1993-211ORDINANCE NO. % ~ 0
AN ORDINANCE AUTHORIZING THE PURCHASING AGENT TO EXECUTE A
PURCHASE ORDER WITH CORGAN ASSOCIATES, FOR PROFESSIONAL SERVICES
RELATING TO GEOTECHNICAL AND ARCHITECTURAL ANALYSIS AT THE MARTIN
LUTHER KING RECREATIONAL CENTER; AUTHORIZING THE EXPENDITURE OF
FUNDS THEREFOR; AND PROVIDING THE EFFECTIVE DATE.
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION I. That the Purchasing Agent is authorized to execute a
Purchase Order between the City of Denton and Corgan Associates, for professional
services relating to the Geotechnical and Architectural Analysis, under the terms
and conditions contained in said agreement, which is attached hereto and made a part
hereof.
SECTION II. That the City Council hereby authorized the expenditure
of funds in the manner and amount as specified in the agreement.
SECTION III. That this ordinance shall become effective immediately upon
its passage and approval.
PASSED AND APPROVED this the/` day of /1At7 L,
1993.
ATTEST:
141
J NIF LTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
DEBRA A. D/RAAYyOVITCH, CITY ATTORNEY
BY:~f C
O41.DOC
DATE: NOVEMBER 16, 1993
CITY COUNCIL REPORT
TO: Mayor and Members of the City Council
FROM: Lloyd V. Harrell, City Manager
SUBJECT: PURCHASE ORDER #32204 - CORGAN ASSOCIATES ARCHITECTS
RECOMMENDATION: We recommend this Purchase Order Number 32204 to Corgan
Associates Architects be approved in the amount of $10,796.63.
SUMMARY: This purchase order is for the architectural services for the moisture
abatement project at MLK Recreation Center. The original agreement was for
$9,950.00 plus reimbursable expenses. These reimbursable expenses totaled $846.63
bringing the purchase order total to $10,796.63.
This project was started prior to the new $15,000.00 purchase limit being approved
and therefore will require Council Approval under the old $10,000.00 limit.
Architectural services are exempt from the bid process as a professional service,
Chapter 252 Texas Local Govt. Code.
BACKGROUND: Purchase Order #32204.
PROGRAMS, DEPARTMENTS OR GROUPS AFFECTED: Facilities Management, Parks
and Recreation and MLK Rec Center.
FISCAL IMPACT: 1992-93 Budget Funds Account Number #444-031-PARK-8905-9101.
Re ctfully submitted:
H
Pity Manager
Approved:
Name: Tom D. Shaw,C.P.M.
Title: Purchasing Agent
agenda.434
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AGREEMENT FOR ARCHITECTURAL SERVICES
This Agreement made as of the 12 day of JANUARY , 1993
between the City of Denton, Texas, hereinafter referred to as
"Owner", and Corgan Architects, hereinafter referred to as
"Architect" for the following Project: Design and contract
administration services for the repairs of the Martin Luther King,
Jr. Recreation center in accordance with Architect's recommenda-
tions contained in its report to Owner entitled, "Martin Luther
King, Jr. Recreation Center Investigation of Facility: Final Report
presented to the Denton City Council on November 3, 1992. 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 per-
formed by the Architect, Architect's employees and Architect's con-
sultants as enumerated in Articles 2 and 3 of this Agreement and
any other services included in Article il.
1.1.2 The Architect's services shall be performed as exped-
itiously as is consistent with the highest degree 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 allow-
ances 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 to both parties.
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 describ-
ed in Paragraphs 2.2 through 2.6 and any other services identified
in Article 11 as part of Basic Services, and include without limi-
tation 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.
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 limita-
tions 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 relation-
ship 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 estab-
lishes 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 warrants that the Documents and specifications
will be 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.
PAGE 2
2.4 CONSTRUCTION DOCUMENTS PRASE
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
requirements for the construction of the Project, which shall
comply with all applicable laws, statutes, ordinances, codes and
regulations.
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 detailed
estimate of Construction Cost, shall assist the Owner in obtaining
bids and assist in awarding and preparing contracts for construc-
tion.
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 approved Detailed Statement of Probable Construction Costs of
the Project submitted by the Architect, then the Architect, at its
sole cost and expense, will 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.
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 thi's Agreement commences with the
award of the Contract for Construction and terminates at the issu-
ance to the Owner of the final Certificate for Payment, unless ex-
tended under the terms of Subparagraph 9.3.2.
PAGE 3
2.6.2 The Architect shall provide detailed administration of
for1Conn
forth set the Contract for Const ruder a
of Conditions ofe the C ntract the
AIA document A201, l unless other-
struction, current as of the date of this Agreement,
wise provided in this Agreement.
2.6.3 Construction Phase duties, responsibilities and limita-
tions of authority of the Architect shall not be restricted, modi-
fied or extended without written agreement of the owner and Archi-
tect. shall 2.6.4 The Architect shall be representative of nand (2)
advise and consult with the Owner (1) during at the owner's direction
crib d in the Contract for Constructi n. The
or warranty p
Architect shall have authority to nless Owmodifner on beha of th
to the extent provided in this Agreement
by written instrument.
2.6.5 The Architect shall inspect the construction site at
least one time a week, or at appropriate intervals to the stage of
construction, 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 r vide
accordance with the Contract Documents. Architectvs all prn the
owner a written report subsequent
basis of on-site observations as an architect, the rcof tthect e shall
keep the owner informed of the progress and quality 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 exercise the same degree of care, skill and diligence
in the performance of these services as is ordinarily provided by
professions under similar circumstances. Arc Any d wills e designs or
specifications furnished by the corrected by the Architect at no cost to the owner. T art owner the
approval, acceptance, use of or payment for all or any p
Architect's services hereunder or of the Project the Owners sights gh shall herein no
way alter the Architect s obligations
under.
2.6.6 The Architect shall not have control over or charge
of
tech-
and shall not be responsible for construction means, methods,
niques, sequences or procedures, or for safety precautions and pro-
grams 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 negligent acts or omis-
sions. The Architect shall not have control over chage of acts
or omissions of the Contractor, Subcontractors, or or their tagents he Work.
employees, or of any other persons performing portions PAGE 4
2.6.7 The Architect shall at all times have access to the Work
wherever it is in preparation or progress.
2.6.8 Except as may otherwise be provided in the Contract
Documents or when direct communications have been specially author-
ized, the Owner and Contractor shall communicate through the Archi-
tect. 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 Contrac-
tor.
2.6.10 The Architect's certification for payment shall consti-
tute a representation to the Owner, based on the Architect's obser-
vations at the site as provided in Subparagraph 2.6.5 and on the
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 fore-
going representations are subject to minor deviations from the con-
tract 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) reviewed construction
means, methods, techniques, sequences or procedures, or (2)
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 author-
ity to reject Work which does not conform to the Contract Docu-
ments. 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 Con-
tract 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 Draw-
ings, Product Data and Samples for the purpose of (1) determining
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 shall act with such reasonable promptness to cause no
delay in the Work or in the construction of the owner or of sepa-
PAGE 5
rate 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, meth-
ods, 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 Construc-
tion 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 accor-
dance 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 will receive and review written
guarantees and related documents required by the Contract for
Construction to be assembled by the Contractor and shall issue a
final certificate for Payment upon compliance with the requirements
of the Contract Documents.
2.6.15 The Architect shall interpret and provide recommenda-
tions on matters concerning performance of the Owner and Contractor
under the requirements of the Contract Documents on written request
of either the owner or Contractor. 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 draw-
ings. When making such interpretations and initial decisions, the
Architect shall endeavor to secure faithful performance by both
Owner and Contractor, and shall not be liable for results or
interpretations or decisions so rendered in good faith in accor-
PAGE 6
dance with all the provisions of this 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 ques-
tion 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 usual professional standards
followed by architects in the Dallas-Fort Worth metroplex area; and
(2) 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 thereun-
der. The owner acknowledges that the existing condition of the MLK
Center has humidity and drainage problems and agrees that Architect
is responsible only for work performed under this Agreement and
liable for damages caused as a direct result of defective design
work under this contract.
2.6.19 The Architect shall provide the owner with one (1) set
of reproducible prints showing all significant changes to the Con-
struction Documents during the Construction Phase and shall also
provide the owner with one (1) 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 includ-
ed in Basic Services unless so identified in Article 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 de-
scribed 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 Addition-
al 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, respon-
sibilities 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.
3.3 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 bud-
get;
2. required by the enactment or revision of codes, laws or
regulations subsequent to the preparation of such docu-
ments; 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, qual-
ity, complexity, the Owner's schedule, or the method of bidding and
contracting for construction, except for services required under
Subparagraph 2.5.2.
3.3.3 Preparing Drawings, specifications and other documenta-
tion and supporting data, and providing other services in connec-
tion 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.
3.3.5 Providing services made necessary by the default of the
Contractor, by major defects o deficiencies either n thetWork of the
Contractor, or by failure of performance Contractor under the Contract for Construction.
PAGE 8
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 Archi-
tect is party thereto.
3.3.8 Preparing documents for alternate, separate or sequen-
tial bids or providing services in connection with bidding or con-
struction prior to the completion of the Construction Documents
Phase.
3.4 OPTIONAL ADDITIONAL SERVICES
3.4.1 Providing financial feasibility or other special stud-
ies.
3.4.2 Providing planning surveys, site evaluations or compara-
tive studies of prospective sites.
3.4.3 Providing special surveys, environmental studies and sub-
missions required for approvals of governmental authorities or
others having jurisdiction over the Project.
3.4.4 Providing services relative to future facilities, sys-
tems 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 sep-
arate 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 con-
struction 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 Making investigations, inventories of materials or
equipment, or valuations and detailed appraisals of existing
facilities.
PAGE 9
3.4.12 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.
3.4.13 Providing interior design and similar services required
for or in connection with the selection, procurement or installa-
tion of furniture, furnishings and related equipment.
3.4.14 Providing services other than as provided in Section
2.6.4, after issuance to the Owner of the final Certificate for
Payment and expiration of the warranty period of the Contract for
Construction.
3.4.15 Providing services of consultants for other than archi-
tectural, structural, mechanical and electrical engineering por-
tions 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 gen-
erally 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 Contrac-
tor to the Architect. (This is for drawings prepared in addition
to those specified in Section 2.6.19.)
ARTICLE 4
OWNER'S RESPONSIBILITIES
4.1 The Owner shall consult with the Architect regarding re-
quirements for the Project, including (1) the owner's objectives,
(2) schedule and design constraints and criteria, including space
requirements and relationships, flexibility, expendability, 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 time-
ly manner pertaining to documents submitted by the Architect in
PAGE 10
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 char-
acteristics, 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, ease-
ments, 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 resistivi-
ty tests, including necessary operations for anticipating sub-soil
conditions, with reports and appropriate professional recommenda-
tions.
4.6.1 The Owner shall furnish the services of other consul-
tants 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 its Basic Services.
4.7 The Owner shall furnish structural, mechanical, chemi-
cal, 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 insur-
ance 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 ex-
pense, and the Architect shall be entitled to rely upon the accur-
acy and completeness thereof in the absence of any negligence on 11
the part of the Architect.
4.10 The Owner shall give prompt written notice to the Archi-
tect if the Owner becomes aware of any fault or defect in the Pro-
ject or nonconformance with the contract Documents.
PAGE 11
4.11 Architect shall propose language for certificates or cer-
tifications to be requested of the Architect or Architect's consul-
tants and shall submit such to the owner for review and approval at
least fourteen (14) days prior to execution. The Owner agrees not
to 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 esti-
mated 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 con-
tingencies 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 responsibili-
ty of the Owner as provided in Article 4.
5.2 RESPONSIBILITY FOR CONSTRUCTION COST
5.2.1 Evaluations of the Owner's Project budget, preliminary
estimates of Construction cost and detailed estimates of Construc-
tion cost 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 limit has been
agreed upon in writing and signed by the parties thereto. If such
a fixed limit has been established, the Architect shall be permit-
ted to include contingencies for design, bidding and price escala-
tion, to determine what materials, equipment, component systems and
PAGE 12
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 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.
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 Archi-
tect'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 infor-
mation and reference in connection with the owner's use and occu-
pancy of the Project. The Architect's Drawings, Specifications or
other documents shall not be used by the Owner or others on other
projects for additions to this Project or for completion of this
Project by others, unless this Agreement is terminated because
Architect is in default of this Agreement, at which time the
documents become the property of the City of Denton.
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 Architect may terminate this Agreement upon not less than
thirty days written notice should the owner fail substantially to
perform in accordance with the terms of this Agreement through no
fault of the Architect. Owner may terminate this Agreement or any
phase thereof upon thirty (30) days prior written notice to the
Architect with the understanding that immediately upon receipt of
such notice, all work and labor being performed under the Agreement
PAGE 13
shall cease immediately. Before the end of the thirty (30) day
period, Architect shall invoice the owner for all work it performed
prior to the receipt of such notice. No amount shall be due for
lost or anticipated profits. All plans, field surveys, and other
data related to the Project shall become property of the owner upon
termination of the Agreement and shall be promptly delivered to the
Owner in a reasonably organized form. Should owner subsequently
contract with a new architect for continuation of services on the
Project, Architect shall cooperate in providing information.
7.2 If the Project is suspended by the Owner for more than 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 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 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 non-
performance and cause for termination.
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 days written notice to the
owner, suspend performance of services under this Agreement. Un-
less Architect receives payment in full 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 under
this section, 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 Archi-
tect, 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.
PAGE 14
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 rgrespectively,
representativesthemselves,
to
their partners, successors, , assigns
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 agree-
ment 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 con-
tractual 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, poly-
chlorinated 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 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 con-
sidered by the owner to be confidential or proprietary. The Owner
shall provide professional credit for the Architect on the con-
struction sign and in the promotional materials for the Project.
ARTICLE 9
PAYMENTS TO THE ARCHITECT
9.1 DIRECT PERSONNEL EXPENSE
9.1.1 Direct Personnel Expense is defined as the direct sala-
ries of the Architect's personnel engaged on the Project and the
portion of the cost of their mandatory and customary contributions
PAGE 15
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
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.
9.2.1.1 Expense of transportation in connection with the Pro-
ject; 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 (except the reproduction of
the sets of documents referenced in Subparagraph 2.6.19), 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 computer-aided design and drafting
equipment time when used in connection with the Project.
9.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES
9.3.1 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 Subpara-
graph 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 Con-
struction 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 Sub-
paragraph 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.
PAGE 16
9.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES
9.4.1 Payments on account of the Architect's Additional Ser-
vices 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 com-
pensation on account of penalty, liquidated damages or other sums
withheld from payments to contractors, or on account of the cost of
changes in the Work other than those for which the Architect is
responsible.
9.6 ARCHITECT'S ACCOUNTING RECORDS
9.6.1 Architect shall make available to Owner or Owner's
authorized representative records of Reimbursable Expenses and
expenses pertaining to Additional Services and services performed
on the basis of a multiple of Direct Personnel Expense for inspec-
tion and copying during regular business hours for three years
after the date of the final certificate of Payment, or until any
litigation related to the Project is final, whichever date is
later.
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 $9,950.
10.1.2 Progress payments for Basic Services in each phase
shall total the following percentages of the total Basic Compen-
sation payable:
o Design Phase 10%
o Construction Documents Phase 55%
o Bidding Phase 10%
o Construction Phase 25%
o Total Basic Compensation 100%
These fees are based on preparing drawings for a projected
construction budget of $118,050.
PAGE 17
10.2 COMPENSATION FOR ADDITIONAL SERVICES
10.2.1 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES, as
described in Paragraph 3.2, 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 Representa-
tion, 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
per
hour
Associates
55
per
hour
Technical Staff
35
per
hour
Clerical Staff
35
per
hour
10.2.3 FOR ADDITIONAL SERVICES OF CONSULTANTS, including
additional structural, mechanical and electrical engineering ser-
vices and those provided under Subparagraph 3.4.16 or identified in
Article 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
10.3.1 FOR REIMBURSABLE EXPENSES, as described in Paragraph
9.2, and any other items included in Article it 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 12 months of the date of execution
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 Payments are due and payable forty-five (45) days from
the date of the Architect's invoice. Amounts for services properly
performed which remain unpaid forty-five (45) days after the in-
voice date shall bear interest at the rate of one (lo) percent per
month.
ARTICLE.11
OTHER CONDITIONS OR SERVICES
11.1 Architect shall maintain, at no expense to Owner, a pro-
fessional liability (errors and omissions) insurance policy placed
PAGE 18
with a company rated at least B+/X by Best's Key Rating Guide,
authorized to do business in Texas, in an amount not less than one
million dollars ($1,000,000). Such policy shall name the owner as
additional insured and shall require the giving of written notice
to Owner at least thirty 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
with copies of said policies or certificates evidencing such
coverage.
11.2 Architect agrees to indemnify, hold harmless, and defend
the City, at Architect's cost, 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 ser-
vices contemplated by this Agreement, based upon allegations of
negligent acts or omissions of Architect, its officers, agents,
employees, consultants and subcontractors.
This Agreement entered into as of the day and year first written
above.
CORGAN ARCHITECTS
ARCHITECT
BY:
PAGE 19
cTTV OF DENTON. TEXAS,