1988-0412235L
NO y
AN ORDINANCE AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH
THE ARCHITECTURAL COLLECTIVE INC FOR PROFESSIONAL ARCHITECTURAL
SERVICES RELATING TO THE EXPANSION OF THE ANIMAL CONTROL 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 The Architectural
Collective Inc for professional architectural services relating
to the design and construction of the expansion to the Animal
Control 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
expend ture o unds in the manner and amount as specified in the
agreement
SECTION III That this ordinance shall become effective
immediately upon its passage and approval
PASSED AND APPROVED this the &day of , 1988
RAY S ENS MAYOR
ATTEST
JE R A RS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
DEBRA ADAMI DRAYOVITCH, CITY ATTORNEY
BY ,(~fYQ/ ~llL~aLy99/7/~~J
2235L
THE STATE OF TEXAS §
COUNTY OF DENTON §
AGREEMENT BETWEEN THE
CITY OF DENTON AND THE
ARCHITECTURAL COLLECTIVE INC
This Agreement made as of the -24 day of 1988
between the City of Denton, Texas, hereinafter referred to as
"Owner" and The Architectural Collective Inc hereinafter referred
to as "Architect" for the following Project Design of the expan-
sion of the Denton Animal Control Center The Owner and Architect
agree as set forth below
ARTICLE 1
ARCHITECT'S RESPONSIBILITIES
1 1 ARCHITECT'S SERVICES
1 1 1 The Architect's services consist of those services
performed by the Architect, Architect's employees and Architect's
consultants as enumerated in Articles 2 and 3 of this Agreement
and any other services included in Article 11
1 1 2 The Architect's services shall be performed as
expeditiously as is consistent with the highest degree of profes-
sional 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 ser-
vices which may be adjusted as the Project proceeds, and shall
include allowances for periods of time required for the owner's
review and for approval of submissions by authorities having
jurisdiction over the Project Time limits established by this
schedule and approved by the Owner shall not, except for
reasonable cause, be exceeded by the Architect or Owner, and any
adjustments to this schedule shall be mutually acceptable
1 1 3 The services covered by this Agreement are subject
to the time limitations contained in Subparagraph 10 4 1
ARTICLE 2
SCOPE OF ARCHITECT'S BASIC SERVICES
2 1 DEFINITION
2 1 1 The Architect's Basic Services consist of those
described in Paragraphs 2 2 through 2 6 and any other services
identified in Article 11 as part of Basic Services, and include
without limitation normal structural, mechanical and electrical
engineering services and any other engineering services necessary
to produce a complete and accurate set of Construction Documents,
as described by and required in Paragraph 2 4
2 2 SCHEMATIC DESIGN PHASE
2 2 1 The Architect in consultation with the Owner shall
develop a written program for the Project to ascertain Owner's
needs and to establish the requirements for the Project
2 2 2 The Architect shall provide a preliminary evaluation
of the Owner's program, construction schedule and construction
budget requirements, each in terms of the other, subject to the
limitations set forth in Subparagraph 5 2 1
2 2 3 The Architect shall review with the Owner
alternative approaches to design and construction of the Project
2 2 4 Based on the mutually agreed-upon program, schedule
and construction budget requirements, the Architect shall prepare,
for approval by the Owner, Schematic Design Documents consisting
of drawings and other documents illustrating the scale and
relationship of Project components The Schematic Design shall
contemplate compliance with all applicable laws, statutes,
ordinances, codes and regulations
2 2 5 The Architect shall submit to the Owner a preliminary
detailed estimate of Construction Cost based on current area,
volume or other unit costs and which indicates the cost of each
category of work involved in constructing the Project and
establish an elapsed time factor for the period of time from the
commencement to the completion of construction
2 3 DESIGN DEVELOPMENT PHASE
2 3 1 Based on the approved Schematic Design Documents and
any adjustments authorized by the Owner in the program, schedule
or construction budget, the Architect shall prepare for approval
by the Owner, Design Development Documents consisting of drawings
and other documents to fix and describe the size and character of
the Project as to architectural, structural, mechanical and
electrical systems, materials and such other elements as may be
appropriate, which shall comply with all applicable laws,
statutes, ordinances, codes and regulations
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 Project, 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
indicated by changes in requirements or general market conditions
2 4.4 The Architect shall assist the Owner in connection
with the Owner's responsibility for filing documents required for
the approval of governmental authorities having jurisdiction over
the project
2 5 BIDDING 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 restricted,
PAGE 3
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 architect, the Archi-
tect shall keep the Owner informed of the progress and quality of
the Work, and shall exercise the utmost care and diligence in
discovering and promptly reporting to the Owner any defects or
deficiencies in the work of Contractor or any subcontractors
The Architect represents that he will follow the highest profes-
sional standards in performing all services under this Agreement
Any defective designs or specifications furnished by the Architect
will be promptly corrected by the Architect at no cost to the
Owner The Owner's approval, acceptance, use of or payment for
all or any part of the Architect's services hereunder or of the
Project itself shall in no way alter the Architect's obligations
or the Owner's rights hereunder
2 6 6 The Architect shall not have control over or charge
of and shall not be responsible for construction means, methods,
techniques, sequences or procedures, or for safety precautions and
programs in connection with the Work The Architect shall not be
responsible for the Contractor's schedules or failure to carry out
the Work in accordance with the Contract Documents except insofar
as such failure may result from Architect's acts or omissions
The Architect shall not have control over or charge of acts or
omissions of the Contractor, Subcontractors, or their agents or
employees, or of any other persons performing portions of the
Work
2 6 7 The Architect shall at all times have access to the
Work whenever 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 throuP
the Architect Communications by and with the Architect s
consultants shall be through the Architect
PAGE 4
2 6 9 Based on the Architect's observations at the site of
the work and evaluations of the Contractor's Applications for
Payment, the Architect shall review and certify the amounts due
the Contractor
2 6 10 The Architect's certification for payment shall
constitute a representation to the owner, based on the Architect's
observations at the site as provided in Subparagraph 2 6 5 and on
the data comprising the Contractor's Application for Payment,
that the Work has progressed to the point indicated and that the
quality of the Work is in accordance with the Contract Documents
The foregoing representations are subject to minor deviations
from the Contract Documents correctable prior to completion and
to specific qualifications expressed by the Architect The
issuance of a Certificate for Payment shall further constitute a
representation that the Contractor is entitled to payment in the
amount certified However, the issuance of a Certificate for
Payment shall not be a representation that the Architect has (1)
made exhaustive or continuous on-site inspections to check the
quality or quantity of the Work, (2) reviewed construction means,
methods, techniques, sequences or procedures, (3) reviewed copies
of requisitions received from Subcontractors and material
suppliers and other data requested by the Owner to substantiate
the Contractor's right to payment or (4) ascertained how or for
what purpose the Contractor has used money previously paid on
account of the Contract Sum
2 6 11 The Architect shall have the responsibility and
authority to reject Work which does not conform to the Contract
Documents Whenever the Architect considers it necessary or
advisable for implementation of the intent of the Contract 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 auth-
ority of the Architect nor a decision made in good faith either
to exercise or not exercise such authority shall give rise to a
duty or responsibility of the Architect to the Contractor,
Subcontractors, material and equipment suppliers, their agents or
employees or other persons performing portions of the Work
2 6.12 The Architect shall review and approve or take
other appropriate action upon Contractor's submittals such as
Shop Drawings, Product Data and Samples for the purpose of (1)
compliance with applicable laws, statutes, ordinances and codes,
and (2) determining whether or not the Work, when completed, will
be in compliance with the requirements of the Contract
Documents The Architect's action shall be taken with such
reasonable promptness to cause no delay in the Work or in the
construction of the Owner or of separate contractors, while
PAGE 5
allowing sufficient time in the Architect's professional judgment
to permit adequate review Review of such submittals is not
conducted for the purpose of determining the accuracy and
completeness of other details such as dimensions and quantities
or for substantiating instructions for installation or perform-
ance 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 Subpara-
graphs 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 incon-
sistent 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 Certifi-
cate 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 Architect's
response to such requests shall be made with reasonable prompt-
ness and within any time limits agreed upon
2 6 16 Interpretations and decisions of the Architect shall
be consistent with the intent of and reasonably inferable from
the Contract Documents and shall be in writing or in the form of
drawings When making such interpretations and initial decisions,
the Architect shall endeavor to secure faithful performance by
both Owner and Contractor, shall not show partiality to either,
and shall not be liable for results for interpretations or
PAGE 6
decisions so rendered in good faith in accordance with all the
requirements of the owner-Architect Agreement and in the absence
of negligence
2 6 17 The Architect shall render written decisions within
a reasonable time on all claims, disputes or other matters in
question between the Owner and Contractor relating to the
execution or progress of the Work as provided in the Contract
Documents
2 6 18 The Architect (1) shall render services under the
Agreement in accordance with the highest professional standards
prevailing in the metroplex area, (2) will reimburse the Owner
for all damages 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 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 pro-
vide those services Owner will be responsible for compensating
the Architect for Contingent Additional Services only if they are
not required due to the negligence or fault of Architect
PAGE 7
3 2 PROJECT REPRESENTATION BEYOND BASIC SERVICES
3 2 1 If more extensive representation at the site than is
described in Subparagraph 2 6 5 is required, the Architect shall
provide one or more Project Representatives to assist in carrying
out such additional on-site responsibilities
3 2 2 Project Representatives shall be selected, employed
and directed by the Architect, and the Architect shall be
compensated therefor as agreed by the Owner and Architect The
duties, responsibilities and limitations of authority of Project
Representatives shall be as described in the edition of AIA
Document B352 current as of the date of this Agreement, unless
otherwise agreed
3 2 3 Through the observations by such Project 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 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
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
PAGh 8
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 authorities or
others having jurisdiction over the Pro3ect
3 4 4 Providing services relative to future facilities,
systems and equipment
3 4 5 Providing services to investigate existing conditions
or facilities or to make measured drawings thereof
3 4 6 Providing services to verify the accuracy of drawings
or other information furnished by the Owner
3 4 7 Providing coordination of construction performed by
separate contractors or by the Owner's own forces and coordination
of services required in connection with construction performed
and equipment supplied by the Owner
3 4 8 Providing services in connection with the work of a
construction manager or separate consultants retained by the
Owner
PAGE 9
3 4 9 Providing detailed quantity surveys or inventories
of material, equipment and labor
3 4.10 Providing analyses of owning and operating costs
3 4 11 Providing interior design and other similar services
required for or in connection with the selection, procurement or
installation of furniture, furnishings and related equipment
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 equipment
or systems such as testing, adjusting and balancing, preparation
of operation and maintenance manuals, training personnel for
operation and maintenance and consultation during operation
3 4 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
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
PAGE 10
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
available utility services and lines, both public and private,
above and below grade, including inverts and depths All the
information on the survey shall be referenced to a project
benchmark
4 6 The Owner shall furnish the services of geotechnical
engineers when such services are requested by the Architect
Such services may include but are not limited to test borings,
test pits, determinations of soil bearing values, percolation
tests, evaluations of hazardous materials, ground corrosion and
resistivity tests, including necessary operations for anticipating
sub-soil conditions, with reports and appropriate professional
recommendations
4 6 1 The Owner shall furnish the services of other
consultants when such services are reasonably required by the
scope of the Project and are requested by the Architect and are
not retained by the Architect as part of his Basic Services
4 7 The Owner shall furnish structural, mechanical,
chemical, air and water pollution tests, tests of hazardous
materials, and other laboratory and environmental tests,
inspections and reports required by law or the Contract Documents
PAGE 11
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 negli-
gence 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 by the Architect, plus a reasonable allowance for
the Contractor's overhead and profit In addition, a reasonable
allowance for contingencies shall be included for market
conditions at the time of bidding and for changes in the Work
during construction
5 1.3 Construction Cost does not include the compensation
of the Architect and Architect's consultants, the costs of the
land, rights-of-way, financing or other costs which are the
responsibility of the Owner as provided in Article 4
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, 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, 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, equip-
ment, component systems and types of construction are to be
included in the Contract Documents, to make reasonable adjust-
ments 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 commenced
within ninety (90) days after the Architect submits the Construc-
tion 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,
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 Construction
Cost
5 2 5 If the Owner chooses to proceed under Clause 5 2 4 4
the Architect, without additional charge, shall modify the 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, statu-
tory and other reserved rights, including the copyright The
Owner shall be permitted to retain copies, including reproducible
copies, of the Architect's Drawings, Specifications and other
documents for information and reference in connection with the
Owner's use and occupancy of the Project The Architect's
Drawings, 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 publication
in derogation of the Architect's reserved rights
ARTICLE 7
TERMINATION, SUSPENSION OR ABANDONMENT
7 1 This Agreement may be terminated by either party upon
not less than seven 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 ser-
vices performed prior to notice of such suspension When the Pro-
ject is resumed, the Architect's compensation shall be equitably
adjusted to provide for expenses incurred in the interruption and
resumption of the Architect's services
7 3 This Agreement may be terminated by the Owner upon not
less than seven days written notice to the Architect in the event
that the Project is permanently abandoned If the Project is
abandoned by the Owner for more than 90 consecutive days the
Architect or the Owner may terminate this Agreement by giving
written notice
7 4 Failure of the Owner to make payments to the Architect
in accordance with this Agreement shall be considered substantial
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 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
PAGE 15
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 Archi-
tect and Architect's consultants shall have no responsibility for
the discovery, presence, handling, removal or disposal of or
exposure of persons to hazardous materials in any form at the Pro-
ject site, including but not limited to asbestos, asbestos pro-
ducts, 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 infor-
mation 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 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 contri-
butions 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 compensation
for Basic and Additional Services and include expenses incurred by
the Architect and Architect's employees and consultants in the
interest of the Project, as identified in the following Clauses
9 2 1 1 Expense of transportation in connection with the
Project, expenses in connection with authorized out-of-town
travel, long-distance communications, and fees paid for securing
approval of authorities having jurisdiction over the Project
9 2.1 2 Expense of reproductions, postage and handling of
Drawings, Specifications and other documents
9 2 1 3 If authorized in advance by the Owner, expense of
overtime work requiring higher than regular rates
9 2 1 4 Expense of renderings, models and mock-ups
requested by the Owner
9 2 1 5 Expense of additional insurance coverage or limits,
including professional liability insurance, requested by the Owner
in excess of that normally carried by the Architect and Archi-
tect's consultants
9 3 PAYMENTS ON ACCOUNT OF BASIC SERVICES
9 3 1 Subsequent payments for Basic Services shall be made
monthly and, where applicable, shall be in proportion to services
performed within each phase of service, on the basis set forth in
Subparagraph 10 2 2
9 3 2 If and to the extent that the time initially
established in Subparagraph 10 4 1 of this Agreement is exceeded
or extended through no fault of the Architect, compensation for
any services rendered during the additional period of time shall
be computed in the manner set forth in Subparagraph 10 2 3
9 3 3 When compensation is based on a percentage of Con-
struction Cost and any portions of the Project are deleted or
otherwise not constructed, compensation for those portions of the
Project shall be payable to the extent services are performed on
those portions, in accordance with the schedule set forth in Sub-
paragraph 10 2 2 based on (1) the lowest bona fide bid or negoti-
ated 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
9 4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES
9 4 1 Payments on account of the Architect's Additional
PAGE 17
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 a lump sum of Ten Thousand
Four Hundred Dollars ($10,400 00)
10 1 2 Where compensation is based on a stipulated sum or
percentage of Construction Cost, 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 forty, percent (40%)
Bidding or Negotiation Phase five percent (5%)
Construction Phase twenty percent (20%)
Total basic Compensation one hundred percent (100%)
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
PAGE 18
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 $45 00 per hour
10 2 3 FOR ADDITIONAL SERVICES OF CONSULTANTS, including
additional structural, mechanical and electrical engineering ser-
vices and those provided under Subparagraph 3 4 16 or identified
in Article 11 as part of Additional Services, a multiple of one
and one-half (1 5) times the amounts billed to the Architect for
such services
10.3 REIMBURSABLE EXPENSES
10.3 1 FOR REIMBURSABLE EXPENSES, as described in Paragraph
9 2, and any other items included in Article 11 as Reimbursable
Expenses, a multiple of one and one-half (1 5) times the expenses
incurred by the Architect, the Architect's employees and
consultants in the interest of the Project
10 4 ADDITIONAL PROVISIONS
10 4 1 IF THE BASIC SERVICES covered by this agreement
have not been completed within 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 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
ARTICLE 11
OTHER CONDITIONS OR SERVICES
PAGE 19
(Insert descriptions of other services, identify A dditional Services included within
Basic Compensation and modifications to the payment and compensation terms included in
this Agree m ent )
This agreement entered into as of the day and year first
written above
CITY OF DENTON, TEXAS,
OWNER
BY Zf'c~
_
RAY ST S, MAYOR
THE ARCHITECTURAL COLLECTIVE
INC , ARCHITECTS
BY
GE D STONE
ATTEST
JE 'FER TERS, CITY SECRETARY
AP OVED AS TO LEGAL FORM
DEBRA ADAMI DRAYOVITCH, CITY ATTORNEY
BY
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