1990-011ORDINANCE NO. 9 - V
AN ORDINANCE AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH
BROWN REYNOLDS WATFORD COMPANY FOR PROFESSIONAL ARCHITECTURAL
SERVICES RELATING TO THE DESIGN AND CONSTRUCTION OF A FLEET
MAINTENANCE CENTER; 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 Brown Reynolds Watford
Company of Dallas for professional architectural services relating
to the design and construction of a Fleet Maintenance Center, 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 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 its passage and approval.
PASSED AND APPROVED this the AlT day of 1990.
0
RAY ST PHENS,, AYOR
ATTEST:
h I..., dla~
NIFE WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
DEBRA ADAMI-7YOVITCH, CITY ATTORNEY
BY:,
CITY COUNCIL REPORT
DATE: DECEMBER 19, 1989
TO: Mayor and Members of the City Council
FROM: Lloyd V. Harrell, City Manager
SUBJECT: RFP #1035 - ENG/ARCHIT. SERVICE FOR FLEET SERVICE
BUILDING
RECOMMENDATION: We recommend that the City of Denton accept the
proposal from Brown Reynolds Watford Architects for the engineering
and architectural services for the new Fleet Services Maintenance
Center. Proposal amount is $21,500.00.
SUMMARY: The construction of a new
Center was approved during the budget
be located in the South East Corner of
consist of an approximate 14,000 squar,
and contain eight (8) service bays,
storage.
Fleet Services Maintenance
process. The facility will
the Service Center. It will
foot metal/steel structure
offices and parts supply
The proposal submitted by Brown Reynolds Watford covers from
schematic design through construction administration. BRW meets
all requirements of the Request for Proposal. They have
considerable experience in this type structure, they have
professional liability and errors/omissions insurance, they have an
excellent track record, and they are the lowest cost proposal.
BACKGROUND: Cost evaluation sheet, Memorandum from Jack Jarvis,
Fleet Operations Superintendent
PROGRAMS, DEPARTMENTS OR GROUPS AFFECTED: Fleet Operations and the
others that utilize the facilities and services.
FISCAL IMPACT: Certificates of obligation in the amount of
$400,000.00 have been sold with the intent of funding this project.
Respect lly submitted:
Z //W,,
L oy arrell
City Manager
P pares
Name: Tom D. Shaw
Title: Assistant Purchasing Agent
Approved-, Q
N J. Marshall
T~ftie Purchasing Agent
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CITY of DENTON, TEXAS
VEHICLE MAINTENANCE / 804 TEXAS ST. / DENTON, TX 76201 / (817)566-8430
M E M O R A N D U M
TO: Tom Shaw, Assistant Purchasing Agent
FROM: Jack Jarvis, Fleet Superintendent
DATE: December 13, 1989
SUBJECT: ARCHITECTURAL SERVICES FOR NEW GARAGE FACILITY
My recommendation is that we accept the proposal for
architectural services from Brown Reynolds Uatford Architects.
This recommendation is based on three main considerations.
1) Price - Lowest estimated cost
2) Insurance - Fully insured - no additional cost to city
3) Experience - Have previously built all types of maintenance
facilities with good results
2241L
THE STATE OF TEXAS §
COUNTY OF DENTON §
This Agreemen
between the City
"Owner" and Brown
to as "Architect"
Maintenance Center
agree as set tort
AGREEMENT BETWEEN THE CITY OF DENTON
AND BROWN REYNOLDS WATFORD ARCHITECTS
t made as of the him day of 1942
of Denton, Texas, hereinaftEOF refe d to as
Reynolds Watford Architects , hereinafter referred
for the following Project: Fleet Services
The Owner an Arc i.tect
below.
ARTICLE 1
ARCHITECT'S RESPONSIBILITIES
1.1 ARCHITECT'S SERVICES
1.1.1 The Architect's services consist of those services
performed by the Architect, Architect's employees and Archi-
tect's consultants as enumerated in Articles 2 and 3 of this
Agreement and any other services included in Article 11.
1.1.2 The Architect's services shall be performed as
expeditiously as is consistent with 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 allowances for periods of time
required for the Owner's review and for approval of submissions
by authorities having jurisdiction over the Project. Time
limits established by this schedule and approved by the Owner
shall not, except for reasonable cause, be exceeded by the
Architect or Owner, and any adjustments to this schedule shall
be mutually acceptable.
1.1.3 The services covered by this Agreement are subject
to the time limitations contained in Subparagraph 10.4.1.
ARTICLE 2
SCOPE OF ARCHITECT'S BASIC SERVICES
2.1 DEFINITION
2.1.1 The Architect's Basic Services consist of those
described in Paragraphs 2.2 through 2.6 and any other services
identified in Article 11 as part of Basic Services, and include
without limitation normal structural, mechanical and electrical
engineering services and any other engineering services neces-
sary 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 limitations set forth in Subparagraph 5.2.1.
2.2.3 The Architect shall review with the Owner alter-
native approaches to design and construction of the Project.
2.2.4 Based on the mutually agreed-upon program, sche-
dule and construction budget requirements, the architect shall
prepare, for approval by the Owner, Schematic Design Documents
consisting of drawings and other documents illustrating the
scale and relationship of Project components. The Schematic
Design shall contemplate compliance with all applicable laws,
statutes, ordinances, codes and regulations.
2.2.5 The Architect shall submit to the Owner a prelimi-
nary detailed estimate of Construction Cost based on current
area, volume or other unit costs and which indicates the cost
of each category of work involved in constructing the Project
and establish an elapsed time factor for the period of time
from the commencement to the completion of construction.
2.3 DESIGN DEVELOPMENT PHASE
2.3.1 Based on the approved Schematic Design Documents
and any adjustments authorized by the Owner in the program,
schedule or construction budget, the Architect shall prepare for
approval by the Owner, Design Development Documents consisting
of drawings and other documents to fix and describe the size
and character of the Project as to architectural, structural,
mechanical and electrical systems, materials and such other
elements as may be appropriate, which shall comply with all
applicable laws, statutes, ordinances, codes and regulations.
2.3.2 The Architect shall advise the Owner of any adjust-
ments 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 PHASE
2.4.1 Based on the approved design Development Documents
and any further adjustments in the scope or quality of the Pro-
ject 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 Pro-
ject, which shall comply with all applicable laws, statutes,
ordinances, codes and regulations.
2.4.2 The Architect shall assist the Owner in the prepa-
ration 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 adjust-
ments to previous preliminary estimates of Construction Cost in-
dicated 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 OR NEGOTIATION PHASE
2.5.1 The Architect, following the Owner's approval of the
Construction Documents and of the latest preliminary estimate
of Construction Cost, shall assist the Owner in obtaining bids
or negotiated proposals and assist in awarding and preparing
contracts for construction.
2.6 CONSTRUCTION PHASE - ADMINISTRATION OF THE CONSTRUCTION
CONTRACT
2.6.1 The Architect's responsibility to provide Basic Ser-
vices 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 Construction, current as of the date of this Agreement,
unless otherwise provided in this Agreement.
2.6.3 Construction Phase duties, responsibilities and
limitations of authority of the Architect shall not be
PAGE 3
restricted, modified or extended without written agreement of
the Owner and Architect.
2.6.4 The Architect shall be a representative of and
shall advise and consult with the Owner (1) during construction,
and (2) as an Additional Service at the Owner's direction from
time to time during the warranty period described in the
contract for Construction, i.e. one year. The Architect shall
have authority to act on behalf of the Owner only to the extent
provided in this Agreement unless otherwise modified by written
instrument.
2.6.5 The Architect shall visit the site at intervals
appropriate to the stage of construction or as otherwise agreed
by the Owner and Architect in writing to become familiar with
the progress and quality of the Work completed and to determine
if the Work is being performed in a manner indicating that the
Work when completed will be in accordance with the Contract
Documents. On the basis of on-site observations as an archi-
tect, the Architect shall keep the Owner informed of the pro-
gress and quality of the Work, and shall exercise the utmost
care and diligence in discovering and promptly reporting to the
Owner any defects or deficiencies in the work of Contractor or
any subcontractors. The Architect represents that he will
follow the highest professional standards in performing all
services under this Agreement. Any defective designs or
specifications furnished by the Architect will be promptly
corrected by the Architect at no cost to the Owner. The
Owner's approval, acceVtance, use of or payment for all or any
part of the Architects services hereunder or of the Project
itself shall in no way alter the Architect's obligations or the
Owner's rights hereunder.
2.6.6 The Architect shall not have control over or charge
of and shall not be responsible for construction means, methods,
techniques, sequences or procedures, or for safety precautions
and programs in connection with the Work. The Architect shall
not be responsible for the Contractor's schedules or failure to
carry out the Work in accordance with the Contract Documents
except insofar as such failure may result from Architect's acts
or omissions. The Architect shall not have control over or
charge of acts or omissions of the Contractor, Subcontractors,
or their agents or employees, or of any other persons
performing portions of the Work.
2.6.7 The Architect shall at all times have access to
the Work wherever it is in preparation or progress.
2.6.8 Except as may otherwise be provided in the Contract
Documents or when direct communications have been specially
authorized, the Owner and Contractor shall communicate through
PAGE 4
the Architect. Communications by and with the Architect's
consultants shall be through the Architect.
2.6.9 Based on the Architect's observations at the site
of the work and evaluations of the Contractor's Applications
for Payment, the Architect shall review and certify the amounts
due the Contractor.
2.6.10 The Architect's certification for payment shall
constitute a representation to the Owner, based on the Archi-
tect'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 point indicated
and that the quality of the Work is in accordance with the Con-
tract Documents. The foregoing representations are subject to
minor deviations from the contract Documents correctable prior
to completion and to specific qualifications expressed by the
Architect. The issuance of a Certificate for Payment shall
further constitute a representation that the Contractor is
entitled to payment in the amount certified. However, the
issuance of a Certificate for Payment shall not be a represen-
tation that the Architect has (1) made exhaustive or continuous
on-site inspections to check the quality or quantity of the
Work, (2) reviewed construction means, methods, techniques,
sequences or procedures, (3) reviewed copies of requisitions
received from Subcontractors and material suppliers and other
data requested by the Owner to substantiate the Contractor's
right to payment or (4) ascertained how or for what purpose the
Contractor has used money previously paid on account of the
Contract Sum.
2.6.11 The Architect shall have the responsibility and
authority to reject Work which does not conform to the Contract
Documents. Whenever the Architect considers it necessary or
advisable for implementation of the intent of the Contract Docu-
ments, the Architect will have authority to require additional
inspection or testing of the Work in accordance with the pro-
visions of the Contract Documents, whether or not such Work is
fabricated, installed or completed. However, neither this
authority of the Architect nor a decision made in good faith
either to exercise or not exercise such authority shall give
rise to a duty or responsibility of the Architect to the
Contractor, Subcontractors, material and equipment suppliers,
their agents or employees or other persons performing portions
of the Work.
2.6.12 The Architect shall review and approve or take
other appropriate action upon Contractor's submittals such as
Shop Drawings, Product Data and Samples for the purpose of (1)
compliance with applicable laws, statutes, ordinances and codes;
and (2) determining whether or not the Work, when completed,
PAGE 5
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 in the Architect's professional judg-
ment 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 perfor-
mance of equipment or systems designed by the Contractor, all
of which remain the responsibility of the Contactor to the
extent required by the Contract Documents. The Architect's
review shall not constitute approval of safety precautions or,
unless otherwise specifically stated by the Architect, of
construction means, methods, techniques, sequences or
procedures. The Architect's approval of a specific item shall
not indicate approval of an assembly of which the item is a
component. When professional certification of performance
characteristics of materials, systems or equipment is required
by the Contract Documents, the Architect shall be entitled to
rely upon such certification to establish that the materials,
systems or equipment will meet the performance criteria
required by the Contract Documents.
2.6.13 The Architect shall prepare Change Orders and
Construction Change Directives, with supporting documentation
and data if deemed necessary by the Architect as provided in
Subparagraphs 3.1.1 and 3.3.3, for the Owner's approval and
execution in accordance with the Contract Documents, and may
authorize minor changes in the Work not involving an adjustment
in the Contract Sum or an extension of the Contract Time which
are not inconsistent with the intent of the Contract Documents.
2.6.14 On behalf of the Owner, the Architect shall
conduct inspections to determine the dates of Substantial
Completion and Final Completion, and shall issue Certificates of
Substantial and Final Completion. The Architect will receive
and review written guarantees and related documents required by
the Contact Documents and assembled by the Contractor and shall
issue a final certificate for Payment.
2.6.15 The Architect shall interpret and provide recom-
mendations on matters concerning performance of the Owner and
Contractor under the requirements of the Contract Documents on
written request of either the Owner or Contract. The Archi-
tect'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
PAGE 6
form of drawings. When making such interpretations and initial
decisions, the Architect shall endeavor to secure faithful per-
formance by both Owner and Contractor, shall not show partiality
to either, and shall not be liable for results for interpreta-
tions or decisions so rendered in good faith in accordance with
all the requirements of the Owner-Architect Agreement and in
the absence of negligence.
2.6.17 The Architect shall render written decisions with-
in a reasonable time on all claims, disputes or other matters
in question between the Owner and Contractor relating to the
execution or progress of the Work as provided in the Contract
Documents.
2.6.18 The Architect (1) shall render services under the
Agreement in accordance with the highest professional standards
prevailing in the metroplex area; (2) will reimburse the Owner
for all damages 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 Architects
obligations thereunder.
2.6.19 The Architect shall provide the Owner with one
set of reproducable prints showing all significant changes to
the Construction Documents during the Construction Phase and
shall also provide the Owner with one set of reproducible
as-built Drawings for the Owner's file.
ARTICLE 3
ADDITIONAL SERVICES
3.1 GENERAL
3.1.1 The services described in this Article 3 are not
included in Basic Services unless so identified in Article 2,
and they shall be paid for by the Owner as provided in this
Agreement, in addition to the compensation for Basic Services.
The services described under Paragraphs 3.2 and 3.4 shall only
be provided if authorized or confirmed in writing by the
Owner. If services described under Contingent Additional
Services in Paragraph 3.3 are required due to circumstances
beyond the Architect's control, the Architect shall notify the
Owner prior to commencing such services. If the Owner deems
that such services described under Paragraph 3.3 are not
required, the Owner shall give prompt written notice to the
Architect. If the Owner indicates in writing that all or part
of such Contingent Additional Services are not required, the
Architect shall have no obligation to provide those services.
PAGE 7
Owner will be responsible for compensating the Architect for
Contingent Additional Services only if they are not required
due to the negligence or fault of Architect.
3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES
3.2.1 If more extensive representation at the site than
is described in Subparagraph 2.6.5 is required, the Architect
shall provide one or more Project Representatives to assist in
carrying out such additional on-site responsibilities.
3.2.2 Project Representatives shall be selected,
employed and directed by the Architect, and the Architect shall
be compensated therefor as agreed by the Owner and Architect.
The duties, responsibilities and limitations of authority of
Project Representatives shall be as described in the edition of
AIA Document B352 current as of the date of this Agreement,
unless otherwise agreed.
3.2.3 Through the observations by such Project Represen-
tatives, the Architect shall endeavor to provide further pro-
tection for the Owner against defects and deficiencies in the
Work, but the furnishing of such project representation shall
not modify the rights, responsibilities or obligations of the
Architect as described elsewhere in this Agreement.
3.3 CONTINGENT ADDITIONAL SERVICES
3.3.1 Making material revisions in Drawings, Specifications
or other documents when such revisions are:
1. inconsistent with approvals or instructions
previously given by the Owner, including
revisions made necessary by adjustments in
the Owner's program or Project budget;
2. required by the enactment or revision of
codes, laws or regulations subsequent to the
preparation of such documents, or
3. due to changes required as a result of the
Owner's failure to render decision in a
timely manner.
3.3.2 Providing services required because of significant
changes in the Project including, but not limited to, size,
quality, complexity, the Owner's schedule, or the method of
bidding or negotiating and contracting for construction, except
for services required under Subparagraph 5.2.5.
PAGE 8
3.3.3 Preparing Drawings, Specifications and other
documentation and supporting data, and providing other services
in connection with Change Orders and Construction Change
Directives.
3.3.4 Providing consultation concerning replacement of
Work damaged by fire or other cause during construction, and
furnishing services required in connection with the replacement
of such Work.
3.3.5 Providing services made necessary by the default
of the Contractor, by major defects or deficiencies in the Work
of the Contractor.
3.3.6 Providing services in evaluating an extensive
number of claims submitted by the Contractor or others in
connection with the Work.
3.3.7 Providing services in connection with a public
hearing, arbitration proceeding or legal proceeding except
where the Architect is party thereto.
3.3.8 Preparing documents for alternate, separate or
sequential bids or providing services in connection with
bidding, negotiation or construction prior to the completion of
the Construction Documents Phase.
3.4 OPTIONAL ADDITIONAL SERVICES
3.4.1 Providing financial feasibility or other special
studies.
3.4.2 Providing planning surveys, site evaluations or
comparative studies of prospective sites.
3.4.3 Providing special surveys, environmental studies
and submissions required for approvals of governmental auth-
orities or others having jurisdiction over the Project.
3.4.4 Providing services relative to future facilities,
systems and equipment.
3.4.5 Providing services to investigate existing condi-
tions or facilities or to make measured drawings thereof.
3.4.6 Providing services to verify the accuracy of draw-
ings or other information furnished by the Owner.
3.4.7 Providing coordination of construction performed by
separate contractors or by the Owner's own forces and coordina-
tion of services required in connection with construction
performed and equipment supplied by the Owner.
PAGE 9
3.4.8 Providing services in connection with the work of
a construction manager or separate consultants retained by the
Owner.
3.4.9 Providing detailed quantity surveys or inventories
of material, equipment and labor.
3.4.10 Providing analyses of owning and operating costs.
3.4.11 Providing interior design and other similar ser-
vices required for or in connection with the selection, pro-
curement or installation of furniture, furnishings and related
equipment.
3.4.12 Providing services for planning tenant or rental
spaces.
3.4.13 Making investigations, inventories of materials
or equipment, or valuations and detailed appraisals of existing
facilities.
3.4.14 Providing assistance in the utilization of equip-
ment or systems such as testing, adjusting and balancing, prepa-
ration of operation and maintenance manuals, training personnel
for operation and maintenance and consultation during operation.
3.4.15 Providing services after issuance to the Owner of
the final Certificate for Payment, or in the absence of a final
Certificate for Payment, more than 60 days after the date of
Substantial Completion of the Work.
3.4.16 Providing services of consultants for other than
architectural, structural, mechanical and electrical engineering
portions of the Project provided as a part of Basic Services.
3.4.17 Providing any other services not otherwise
included in this Agreement or not customarily furnished in
accordance with generally accepted architectural practice.
3.4.18 Preparing a set of reproducible record drawings
showing significant changes in the Work made during construction
based on marked-up prints, drawings and other data furnished by
the Contractor to the Architect. (This is for drawings prepared
in addition to those called for in Section 2.6.19.)
ARTICLE 4
OWNER'S RESPONSIBILITIES
4.1 The Owner shall consult with the Architect regarding
requirements for the Project, including (1) the Owner's
PAGE 10
objectives, (2) schedule and design constraints and criteria,
including space requirements and relationships, flexibility,
expandability, special equipment, systems and site requirements,
as more specifically described in Paragraph 2.2.1.
4.2 The Owner shall establish and update an overall
budget for the Project, including the Construction Cost, the
Owner's other costs and reasonable contingencies related to all
of these costs.
4.3 If requested by the Architect, the Owner shall
furnish evidence that financial arrangements have been made to
fulfill the Owner's obligations under this Agreement.
4.4 The Owner shall designate a representative authorized
to act on the Owner's behalf with respect to the Project. The
owner or such authorized representative shall render decisions
in a timely manner pertaining to documents submitted by the
Architect in order to avoid unreasonable delay in the orderly
and sequential progress of the Architect's services.
4.5 The Owner shall furnish surveys describing physical
characteristics, legal limitations and utility locations for the
site of the Project, and a written legal description of the
site. The surveys and legal information shall include, as
applicable, grades and lines of streets, alleys, pavements and
adjoining property and structures; adjacent drainage; rights-
of-way, restrictions, easements, encroachments, zoning, deed
restrictions, boundaries and contours of the site; locations,
dimensions and necessary data pertaining to existing buildings,
other improvements and trees; and information concerning avail-
able utility services and lines, both public and private, above
and below grade, including inverts and depths. All the infor-
mation on the survey shall be referenced to a project benchmark.
4.6 The Owner shall furnish the services of geotechnical
engineers when such services are requested by the Architect.
Such services may include but are not limited to test borings,
test pits, determinations of soil bearing values, percolation
tests, evaluations of hazardous materials, ground corrosion and
resistivity tests, including necessary operations for antici-
pating sub-soil conditions, with reports and appropriate
professional recommendations.
4.6.1 The Owner shall furnish the services of other
consultants when such services are reasonably required by the
scope of the Project and are requested by the Architect and are
not retained by the Architect as part of his Basic Services.
4.7 The Owner shall furnish structural, mechanical,
chemical, air and water pollution tests, tests of hazardous
PAGE 11
materials, and other laboratory and environmental tests,
inspections and reports required by law or the Contract
Documents.
4.8 The Owner shall furnish all legal, accounting and
insurance counseling services as may be necessary at any time
for the Project, including auditing services the Owner may
require to verify the Contractor's Applications for Payment or
to ascertain how or for what purposes the Contractor has used
the money paid by or on behalf of the Owner.
4.9 The services, information, surveys and reports
required by Paragraphs 4.5 through 4.8 shall be furnished at
the Owner's expense, and the Architect shall be entitled to
rely upon the accuracy and completeness thereof in the absence
of any negligence on the part of the Architect.
4.10 Prompt written notice shall be given by the Owner to
the Architect if the Owner becomes aware of any fault or defect
in the Project or nonconformance with the Contract Documents.
4.11 The proposed language of certificates or certifi-
cations requested of the Architect or Architect's consultants
shall be submitted to the Architect for review and approval at
least fourteen (14) days prior to execution. The Owner shall
not request certifications that would require knowledge or
services beyond the scope of this Agreement.
ARTICLE 5
CONSTRUCTION COST
5.1 DEFINITION
5.1.1 The Construction Cost shall be the total cost or
estimated cost to the Owner of all elements of the Project
designed or specified by the Architect.
5.1.2 The Construction Cost shall include the cost at
current market rates of labor and materials furnished by the
owner and equipment designed, specified, selected or specially
provided for bey 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 condi-
tions at the time of bidding and for changes in the Work during
construction.
5.1.3 Construction Cost does not include the compensation
of the Architect and Architect's consultants, the costs of the
land, rights-of-way, financing or other costs which are the
responsibility of the Owner as provided in Article 4.
PAGE 12
5.2 RESPONSIBILITY FOR CONSTRUCTION
5.2.1 Evaluations of the Owner's Project budget, pre-
liminary estimates of Construction Cost and detailed estimates
of Construction Cost, if any, prepared by the Architect, repre-
sent 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 Con-
tractor's methods of determining bid prices, or over competitive
bidding, market or negotiating conditions. Accordingly, the
Architect cannot and does not warrant or represent that bids or
negotiated prices will not vary from the Owner's Project budget
or from any estimate of Construction Cost or evaluation prepared
or agreed to by the Architect.
5.2.2 No fixed limit of Construction Cost shall be
established as a condition of this Agreement by the furnishing,
proposal or establishment of a Project budget, unless such
fixed limits has been agreed upon in writing and signed by the
parties 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 construc-
tion 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 or Negotiation Phase has not com-
menced within ninety (90) days after the Architect submits the
Construction Documents to the Owner, any Project budget or
fixed limit of Construction Cost shall be adjusted to reflect
changes in the general level of prices in the construction
industry between the date of submission of the Construction
Documents to the Owner and the date on which proposals are
sought.
5.2.4 If a fixed limit of Construction Cost (adjusted as
provided in Subparagraph 5.2.3) is exceeded by the lowest bona
fide bid or negotiated proposal, the Owner shall:
1. give written approval of an increase in such
fixed limit;
2. authorize rebidding or renegotiating of the
Project within a reasonable time;
3. if the Project is abandoned, terminate in
accordance with Paragraph 7.3; or
PAGE 13
4. cooperate in revising the Project scope and
quality as required to reduce the Construc-
tion Cost.
5.2.5 If the Owner chooses to proceed under Clause 5.2.4.4.
the Architect, without additional charge, shall modify the Con-
tract Documents as necessary to comply with the fixed limit, if
established as a condition of this Agreement. The modification
of Contract Documents shall be the limit of the Architect's
responsibility arising out of the establishment of a fixed limit.
The Architect shall be entitled to compensation in accordance
with this Agreement for all services performed whether or not
the Construction Phase is commenced.
ARTICLE 6
USE OF ARCHITECT'S DRAWINGS,
SPECIFICATIONS AND OTHER DOCUMENTS
6.1 The Drawings, Specifications and other documents pre-
pared by the Architect for this Project are instruments of the
Architect's service for use solely with respect to this Project
and, unless otherwise provided, the Architect shall be deemed
the author of these documents and shall retain all common law,
statutory and other reserved rights, including the copyright.
The Owner shall be permitted to retain copies, including repro-
ducible copies, of the Architect's Drawings, Specifications and
other documents for information and reference in connection with
the Owner's use and occupancy of the Project. The Architect's
Drawings, Specification 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 the
Architect is in default under this Agreement, except by agreement
in writing and with appropriate compensation to the Architect.
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 publica-
tion in derogation of the Architect's reserved rights.
ARTICLE 7
TERMINATION, SUSPENSION OR ABANDONMENT
7.1 This Agreement may be terminated by either party upon
not less than seven 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.
PAGE 14
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 Archi-
tect in accordance with this Agreement shall be considered
substantial nonperformance 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. Unless payment in full is received by the Architect
within seven (7) days of the date of the notice, the suspension
shall take effect without further notice. In the event of a
suspension of services, the Architect shall have no liability
to the Owner for delay or damage caused the Owner because of
such suspension of services.
7.6 In the event of termination not the fault of the
Architect, the Architect shall be compensated for services
properly performed prior to termination.
ARTICLE 8
MISCELLANEOUS PROVISIONS
8.1 This Agreement shall be governed by the laws of the
State of Texas.
8.2 Terms in this Agreement shall have the same meaning
as those in AIA Document A201 General Conditions of the
Contract for Construction, current as of the date of this
Agreement.
8.3 The Owner and Architect, respectively, bind them-
selves, their partners, successors, assigns and legal represen-
tatives 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.
PAGE 15
Neither Owner nor Architect shall assign this Agreement without
the written consent of the other.
8.4 This Agreement represents the entire and integrated
agreement between the Owner and Architect and supersedes all
prior negotiations, representations or agreements, either
written or oral. This Agreement may be amended only by written
instrument signed by both Owner and Architect.
8.5 Nothing contained in this Agreement shall create a
contractual relationship with or a cause of action in favor of
a third party against either the Owner or Architect.
8.6 Unless otherwise provided in this Agreement, the
Architect and Architect's consultants shall have no respon-
sibility for the discovery, presence, handling, removal or
disposal of or exposure of persons to hazardous materials in
any form at the Project site, including but not limited to
asbestos, asbestos products, polychlorinated biphenyl (PCB) or
other toxic substances, provided, however, Architect shall have
the responsibility to and shall report to the Owner the
location of any hazardous material that an Architect of similar
skill and expertise should have noticed.
8.7 Upon receipt of prior written approval of Owner, the
Architect shall have the right to include representations of
the design of the Project, including photographs of the
exterior and interior, among the Architect's promotional and
professional materials. The Architect's materials shall not
include the Owner's confidential or proprietary information if
the Owner has previously advised the Architect in writing of
the specific information considered by the Owner to be confi-
dential 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
9.1 DIRECT PERSONNEL EXPENSE
9.1.1 Direct Personnel Expense is defined as the direct
salaries of the Architect's personnel engaged on the Project
and the portion of the cost of their mandatory and customary
contributions and benefits related thereto, such as employment
taxes and other statutory employee benefits, insurance, sick
leave, holidays, vacations, pensions and similar contributions
and benefits.
PAGE 16
9.2 REIMBURSABLE EXPENSES
9.2.1 Reimbursable Expenses are in addition to compensa-
tion for Basic and Additional Services and include expenses
incurred by the Architect and Architect's employees and con-
sultants in the interest of the Project, as identified in the
following Clauses.
9.2.1.1 Expense of transportation in connection with the
Project; expenses in connection with authorized out-of-town
travel; long-distance communications; and fees paid for securing
approval of authorities having jurisdiction over the Project.
9.2.1.2 Expense of reproductions, postage and handling
of Drawings, Specifications and other documents.
9.2.1.3 If authorized in advance by the Owner, expense
of overtime work requiring higher than regular rates.
9.2.1.4 Expense of renderings, models and mock-ups
requested by the Owner.
9.2.1.5 Expense of additional insurance coverage or
limits, including professional liability insurance, requested
by the Owner in excess of that normally carried by the Archi-
tect and Architect's consultants.
9.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES
9.3.1 Subsequent payments for Basic Services shall be
made monthly and, where applicable, shall be in proportion to
services performed within each phase of service, on the basis
set forth in Subparagraph 10.2.2.
9.3.2 If and to the extent that the time initially estab-
lished 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 Subparagraph 10.2.2 based on (1) the lowest bona
fide bid or negotiated proposal, 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 17
9.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES
9.4.1 Payments on account of the Architect's Additional
Services and for Reimbursable Expenses shall be made monthly
upon presentation of the Architect's statement of services
rendered or expenses incurred.
9.5 PAYMENTS WITHHELD
9.5.1 No deductions shall be made from the Architect's
compensation on account of penalty, liquidated damages or other
sums withheld from payments to contractors, or on account of
the cost of changes in the Work other than those for which the
Architect is responsible.
9.6 ARCHITECT'S ACCOUNTING RECORDS
9.6.1 Records of Reimbursable Expenses and expenses
pertaining to Additional Services and services performed on the
basis of a multiple of Direct Personnel Expense shall be
available to the Owner or the Owner's authorized representative
for inspection and copying during regular business hours for
three years after the date of the final Certificate of Payment.
ARTICLE 10
BASIS OF COMPENSATION
The Owner shall compensate the Architect as follows:
10.1 BASIC COMPENSATION
10.1.1 FOR BASIC SERVICES, as described in Article 2,
and any other services included in Article 11 as part of Basic
Services, Basic Compensation shall be: twentyone thousand five hundred
dollars and no cents 21,500.00)
10.1.2 Progress payments for Basic Services in each
phase shall total the following percentages of the total Basic
Compensation payable:
Schematic Design Phase: fifteen percent (15%)
Design Development Phase: twenty percent (20%)
Construction Documents Phase: thirty percent (30%)
Bidding or Negotiation Phase: ten percent (10%)
Construction Phase: twenty-five percent (25%)
Total basic Compensation: one hundred percent (100%)
PAGE 18
10.2 COMPENSATION FOR ADDITIONAL SERVICES
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 Representation, as described in Paragraph 3.2, and (2)
services included in Article 11 as part of Additional Services,
but excluding services of consultants, compensation shall be
computed as follows:
Principals $ 70 per hour
Other Employees 45 hourly rate
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 1.10 times the amounts billed
to the Architect or such services.
10.3 REIMBURSABLE EXPENSES
10.3.1 FOR REIMBURSABLE EXPENSES, as described in Para-
graph 9.2, and any other items included in Article 11 as
Reimbursable Expenses, a multiple of 1.10
times the expenses incurred by the rchi.tect, 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 twelve (12) months of the date
hereof, through no fault of the Architect, extension of the
Architect's services beyond that time shall be compensated as
provided in Subparagraphs 9.3.3 and 10.2.2.
10.4.2 Payments are due and payable
from the date of the Architect's invoice.
thirty (30) days after the invoice date shall
the rate of one percent (1%) per month.
thirty (30) days
Amounts unpaid
bear interest at
PAGE 19
ARTICLE 11
OTHER CONDITIONS OR SERVICES
(Insert descriptions of other services, identify Additional Services included within
Bas Compensation and modiacations to the payment and compensation terms included in
this Agreement.)
This agreement entered into as of the day and year first
written above.
CITY OF DENTON, TEXAS,
OWNER
BY: J1
RAY STI P NS , r MAYOR
ATTEST:
BROWN FE 0 D W F
HI E
BY:
CRAIG . REYN DS, ARTNER
'eAAA W,#
N FER ALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
DEBRA ADAMI DRAYOVITCH, CITY ATTORNEY
BY:
PAGE 20