owner and
equipment designed, specified, selected or specially provided for
by the Architect, plus a reasonable allowance for the Contractor's
overhead and profit. In addition, a reasonable allowance for
contingencies shall be included for market conditions at the time
of bidding and for changes in the Work during construction.
5.1.3 Construction Cost does not include the compensation of
the Architect and Architect's consultants, the costs of the land,
rights-of-way, financing or other costs which are the
responsibility of the Owner as provided in Article 4.
5.2 RESPONSIBILITY FOR CONSTRUCTION
5.2.1 Evaluations of the Owner's Project budget, preliminary
estimates of Construction Cost and detailed estimates of
Construction Cost, if any, prepared by the Architect, represent the
Architect's best judgment as a design professional familiar with
the construction industry. It is recognized, however, that neither
the Architect nor the Owner has control over the cost of labor,
materials or equipment, over the Contractor's methods of
determining bid prices, or over competitive bidding or market
conditions. Accordingly, the Architect cannot and does not warrant
or represent that bids will not vary from the Owner's Project
budget or from any estimate of Construction Cost or evaluation
prepared or agreed to by the Architect.
5.2.2 No fixed limit of Construction Cost shall be
established as a condition of this Agreement by the furnishing,
proposal or establishment of a Project budget, unless such fixed
limits has been agreed upon in writing and signed by the parties
PAGE 12
thereto. If such a fixed limit has been established, the Architect
shall be permitted to include contingencies for design, bidding and
price escalation, to determine what materials, equipment, component
systems and types of construction are to be included in the
Contract Documents, to make reasonable adjustments in the scope of
the Project and to include in the Contract Documents alternate bids
to adjust the Construction Cost to the fixed limit. Fixed limits,
if any, shall be increased in the amount of an increase in the
Contract Sum occurring after execution of the Contract for
Construction.
5.2.3 If the Bidding Phase has not commenced within ninety
(90) days after the Architect submits the Construction Documents to
the-Owner, any Project budget or fixed limit of Construction Cost
shall be adjusted to reflect changes in the general level of prices
in the construction industry between the date of submission of the
Construction Documents to the Owner and the date on which proposals
are sought.
5.2.4 If a fixed limit of Construction Cost (adjusted as
provided in Subparagraph 5.2.3) is exceeded by the lowest bona fide
bid, the Owner shall:
1. give written approval of an increase in such fixed
limit;
2. authorize rebidding or renegotiating of the
Project within a reasonable time;
3. if the Project is abandoned, terminate in
accordance with Paragraph 7.3; or
4. cooperate in revising the Project scope and
quality as required to reduce the Construction
Cost.
5.2.5 If the Owner chooses to proceed under Clause 5.2.4.4.
the Architect, without additional charge, shall modify the Contract
Documents as necessary to comply with the fixed limit, at the
Architect's sole cost and expense in accordance with Clause 2.5.2.
The modification of Contract Documents shall be the limit of the
Architect's responsibility arising out of the establishment of a
fixed limit. The Architect shall be entitled to compensation in
accordance with this Agreement for all services performed whether
or not the Construction Phase is commenced.
ARTICLE 6
USE OF ARCHITECT'S DRAWINGS,
SPECIFICATIONS AND OTHER DOCUMENTS
6.1 The Drawings, Specifications and other documents
prepared by the Architect for this Project are instruments of the
PAGE 13
Architect's service for use solely with respect to this Project
and, unless otherwise provided, the Architect shall be deemed the
author of these documents and shall retain all common law,
statutory and other reserved rights, including the copyright. The
Owner shall be permitted to retain copies, including reproducible
copies, of the Architect's Drawings, Specifications and other
documents for information and reference in connection with the
Owner's use and occupancy of the Project. The Architect's
Drawings, Specifications or other documents shall not be used by
the Owner or others on other projects or for completion of this
Project by others, unless the Project, or any phase thereof, of the
Project is complete, Architect is in default of this Agreement, or
this Agreement is terminated, at which time such documents become
property of the City of Denton which allows Owner freedom to use
such documents.
6.2 Submission or distribution of documents to meet
official regulatory requirements or for similar purposes in
connection with the Project is not to be construed as publication
in derogation of the Architect's reserved rights.
ARTICLE 7
TERMINATION, SUSPENSION OR ABANDONMENT
7.1 This Agreement may be terminated by either party upon
not less than seven (7) days' written notice should the other party
fail substantially to perform in accordance with the terms of this
Agreement through no fault of the party initiating the termination.
7.15 The City of Denton may terminate This Agreement after
the completion of each basic service phase, as set forth in
Article 10.1.2 hereof, upon written notice to the Architect.
7.2 If the Project is suspended by the Owner for more than
thirty (30) consecutive days, the Architect shall be compensated
for services performed prior to notice of such suspension. When
the Project is resumed, the Architect's compensation shall be
equitably adjusted to provide for expenses incurred in the
interruption and resumption of the Architect's services.
7.3 This Agreement may be terminated by the Owner upon not
less than seven (7) days' written notice to the Architect in the
event that the Project is permanently abandoned. If the Project is
abandoned by the owner for more than ninety (90) consecutive days,
the Architect or the Owner may terminate this Agreement by giving
written notice.
7.4 Failure of the Owner to make payments to the Architect
in accordance with this Agreement shall be considered substantial
nonperformance and cause for termination.
PAGE 14
7.5 If the Owner fails to make payment to Architect within
thirty (30) days of receipt of a statement for services properly
performed, the Architect may, upon seven (7) days' written notice
to the Owner, suspend performance of services under this Agreement.
Unless payment in full is received by the Architect within seven
(7) days of the date of the notice, the suspension shall take
effect without further notice. In the event of a suspension of
services, the Architect shall have no liability to the Owner for
delay or damage caused the Owner because of such suspension of
services.
7.6 In the event of termination not the fault of the
Architect, the Architect shall be compensated for services properly
performed prior to termination.
ARTICLE 8
MISCELLANEOUS PROVISIONS
8.1 This Agreement shall be governed by the laws of the
State of Texas.
8.2 Terms in this Agreement shall have the same meaning as
those in AIA Document A201, General Conditions of the Contract for
Construction, current as of the date of this Agreement.
8.3 The Owner and Architect, respectively, bind themselves,
their partners, successors, assigns and legal representatives to
the other party to this Agreement and to the partners, successors,
assigns and legal representatives of such other party with respect
to all covenants of this Agreement. Neither Owner nor Architect
shall assign this Agreement without the written consent of the
other.
8.4 This Agreement represents the entire and integrated
agreement between the Owner and Architect and supersedes all prior
negotiations, representations or agreements, either written or
oral. This Agreement may be amended only by written instrument
signed by both Owner and Architect.
8.5 Nothing contained in this Agreement shall create a
contractual relationship with or a cause of action in favor of a
third party against either the Owner or Architect.
8.6 Unless otherwise provided in this Agreement, the
Architect and Architect's consultants shall have no responsibility
for the discovery, presence, handling, removal or disposal of or
exposure of persons to hazardous materials in any form at the
Project site, including but not limited to asbestos, asbestos
products, polychlorinated biphenyl (PCB) or other toxic substances,
provided, however, Architect shall have the responsibility to and
shall report to the Owner the location of any hazardous material
PAGE 15
that an Architect of similar skill and expertise should have
noticed.
8.7 Upon receipt of prior written approval of Owner, the
Architect shall have the right to include representations of the
design of the Project, including photographs of the exterior and
interior, among the Architect's promotional and professional
materials. The Architect's materials shall not include the Owner's
confidential or proprietary information if the Owner has previously
advised the Architect in writing of the specific information
considered by the Owner to be confidential or proprietary. The
Owner shall provide professional credit for the Architect on the
construction sign and in the promotional materials for the Project.
8.8 Architect shall have knowledge in, experience in, and
willing to participate/conduct in partnering construction.
Partnering construction is defined as: "a long-term commitment
between two or more organizations for the purpose of achieving
specific business objectives by maximizing the effectiveness of
each participant's resources. The relationship is based on trust,
dedication to common goals, and an understanding of each other's
individual expectations, values, roles and responsibilities."
8.9 The Owner shall have the right to review and approve
personnel assigned to specific roles in the performance of this
project. Architect agrees that this is a personal services
contract and that the key persons who shall be performing most of
the work shall be Brent Byers and Lou Wolfe. But, with Owner's
permission, Architect may use other qualified and competent members
of their firm to perform the work.
ARTICLE 9
PAYMENTS TO THE ARCHITECT
9.1 DIRECT PERSONNEL EXPENSE
9.1.1 Direct Personnel Expense is defined as the direct
salaries of the Architect's personnel engaged on the Project and
the portion of the cost of their mandatory and customary
contributions and benefits related thereto, such as employment
taxes and other statutory employee benefits, insurance, sick leave,
holidays, vacations, pensions and similar contributions and
benefits.
9.2 REIMBURSABLE EXPENSES - NEED TO BE PRE-APPROVED
9.2.1 Reimbursable Expenses are in addition to compensation
for Basic and Additional Services and include expenses incurred by
the Architect and Architect's employees and consultants in the
interest of the Project, as identified in the following Clauses.
PAGE 16
9.2.1.1 Expense of transportation in connection with the
Project; expenses in connection with authorized out-of-town travel;
long-distance communications; and fees paid for securing approval
of authorities having jurisdiction over the Project.
9.2.1.2 Expense of reproductions, postage and handling of
Drawings, Specifications and other documents.
9.2.1.3 If authorized in advance by the Owner, expense of
overtime work requiring higher than regular rates.
9.2.1.4 Expense of renderings, models and mock-ups requested by
the Owner.
9.2.1.5 Expense of additional insurance coverage or limits,
including professional liability insurance, requested by the Owner
in excess of that normally carried by the Architect and Architect's
consultants.
9.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES
9.3.1 Subsequent payments for Basic Services shall be made
monthly and, where applicable, shall be in proportion to services
performed within each phase of service, on the basis set forth in
Subparagraph 10.2.2.
9.3.2 If and to the extent that the time initially
established in Subparagraph 10.4.1 of this Agreement is exceeded or
extended through no fault of the Architect, compensation for any
services rendered during the additional period of time shall be
computed in the manner set forth in Subparagraph 10.2.3.
9.3.3 When compensation is based on a percentage of
Construction Cost and any portions of the Project are deleted or
otherwise not constructed, compensation for those portions of the
Project shall be payable to the extent services are performed on
those portions, in accordance with the schedule set forth in
Subparagraph 10.2.2 based on (1) the lowest bona fide bid or (2) if
no such bid or proposal is received, the most recent preliminary
estimate of Construction Cost or detailed estimate of Construction
Cost for such portions of the Project.
9.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES
9.4.1 Payments on account of the Architect's Additional
Services and for Reimbursable Expenses shall be made monthly upon
presentation of the Architect's statement of services rendered or
expenses incurred.
9.5 PAYMENTS WITHHELD
9.5.1 No deductions shall be made from the Architect's
compensation on account of penalty, liquidated damages or other
sums withheld from payments to contractors, or on account of the
PAGE 17
cost of changes in the Work other than those for which the
Architect is responsible.
9.6 ARCHITECT'S ACCOUNTING RECORDS
9.6.1 Records of Reimbursable Expenses and expenses
pertaining to Additional Services and services performed on the
basis of a multiple of Direct Personnel Expense shall be available
to the Owner or the Owner's authorized representative for
inspection and copying during regular business hours for three (3)
years after the date of the final Certificate of Payment.
- ARTICLE 10
BASIS OF COMPENSATION
The Owner shall compensate the Architect as follows:
10.1 BASIC COMPENSATION
10.1.1 FOR BASIC SERVICES, as described in Article 2, and any
other services included in Article 11 as part of Basic Services,
Basic Compensation shall be the total amount of $105,800.00 with 5%
retainage held by the city.
10.1.2 Progress payments for Basic Services in each phase
shall total the following percentages of the total Basic
Compensation payable:
· City Hall O'Neil Ford Complex
· Phase II City Hall · Design and Development $31,740 30%
· Construction Documents $42,320 40%
· Bidding $ 5,290 5%
· Construction $26,450 25%
Phase II Sub Total
Total cost without reimbursables $105,800.00
10.2 COMPENSATION FOR ADDITIONAL SERVICES
(Not to exceed $10,000.00)
10.2.1 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES, as
described in Paragraph 2.2, compensation shall be computed as
follows:
On an hourly rate basis, based on Article 10.2.2.
10.2.2 FOR ADDITIONAL SERVICES OF THE ARCHITECT, as described
in Articles 3 and 11, other than (1) Additional Project
PAGE 18
Representation, as described in Paragraph 3.2, and (2) services
included in Article 11 as part of Additional Services, but
excluding services of consultants, compensation shall be computed
as follows:
Principals $95.00 per hour
Other Employees $55.00 average hourly rate
See Exhibit "A"
10.2.3 FOR ADDITIONAL SERVICES OF CONSULTANTS, including
additional structural, mechanical and electrical engineering
services and those provided under Subparagraph 3.4.16 or identified
in ~rticle 11 as part of Additional Services, a multiple of
1.1 times the amounts billed to the Architect for such services.
10.3 REIMBURSABLE EXPENSES
(Not to exceed $10,000.00)
10.3.1 FOR REIMBURSABLE EXPENSES, as described in Paragraph
9.2, and any other items included in Article 11 as Reimbursable
Expenses, a multiple of 1.1 times the expenses incurred by the
Architect, the Architect's employees and consultants in the
interest of the Project.
10.4 ADDITIONAL PROVISIONS
10.4.1 IF THE BASIC SERVICES covered by this agreement have
not been completed within fourteen (14) months of the date hereof,
through no fault of the Architect, extension of the Architect's
services beyond that time shall be compensated as provided in
Subparagraphs 9.3.3 and 10.2.2.
10.4.2 Architect may bill the City for hours expended every
month, beginning thirty (30) days after the Architect begins the
work and the City shall endeavor to pay the Architect within thirty
(30) days of receiving an invoice. However, the City shall not be
obligated to pay more than 95% of the total contract price to
Architect through monthly invoices, until Architect has completed
all services required by this Agreement.
10.4.3 Payments are due and payable thirty (30) days from the
date of the Architect's invoice. Amounts unpaid thirty (30) days
after the invoice date shall bear interest at the rate of one
percent (1%) per month. Provided, however, Owner shall not be
responsible for paying for any services which have not been
satisfactorily performed in accordance with the terms and
conditions of this contract and shall not be liable for any
interest on such services.
PAGE 19
ARTICLE 11
OTHER CONDITIONS OR SERVICES
1. Insurance and Indemnification. Architect shall maintain,
at no expense to Owner, insurance coverage placed with
companies rated at least B+/X by Best's Key Rating Guide,
including a professional liability policy in an amount not
less than one million dollars ($1,000,000), including
contractual liability coverage. All applicable insurance
policies shall name the Owner as additional insured and
shall require the giving of written notice to Owner at
least thirty (30) days prior to cancellation, non-renewal
- or ~material modification of any policies, evidenced by
return receipt of United States Certified Mail. Architect
shall furnish Owner copies of said policies or
certificates of insurance.
Architect agrees to indemnify, hold harmless, and defend
the City, its officers, agents, and employees from and
against any and all claims or suits for injuries, damages,
loss, or liability of whatever kind or character, arising
out of or in connection with the performance by the
Architect of those services contemplated by this
Agreement, based upon allegations of negligent acts or
omissions of Architect, its officers, employees and
subcontractors.
2. Architects' work plan is attached hereto as Exhibit A.
3. The parties agree that Ford, Carson & Powell will serve as
a consultant to Corgan Associates Architects on the design
and construction of City Hall.
This agreement entered into as of the day and year first
written above.
CITY OF DENTON, TEXAS, CORGAN ASSOCIATES ARCHITECTS
OWNER ARCHITECT
BY: BY: ~E~P~I ~ I PAL
CITY MANAGER B~N~
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