1992-046e \~pclocs\ord\corgank ord
ORDINANCE NO ~
AN ORDINANCE AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH
CORGAN ASSOCIATES ARCHITECTS FOR PROFESSIONAL ARCHITECTURAL
SERVICES RELATING TO THE IMPLEMENTATION OF THE CITY'S MASTER SPACE
PLAN, AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING
AN EFFECTIVE DATE
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
SECTION I That the Mayor is authorized to execute an
agreement between the City of Denton and Corgan Associates
Architects for professional architectural services relating to the
design and implementation of the City's Master Space Plan, under
the terms and conditzons contained in said agreement, 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
agreement
SECTION III. That this ordinance shall become effective
Immediately upon ~ts passage and approval
PASSED AND APPROVED this the/~ day of ~~__, 1992
ATTEST ~ ~
JENNIFER WALTERS, CITY SECRETARY
BY ~__
APPROVED AS TO LEGAL FORM
DEBRA A DRAYOVITCH, CITY ATTORNEY
ALL00108
AGREEMENT BETWEEN THE CITY OF DENTON
AND CORGAN ARCHITECTS
This Agreement made as of the /~ay of ~ 1992
between the City of Denton, Texas, hereinafter referred to as
"Owner" and Corgan Architects, hereinafter referred to as
"ArchItect" for the following Project
The Owner and Architect
agree as set forth below
ARTICLE 1
ARCHITECT'S RESPONSIBILITIES
1 i ARCHITECT'S SERVICES
1.1 i The Archltect,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 th~s Agreement and
any other services included in Article 11
1.1.Z The Archltect,s servlces shall be performed as expedi-
tiously 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 ad3usted 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 ha%lng Jurisdiction over the
Pro]ect 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
i i 3 The services covered by this Agreement are subject to
the tlme limitations contained in Subparagraph 10 4 1
ARTICLE 2
SCOPE OF ARCHITECT'S BASIC SERVICES
2 I DEFINITION
2 I1 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 I 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
l 1.l 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.l 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 '
I 2 $ 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 PMASE
2 3 I 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
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 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 Jurisdlctlon over the
Project
2.5 BIDDING
2 5.~ 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 Pro]ect
exceeds the total construction cost of the Project as set forth ~n
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 revlse the Construction Documents as
may be required by the City to reduce or modlfy 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 P~E - ADMZNZSTI~%TZON OF THE CONSTRUCTION
CONTRACT
2.6.~ 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 Con-
struction, current as of the date of thls Agreement, unless other-
wise provided in this Agreement
PAGE 3
2 6 $ 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
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 Construc-
tion, 1 e one year The Architect shall have authority to act on
behalf of the Owner only to the extent provided in this Agreement
unless otherwise modified by written instrument
2 6.$ The Architect shall visit the construction site at least
two times a week, regardless of whether construction is in prog-
ress, 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 accor-
dance with the Contract Documents 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 lnformed of the progress and quality of the Work, and shall
exerclse 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 specifi-
cations 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 Archi-
tect's servlces 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, tech-
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 acts or omissions The
Architect shall not have control over or charge of acts or omis-
sions of the Contractor, Subcontractors, or their agents or employ-
ees, 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
2.6 8 Except as may otherwise be provided in the Contract
Documents or when direct communications have been specially author-
lzed, the Owner and Contractor shall communicate through the
Architect Communications by and with the Architect's consultants
shall be through the Architect
PAGE 4
Z 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
Z 6 L0 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
the data comprising the Contractor's Application for Payment, that
the Work has progressed to the polnt 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 ls entitled to payment ~n the amount certified
However, the issuance of a Certificate for Payment shall not be a
representation that the Architect has (1) made exhaustive or con-
tlnuous on-site inspections to check the quality or quantity of the
Work, (2) reviewed construction means, methods, techniques, sequen-
ces 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.~ ~ 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 Docu-
ments, the Architect w~ll 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 dec,sion made in good faith either to exercise or
not exercise such authority shall give rise to a duty or responsi-
bility of the Architect to the Contractor, Subcontractors, material
and equipment suppliers, their agents or employees or other persons
performing portions of the Work
Z 6 ~2 The Architect shall revlew 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) determlnlng 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
the Owner or of separate contractors, while allowing sufficient
time ~n 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
PAGE 5
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 Contrac-
tor to the extent required by the Contract Documents The Archi-
tect'e review shall not constitute approval of safety precautions
or, unless otherwise specifically stated by the Architect, of con-
structlon means, methods, techniques, sequences or procedures The
Archltect's approval of a specific item shall not lndlcate approval
of an assembly of which the item is a component When professlonal
certlf~oatlon of performance characteristics of materials, systems
or equlpment is required by the Contract Documents, the Architect
shall be entitled to rely upon such certification to establish that
the materlals, systems or equipment will meet the performance
criteria required by the Contract Documents
2 6 ~3 The Architect shall prepare Change Orders and
Construction Change Directives, with supporting documentatlon 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
executlon in accordance with the Contract Documents, and may
authorize mlnor changes in the Work not involving an adjustment in
the Contract Sum or an extension of the Contract Time which are not
lnconslstent with the intent of the Contract Documents
Z.6.~4 On behalf of the Owner, the Archltect shall conduct
lnspectlons to determine the dates of Substantial Completlon 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 Contact Documents
and assembled by the Contractor and shall issue a final certificate
for Payment
Z.~ ~$ The Architect shall interpret and provide
recommendations on matters concerning performance of the Owner and
Contractor under the requlrements of the Contract Documents on
written request of either the Owner or Contract The Archltect's
response to such requests shall be made with reasonable promptness
and w~thin any tlme limits agreed upon
Z.6 X6 Interpretatlons and decisions of the Architect shall be
consistent with the intent of and reasonably inferable from the
Contract Documents and shall be in wrltlng or ~n the form of
drawings When making such interpretations and initial decisions,
the Architect shall endeavor to secure falthful performance by both
Owner and Contractor, shall not show partiality to either, and
shall not be liable for results for lnterpretatlons or decls~ons so
rendered ~n good faith in accordance with all the requlrements of
the Owner-Architect Agreement and in the absence of negligence
2 ,~.X7 The Architect shall render written decisions wlth~n a
reasonable tlme on all clalms, disputes or other matters in
PAGE 6
questlon between the Owner and Contractor relating to the execution
or progress of the Work as provided in the Contract Documents
2 $ 1S 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 caused 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 Drawlngs
for the Owner's file
ARTICLE 3
ADDITIONAL SERVICES
3 1 GENERAL
$ I 1 The services described in this Article 3 are not
included in Baslc Services unless so identified in Article 2, 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 provlded 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 no~ 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
3 2 PROJECT REPRESENTATION BEYOND BASIC SERVICES
$ 2 i If more extensive representation at the s~te than is
described in Subparagraph 2 6 5 ~s required, the Architect shall
provide one or more Project Representatives to assist in carrying
out such additional on-site responsibilities
~ Z 2 Project Representatives shall be selected, employed and
directed by the Architect, and the Architect shall be compensated
PAGE 7
therefor as agreed by the Owner and Architect The duties, respon-
sibilities and limitations of authorlty of Prelect 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 Representa-
tives, the Architect shall endeavor to provide further protection
for the Owner against defects and deficiencies in the Work, but the
furnishing of such pro]eot representation shall not modify the
rights, responsibilities or obligations of the Architect as
described elsewhere in this Agreement
3 3 ~O~ZNGBlf~ P, DDZTZON~L B~RVIC~S
3.3.1 Making material revisions in Drawings, Specifications
or other documents when such revisions are
i 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 ~n a timely manner
3 3.2 Providing services required because of significant
changes in the Project including, but not limited to, size, quali-
ty, complexity, the owner4s 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 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 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
PAGE 8
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 S Preparing documents for alternate, separate or sequen-
tial bads or providing services in connection with bidding, or con-
struct~on prior to the completion of the Constructlon Documents
Phase
3.4 OPTIONAL ADDXTIONAL SERVICES
3.4.1 Providing financial feasibility or other special
studies
3 4.2 Providing planning surveys, site evaluations or compara-
tive 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, sys-
tems and equipment
3.4.5 Providing services to investigate ex~sting 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 coordinat~on of construction performed by
separate contractors or bytheOwner,s own forces and coordination
of services required, in c~nnection with cons~ructionperfo~med
equipment supplied by the Owner
3 4.S Providing services in connection w~th the work of a con-
struction manager or separate consultants retained by the Owner
3.4.9 Providing detailed quantity surveys or ~nventories of
material, equipment and labor
3 4.10 Providing analyses of owning and operating costs
3.4.11 Providing inte=ior design and other similar services
required for or in connection with the selection, procurement or
· nstallation of furniture, furnishings and related equipment
3.4.12 Making investigations, inventories of materials or
equipment, or valuations and detailed appraisals of existing
facilities
PAGE 9
3 4 13 Providing assistance in the utll~zatlon of equipment or
systems such as testlng, adjusting and balancing, preparatlon of
operatIon and maintenance manuals, training personnel for operation
and maintenance and consultation during operation
~ 4 14 Provldlng services other than as provlded in No 4 of
Artlcle ll, after lssuance to the Owner of the final Certlflcate
for Payment, or in the absence of a final Certificate for Payment,
more than 60 days after the date of Substantial Completlon of the
Work
3 4.15 Providing services of consultants for other than archi-
tectural, structural, mechanical and electrical engineering
portlons of the Project provlded as a part of Basic Services
3 4 16 Prov~dlng any other services not otherwlse included in
this Agreement or not customarlly furnlshed in accordance w~th gen-
erally accepted archltectural practice
3°4 17 Preparlng a set of reproducible record drawings showing
significant changes in the Work made during construct~on based on
marked-up prlnts, drawlngs and other data furnlshed by the
Contractor to the Architect (This is for drawings prepared in
addltion to those called for in Section 2 6 19 )
ARTICLE 4
OWNER'S RESPONSIBILITIES
4 i The Owner shall consult with the Architect regarding
requirements for the Project, including (1) the Owner's ob]ec-
tlves, (2) schedule and design constraints and criteria, Including
space requirements and relationships, flexibility, expandablllty,
special equipment, systems and site requirements, as more speci-
fically 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 deslgnate a representative authorized to
act on the Owner's behalf with respect to the Project The Owner
or such authorized representative shall render decks~ons in a time-
ly manner pertaining to documents submitted by the Architect in
order to avoid unreasonable delay in the orderly and sequential
progress of the Architect's services
PAGE 10
4 $ The Owner shall furnish surveys describing physical char-
acteristlcs, 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 llnes 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 Ail the information on the survey shall be referenced to
a project benchmark
4.6 The Owner shall furnish the services of geotechnlcal
engineers when such services are requested by the Architect Such
services may include but are not limited to test borings, test
pits, determinations of soll 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
recom~endatlons
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 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 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
expense, and the Architect shall be entitled to rely upon the ac-
curacy and completeness thereof in the absence of any negligence on
the part of the Architect
4 10 Prompt written notice shall be given by the Owner to
the Ar=hitect 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
PAGE 11
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
$ 1 DEFINITION
5 1 I The Construction Cost shall be the total cost or
estimated cost to the Owner of all elements of the Pro]ect designed
or specified by the Architect
$ i 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
$ i $ 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
$ Z I Evaluations of the Owner's Project budget, preliminary
estimates of Construction Cost and detailed estimates of Construc-
tion 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 estlmate of Construction Cost or evaluation
prepared or agreed to by the Architect
5 2 2 No flxed 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 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
PAGE 12
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
$ 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
$ 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
i give written approval of an increase in such fixed
limit,
2 authorize reblddlng or renegotlatlng 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
quallty as required to reduce the Construction
Cost
$ 2 $ 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, if estab-
lished as a condition of this Agreement The modification of
Contract Documents shall be the limit of the Architect's responsi-
bility arising out of the establishment of a fixed limit The
Architect shall be entltled to compensation in accordance with this
Agreement for all services performed whether or not the Construc-
tion Phase is commenced
USE OF ARCHITECT'S DRAWINGSt
SPECIFICATIONS AND OTHER DOCUMENTS
6 I 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 Pro]ect and,
unless otherwise provided, the Architect shall be deemed the author
PAGE 13
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
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 Pro]ect 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 Pro]ect is not to be construed as publication in derogation of
the Architect's reserved rights
TEZ~MZNATION, S~SPENSION O~ A~ANDONMENT
7.1 This Agreement may be terminated by either party upon not
less than seven 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
? 15 The City of Denton may terminate This Agreement after the
completion of each basic service phase, as set forth in Article
10 i 2 hereof,upon written notice to the Architect
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
? 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
?.5 If the Owner fails to make payment to Architect within
thirty (30) days of receipt of a statement for services properly
PAGE 14
performed, the Architect may, upon seven 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
? 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
MIBCBLL~NEOUB PROVIBIONB
8 i 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 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
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 Archltect
and Architect's consultants shall have no responsibility for the
dlscovery, 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 mater~al that an
Architect of similar skill and expertise should have noticed
PAGE 15
So7 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
ARTICLE 9
PAYMENTS TO THE ARCHITECT
9 i DIRECT PERSONNEL EXPENSE
9 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 contri-
butions and benefits related thereto, such as employment taxes and
other statutory employee benefits, 1nsurance, 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 Baeic 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 i Expense of transportation in connection with the
Pro3ec~, expenses in connection with authorized out-of-town travel,
long-dlistance 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 I 4 Expense of renderings, models and mock-ups requested
by the, Owner
9 ~.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
PAGE 16
9 3 PAYMENTS ON ACCOUNT OF BASIC SERVICES
9 3 I 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 t0 2 2
9.3 2 If and to the extent that the t~me 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 Construc-
tion 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 I Payments on account of the ArchItect's Additional
Servlces and for Reimbursable Expenses shall be made monthly upon
presentation of the Architect's statement of services rendered or
expenses incurred
9 $ PAYMENTS WITHHELD
9 5 I 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
cost of changes in the Work other than those for which the
Architect is responsible
9 $ ARCHITECT'S ACCOUNTING RECORDS
9 $ I Records of Reimbursable Expenses and expenses pertaining
to Addztional 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 years after the
date of the final Certificate of Payment
PAGE 17
ARTICLE 10
BASIS O~ 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 $189,450
10.1.2 Progress payments for Basic Services in each phase
shall total the following percentages of the total Basic
CompenSation payable
a . Phase I Sohematio Design Phase
(Ail three buildings combined)
Sub Total $26,250
b . Phase I Moore Building
Design and Development $35,000 24%
Construction Documents $56,000 40%
Bidding $ 8,750 6%
Construction $43,750 30%
Phase I Sub Total 143,500
Phase II Old C~ty Hall
* Design and Development $ 5,400 39%
* Construction Documents $ 4,320 29%
Bidding $ 1,080 7%
Construction $ 4,320 28%
Phase II Sub Total $ 15,200
d · Phase III Bx~stinq City Hall
Design and Development $ 4,500 100%
Construction Documents 0%
Bidding 0%
Construction 0%
Phase III Sub Total $189,450
PAGE 18
* These fees are based on doing drawings for PROJETED construc-
tion budget of $200,000 (even if construction does not occur until
later)
** As outlined in Article 9 2 reimbursed expenses are not included
in this base fee
10.2 COMPENSATION FOR ADDITIONAL SBRVZCES
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 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
Other Employees 55 (avq) hourly rate
See Exhibi~
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 Article 11 as part of Additional Services, a multiple of 1~1
times the amounts billed to the Architect for
such services
10,3 RBZMBURBABLB BXPBNBBB
10.3.1 FOR REIMBURSABLE EXPENSES, as described in Paragraph
9 2, and any ether items included in Article 11 as Reimbursable
Expenses, a multiple of 1 1
times the expenses incurred by the Architect, the Architect's em-
ployees 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 24 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
PAGE 19
10.4.2 Archltect may b~ll 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 90% of the total contract price to
Architect through monthly invoices, until Architect has completed
all services required by this Agreement
10.4.3 Palrments 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
ZzRTZCLE L~
OTHER CONDXTXON8 OR 8ERVZCE8
(Insert descrlptions of other services, identify Additional
Services included within Basic Compensation and modifications to
the payment and compensation terms included in this Agreement )
1 Insurance and Indemnification Architect shall maintain,
at no expense to Owner, ~nsurance coverage placed with
companies rated at least B+/X by Beet's Key Rating Guide,
includlng a professional liability policy in an amount not
less than one million dollars ($1,000,000), lnclud~ng
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 days prior to cancellation, non-renewal or
material modification of any policies, evidenced by return
receipt of United States Certified Mail
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 PSA wlll serve as a consultant to
Corgan Associates Architects on the Police and Court's
portion of the Phase I implementation
PAGE 20
This agreement entered into as of the day and year first
written above
CITY OF DENTON, TEXAS, CORGAN ASSOCIATES ARCHITECTS
OWNER ARCHITECT
A~TES~ . /
PAGE 21
CITY OF DENTON PHASE I
IMPLEMENTATION OF MASTER/SPACE PLAN
WORK PLAN
The following is Corgan Associates Architects' proposed work plan
for the Phase I implementation of the City of Denton Master/Space
Plan The supplements below are intended to clarify and give
specific examples of the underlying corresponding contractor
provisions supplemented In the event of a conflict between the
supplement and the provision in the Agreement to which this
document is an exhibit, the provision of the agreement shall be
controlling
I SUPPLEMENT TO ARTICLE 2 2, SCHEMATIC DESIGN PHASEs
ORIENTATION, SCHEDULING, PROGRAM ANALYSIS/VERIFICATION
A Meet with City Staff Representatives to develop schedule
B Set pertinent dates for Staff reviews of deslqns
C Discuss Conceptual Design ideas and functional ~eeds with
City designated representatives, Executive Committee,
Wellness Committee, and Leasee where applicable
D Verify existing program, including meeting with all
affected departments
E Verify spaces and finishes
F Inspect and re-verify existing HVAC and electrical
conditions
G Verify Owner furnished equipment
II. SUPPLEMENT TO ARTICLE 2 2~ SCHEMATIC DESIGN PHASE'
SCHEMATIC DESIGN
Based on the mutually agreed upon (above) program, schedule,
construction budget and existing conditions, we propose to
A Review the overall s~te plan, exteriors, code compliance,
etc of Old City Hall, Existing City Hall and Moore
Building We will develop initial site plans (including
parking) for each building
B Develop schematic floor plans and concepts for all three
buildings
C Review initial floor plans, interior elevations and
design concept sketches with the City
DDevelop interior finish selection and concepts
E Submit to the City a preliminary detailed estimate of
Construction Cost based on current area, volume or other
PAGE i
F Establish a time table for the per~od of time from the
commencement to the completion of constructlon for the
three buildIngs
Product
i Schematic s~te plans
2 Schematlc space plans
3 Schematic ArchItectural design for adaptive reuse of
Moore Bulldlng
Approval
Secure City of Denton approval of schematic plans
III SUPPLEMENT TO ARTICLE 2 3, DESIGN DEVELOPMENT PHASE
DESIGN DEVELOPMENT
Eased upon the approved Schematic Design Documents and any
adjustments authorized by the City of Denton in the program,
schedule or construction budget, we will prepare for the
City's approval Design Development Documents consistIng of
drawings and other documents to fix and describe the size and
character of the proposed work at the Moore Building, Old
City Hall and the existing City Hall (one at a time
separately) as to architectural, structural, mechanical and
electrical systems, materials and such other elements as may
be appropriate which shall comply with all applicable laws,
statues, ordinances, codes and regulations In fulfillIng
this step, we will
A Refine site plans (including parking), floor plans,
interior and exterior (Moore Building) elevations of the
three facilities with the City Staff
B Develop and review preliminary engineerIng drawings (MEP
and Structural as required)
C Develop, prepare and review further detailed cost
estimate with City staff
D Develop and prepare phasing and specific "move" plans for
each affected department
E Review and recommend approval of lease agreements
associated with Phase I work
Product
1 Developed site plans of Moore Building, Old City Hall and
existing City Hall
2 Develop flnal space plans for each department
PAGE 2
3 Develop flnal ArchItectural design for interior/exteriors
(Moore Building)
4 Phasing/move plans and recommendations
Approval
Secure City of Denton approval of developed design
IV SUPPLEMENT TO ARTICLE 2 4, CONSTRUCTION DOCUMENTS PHASE
CONSTRUCTION DOCUMENTATION
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 City, we w~ll
prepare, for the City's approval, Construction Documents
consisting of Drawings and Specification setting forth in
detail, requirements for the construction of the proposed
work at the Moore Building, and 1st floor only of Old City
Hall (one at a time separately), which shall comply with all
applicable laws, statutes, ordinances, codes and regulations
We w~ll advise the City of any adjustments to previous
preliminary estimates of Construction Cost indIcated by
changes in requirements or general market conditions
We wlll asslst the City in connection with the City's
responsibility for filing documents required for the approval
of governmental authorities having jurisdiction over the
project
In fulfilling the above steps, we will
A Review final developed design plans with City Staff
B Produce Construction Documents (includIng Specifications)
C Finalize all materials selections
D Meet with relevant City Officials on f~nal review of code
compliance
Finalize cost estlmate
F Present and review with City Staff
G Coordinate with City Traffic Control on Moore Building
site and street plans
Produo~
i Construction documents
2 F~nal cost estimates
3 Bid proposal forms, etc
PAGE 3
Approval
Secure City of Denton approval of construction documentatIon
V SUPPLEMENT TO ARTICLE 2 5, BIDDING
BIDDING/BID OPENING
Following the City's approval of the Construction Documents
and of the latest preliminary estimate of Construction Cost,
we shall assist the City
awarding and preparing contracts for construction
In fulfilling this step, we will
A Dellver completed Construction Documents and
Specifications, ~ncludlng InvItation to Bid, B~d Bond,
Performance Bond, Payment Bond, etc requirements to City
of Denton for approval and distribution to General
contractors
B Ensure that Corgan Associates Project Architect answers
Contractor questions during bidding period
CBe present and assist with bid open~ng
D Asslst in review of bids receIved, make recommendations
to City
Approval
Secure City of Denton approval on bids and successful
contractor
VI SUPPLEMENT TO ARTICLE Z 6, CONSTRUCTION
CONSTRUCTION
Upon the award of a Contract for Construction, we will
provlde administration of the Contract for Construction as
set forth below and the City of Denton's General Conditions
of the Contract for Construction
In fulfilling this phase, we
A CAA Construction AdmInistrator, wlth the C~ty, hold Pre-
Construction Meeting
B CAAwlll make field visits to construction area to review
Contractor's work progress and make field reports per
contract
C CAA will evaluate Contractor's Applications for Payment
and will review and certify the amounts due Contractor
PAGE 4
D CAA will reject Work which does not conform to the
Contract Documents and will order additional inspection
or testing it considers necessary or advisable for
implementation of the intent of the Contract Documents
E CAA to review Contractor Shop Drawings
F CAA to prepare change Orders it deems necessary
G CAA to review and process Contractor submitted Operating
Manuals
H CAA wlll conduct inspections to determine the dates of
Substantial Completion and Final Completion, prepare
final punch list and issue Certificates of Substantial
Completion and Final Completion
I CAA wlll receive and review written guarantees and
related documents required by the Contract Documents and
assembled by the Contractor and will issue a Final
Certificate for Payment upon completion of final punch
list
Approval
Secure City of Denton a99roval
AAA004D7
PAGE 5