1986-2511654L
NO
AN ORDINANCE AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH
HAYWOOD JORDAN MCCOWAN AND GARY JUREN ARCHITECTS $ COMPANY
RELATING TO THE RENDERING OF PROFESSIONAL ARCHITECTURAL SERVICES
FOR THE DESIGN OF A COMMUNITY CENTER, AND PROVIDING FOR AN
EFFECTIVE DATE
NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
SECTION I
That the Mayor is hereby authorized to execute an agreement
with Haywood Jordan McCowan and Gary Juren Architects $ Company
relating to the rendering of Professional architectural services
for the design of a community center, a copy of said agreement
being attached hereto and incorporated by reference herein
SECTION II 0;, -
That the expenditure of funds in the amount of $94,000 is
hereby authorized
SECTION III
That this ordinance shall become effective immediately upon
its passage and approval
PASSED AND APPROVED THIS THE day of 1986
RAY ST HENS, MAYOR
CITY OF DENTON, TEXAS
ATTEST
ALL N, I S E A
C T OF ENTON, TEXAS
APPROVED AS TO LEGAL FORM
DEBRA ADAMI DRAYOVITCH, CITY ATTORNEY
CITY OF DENTON, TEXAS
BY
THE AMERICAN INSTITUTE OF ARCHITECTS
il
AIA Document B141
Standard Form of Agreement Between
Owner and Architect
1977 EDITION
THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES CONSULTATION WITH
AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION
AGREEMENT
made as of the Thirty-first day of October in the year of Nineteen
Hundred and Eighty-six
I
BETWEEN the Owner City of Denton
and the Architect Joint Venture
Haywood Jordan McCowan- Dallas
Gary Juren Architects & Co.- Denton
For the following Project
(Include detailed description of Project location and scope)
A 20,000 square foot community center located on a
5.5 Acre site at Morse St,Newton St, Wilson St, Denton, Tx.
The Owner and the Architect agree as set forth below
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AIA D 1CUMf NT P14 ( N ar r A "IF t _
1HE N LA _NN t ..1 U 4 4 1 \L, )JR1 A N N S>`11h.,11'~ I UYA. Bt41 19 1
TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT
ARTICLE 1
ARCHITECT'S SERVICES AND RESPONSIBILITIES
BASIC SERVICES
The Architects Basic Services consist of the five
phases described in Paragraphs 1 1 through 1 5 and
include normal structural mechanical and electrical
engim ering services and any other services included
in Article 15 as part of Basic Services
11 SCHEMATIC DESIGN PHASE
111 The Architect shall review the program furnished
by the Owner to ascertain the requirements of the Project
and shall review the understanding of such requirements
with the Owner
112 The Architect shall provide a preliminary evalua
tion of the program and the Project budget requirements
each in terms of the other subject to the limitations set
forth in Subparagraph 3 21
1 1 3 The Architect shall review with the Owner alterna
trve approaches to design and construction of the Project
1 14 Based on the mutually agreed upon program and
Project 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
11 5 The Architect shall submit to the Owner a State
ment of Probable Construction Cost based on current
area volume or other unit costs
1 2 DESIGN DEVELOPMENT PHASE
1 21 Based on the approved Schematic Design Docu
ments and any adjustments authorized by the Owner to
the program or Project budget the Architect shall pre
pare for approval by the Owner Design Development
Documents consisting of drawings and other documents
to fix and describe the size and character of the entire
Project as to architectural structural mechanical and elec
trical systems materials and such other elements as may
be appropriate
1 2 2 The Architect shall submit to the Owner a further
Statement of Probable Construction Cost
1 3 CONSTRUCTION DOCUMENTS PHASE
1 31 Based on the approved Design Development Doc
umenth and any further adjustments in the scope or qual
ty of the Project or in the Project hudget authorized by
the Owner the Architect shall prepare for approval by
the ON, net Construction Documents conaging of Draw
ings and Speancations setting forth in detail the require
ments for the construction of the Project
13 2 The Architect shall assist the Owner in the prepara
don of the necessary bidding information bidding forms
the Conditions of the Contract and the form of Agree
ment between the Owner and the Contractor
1 3 3 The Architect shall advise the Owner of any adjust
ments to previous Statements of Probable Construction
Cost indicated by changes in requirements or general
market conditions
13 4 The Architect shall assist the Owner in connection
with the Owner s responsibility for filing documents re
quired for the approval of governmental authorities hav
ing jurisdiction over the Project
1 4 BIDDING OR NEGOTIATION PHASE
1 41 The Architect following the Owner s approval of
the Construction Documents and of the I est Statement
of Probable Construction Cost shall assist the Owner in
a taming bids or negotiated proposals and assist in
awarding and preparing contracts for con truction
1 5 CONSTRUCTION PHASE-ADMINISTRATION
OF THE CONSTRUCTION CONTRACT
151 The Construction Phase will commence with the
award of the Contract for Construction and together with
the Architect s obligation to provde Basic Sen ices under
this Agreement will terminate when final payment to the
Contractor is due or in the absence of a anal Certificate
for Payment or of such due date sixty days after the Date
of Substantial Completion of the Work whichever occurs
first
1 5 2 Unless otherwise provided in this Agreement and
incorporated in the Contract Documents the Architect
shall provide administration of the Contract for Construc
lion as set forth below and in the edition of AIA Dow
ment A201 General Conditions of the Conuact for Con
struction current as of the date of this Agreement
1 5 3 The Architect shall be a representative of the
Owner during the Construction Phase and shall advise
and consult with the Owner Instructions to the Contrac
tot shall be forwarded through the Architect The Archt
sect shall have authority to act on behalf of the Owner
only to the extent provided in the Contract Documents
unless otherwise modified by written in, ument in ac
cordance with Subparagraph 1 516
154 The Architect shall visit the site a intervals ap
propriate to the stage of construction o as otherwise
agreed by the Architect in writing to become generally
familiar with the progress and quality of the Vvork and to
determine in general if the Work is proceeding in accord
ante with the Contract Documents Howe er the Archi
tect shall not be required to make exh L;tn a or con
tinuous on site inspections to check the q_a'rty or quan
utv of the %%ork On the ba>w of such C' i c observa
bone as an arch sect the Architect shall Leep he Owner
wormed of the progress anc qua qty or tie Vvork and
shall endeavor to guard the Owner aga ^ t oetects and
deficiencies in the Work of the Contractor
155 The Architect shall not have control or charge of
and shall not be responsible for const uction means
methods techniques sequence; or pro edures or for
safeh precautions and programs in connection with the
Work for the acts or omissions of the Cmtractor Sub
AIA UOCt. ME NI 0141 OI»rk At h IiCI ACPRME+ 1..1p R, ^ ED I A A
THE AMI.RiCt,N WiTl.il Ut ARCHJi EC id NEI VUkt A It E N1^ 1 4SN1 0 _C 81411977 3
contractors or any other persons performing any of the
Work or for the failure of any of them to carry out the
Work in accordance with the Contract Documents
15 6 The Architect shall at all times have access to the
Work wherever it is in preparation or progress
1 5 7 The Architect shall determine the amounts owing
to the Contractor based on observations at the site and on
evaluations of the Contractors Applications for Payment
and shall issue Certificates for Payment in such amounts
as provided in the Contract Documents
15 B The issuance of a Certificate for Payment shall
constitute a representation by the Architect to the Owner,
based on the Architects observations at the site as pro
vided in Subparagraph 1 54 and on the data comprising
the Contractors Application for Payment that the Work
has progressed to the point indicated that to the best of
the Architect s knowledge information and belief the qual
ity, of the Work is in accordance with the Contract Docu
ments (subject to an evaluation of the Work for con
formance with the Contract Documents upon Substantial
Completion to the results of any subsequent tests re
quired by or performed under the Contract Documents
to minor deviations from the Contract Documents cor
rectable prior to completion and to any specific qualifica
tions stated in the Certificate for Payment) and 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 made any
examination to ascertain how and for what purpose the
Contractor has used the moneys paid on account of the
Contract Sum
159 The Architect shall be the interpreter of the re
quirements of the Contract Documents and the judge of
the performance thereunder by both the Owner and
Contractor The Architect shall render interpretations nec
essary for the proper execution or progress of the Work
"ith reasonable promptness on written request of either
the Owner or the Contractor and shall render written de
clsions within a reasonable time on all claims disputes
and other matters in question between the owner and the
Contractor relating to the execution or progress of the
Work or the interpretation of the Contract Documents
1 510 Interpretations and decisions of the Architect shall
be consistent with the intent of and reasonably inferable
from the Contract Documents and shall be in written or
graphic form In the capacity of interpreter and judge
the Architect shall endeavor to secure faithful perform
once by both the Ossner and the Contractor shall not
show partiality to either and shall not be liable for the
result of any interpretation or decision rendered in good
faith in such capacity
1 511 The Architect s decision; in m hers relating to
artistic enect shall be final if con intent H ith the intent of
the Contract Documents The Architects decisions on
any other claims disputes or other matters including
those in question between the Owner and the Contractor
shall be subject to arbitration as provided in this Agree
ment and in the Contract Documents
1 512 The Architect shall hase authority to reject Work
which does not conform to the Contract Documents
Whenever in the Architect s reasonable opinion it i;
necessary or advisable for the implementation of the intent
of the Contract Documents the Architect skill have author
ity to require special inspection or testing of the Work in
accordance with the prousions of the Contract Docu
ments whether or not such Work be then fabricated in
stalled or completed
1 513 The Architect shall review and approve or take
other appropriate action upon the Contractors submittals
such as Shop Drawings Product Data and Samples but
only for conformance with the design concept of the
Work and with the information given in the Contract
Documents Such action shall be taken ltith reasonable
promptness so as to cause no delay The Architects ap
proval of a specific item shall not indicate approval of an
assembly of which the item is a component
1514 The Architect shall prepare Change Orders for
the Owners approval and execution in accordance with
the Contract Documents and shall have authority to order
minor changes in the Work not m%olving an adjustment
in the Contract Sum or an extension of the Contract Time
which are not inconsistent with the intent of the Contract
Documents
1 515 The Architect shall conduct inspections to deter
mine the Dates of Substantial Completion and final cam
pletion shall receive and forward to the Owner for the
Owner s review written warranties and related documents
required by the Contract Documents and assembled by
the Contractor and shall issue a final Certificate for Pay
ment
1 516 The extent of the duties responsibilities and lim
nations of authority of the Architect as the Owners rep
resentative during construction shall not be modified or
extended without written consent of the Owner the Con
tractor and the Architect
1 6 PROJECT REPRESENTATION BEYOND BASIC SERVICES
161 If the Owner and Architect agree that more ex
tensive representation at the site than is described in
Paragraph 1 5 shall be provided the Architect shall pro
vide one or more Project Representatives to assist the
Architect in carrying out such responsibilities at the site
162 Such Project Representalnes shall be selected em
ployed and directed by the Architect and the Architect
shall be compensated therefor as mu ually agreed be
tween the Owner and the Architect as set forth in an ex
habit appended to this Agreement wh ch shall describe
the duties responsibilities and limitations of authority of
such Project Representatives
1 6 3 Through the obserk ations by such Project Repre
sen am es the Architect shall endeavor to provide further
protection for the Owner agamst defecrs and denciences
in the Work but the furmshmg or wch project repre>erta
oon sha" not m ,defy the rigt is respo^ b htie or obbpa
bons of the Architect a, descnbed in Pa agraph 1 5
17 ADDITIONAL SERVICES
The following Smites are not included in Basic
Services unless so identified in Article 15 They shall
be prodded if authorized or confi med in;vnting by
the Owner and they shall be paid for b1 the Owner
as prodded in this Agreement in addition to the
compensation for Basic Sera ses
EIA DOCOME1, BW Ci 1 n 1 1r 1k r 1
4 6141-1977 TML AMERI~An I >Ti i,l OF Ak-H'I~ 3 NE" 1ORk AIENIE >11 N ~+NCl P. E C aax
17 1 Providing analyses of the Owner s needs and pro
gramming the requirements of the Project
172 Providing financial feasibility or other special
studies
173 Providing planning surveys site evaluations, envl
ronmental studies or compa atrve studies of prospective
sites and preparing special surveys studies and submis
sions required for approvals of governmental authorities
or others having jurisdiction over the Project
174 Providing services relative to future facilities sys
tems and equipment which are not intended to be con
strutted during the Construction Phase
175 Providing services to investigate existing conditions
or facilities or to make measured drawings thereof or to
verify the accuracy of drawings or other information fur
nished by the Owner
176 Preparing documents of alternate separate or
sequential bids or providing extra services in connection
with bidding negotiation or construction prior to the
completion of the Construction Documents Phase when
requested by the Owner
177 Providing coordination of Work performed by
separate contractors or by the Owner s own forces
178 Providing services in connection with the work of
a construction manager or separate consultants retained
by the Owner
1 79 Providing Detailed Estimates of Construction Cost
analyses of owning and operating costs or detailed quan
City surreys or inventories of material equipment and
labor
1 710 Providing interior design and other similar ser
vices required for or in connection with the selection
procurement or installation of furniture furnishings and
related equipment
1 7 11 Providing services for planning tenant or rental
spaces
1712 Making re%isions to Drawings Specifications or
other documents when such revisions are inconsistent
with written approvals or instructions previously given
are required by the enactment or revision of codes laws
or regulations subsequent to the preparation of such doc
uments or are due to other causes not solely within the
control of the Architect
1 713 Preparing Drawings Speciticahons and supporting
data and providing other services in connection with
Change Orders to the extent that the adjustment in the
Basic Compensation resulting from the adjusted Con
stn chon Cost is not commensurate with the services re
qui td of the Architect provided such Change Orders are
req i ed by causes not solely within the control of the
Architect
1714 Making investigations sun eys valuations inven
tones or detailed appraisals of existing facilities and sen
ices required in connection with construction performed
by the Owner
1 715 Providing consultation concerning replacement of
any 14ork damaged b) fire or other cause during con
struction and furnishing services as may be required in
connection with the replacement of such Work
1 716 Providing services made necessary by the default
of the Contractor or by major defects or deficiencies in
the Work of the Contractor or by failure of performance
of either the Owner or Contractor under the Contract for
Construction
1 717 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
1 718 Providing extensive assistance in the utilization of
any equipment or system such as initial start up or testing
adjusting and balancing preparation of operation and
maintenance manuals training personnel for operation
and maintenance and consultation during operation
1 719 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 sixty days after
the Date of Substantial Completion of the Work
1 7 20 Preparing to serve or serving as an expert witness
in connection with any public hearing arbitration pro
ceeding or legal proceeding
1721 Providing services of consultants for other than
the normal architectural structural mechanical and elec
meal engineering services for the Project
1722 Providing any other services not otherwise in
eluded in this Agreement or not customanly furnished in
accordance with generally accepted architectural practice
18 TIME
181 The Architect shall perform Basic and Additional
Services as expeditiously as is consistent with 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 shall be adjusted as required as
the Project proceeds and shall mciude allowances for pen
ods of time required for the Owner s rexiew and approval
of submissions and for appro5als of authorities having
jurisdiction oxer the Project This schedule when approved
by the Owner shall not except for reasonable cause be
exceeded by the Architect
ARTICLE 2
THE OWNER S REST ONSIBILITIES
21 The Owner shall pro Ide full information regarding
requirements for t' e Protect including a program which
shell set forth the O.+ners design objectives constraints
and crilena including space requiremerts and relation
ships f7exublhtf and expandabihh spe-a' equpment and
sy ster s and site requirements
22 If the Owner provides a budget for the Project it
shall include contingencies for bidding changes in the
Work during construction and other costs which are the
responsibility of the Owner including those described to
this Article 2 and in Subparagraph 31 2 The Owner shall
at the request of the Architect provide a statement of
funds a%aiiable for the Project and their source
AIA DOCUMLNT 6141 O N M H L- t kctm Ti- i \ „A
THE AMrxICAN INST7UTE O ARCHI7L(T5 35 NEV, TJRI Ao LN,L N w %N ^HIN„T,)N F . 1 B141-197' 5
2 3 `'1e C, er I I es n, a vhen re are a rPD
e - I e ed o act n he Owne behalt with
re pet to the Pro ect The Owner or such authorized
repre entatlve hall examine the documents submitted by
the >rchltect sod shall render deus On$ pe ain ng thereto
promptly to avoid unreasonable delay in the progress of
the Architect, services
24 The Ow°er shall furnish a legal desvnpuon and a
ce 1 led lard ur Pe or the s to giving as appllnh'e
gr r'r, -rid n alleys pa~emcI- > and adioln
Ing p r,cerh gh ut vas, e t Ic ons ei eme~ s en
cro,c=er _oro,g deed re dons b-andares and
contours or Ike site location, dimensions and complete
data pertamirt to existrrg bL Ildings other mprosements
and trees and full nrornatlon concerning available serv
ice and unhty lines both public and pnva a above and
below grade ncluding inverts and depths
25 The Owner shall furnish the services of soil engi
neers or other consultants when such services are deemed
necessary by the Architect Such services shall include test
borings test pits soil bearing values percolation tests air
and water poi utlon tests ground corrosion and resistivity
tests including necessary operations for determining sub
sod air and water conditions with reports and appropn
ate professional recommendations
26 The Owner shall furnish structural mechanical
chemical and other laboratory tests inspections and re
ports as required by law or the Contract Documents
2 7 The Owner shall furnish all legal accounting and in
surance coup eling services as may be necessary at any
time for the Project including such auditing services as
the Owner may require to verify the Contractors Appllca
tions for Payment or to ascertain how or for what pur
poses the Contractor uses the moneys paid by or on be
half of the Owner
28 The semlces information surveys and reports re
quired by Paragraphs 24 through 27 inclusive shall be
furnished at the Owner s expense and the Architect shall
be entitled to rely upon the accuracy and completeness
thereof
29 If the Owner observes or otherwise becomes aware
of any fault or defect in the Project or nonconformance
with the Contract Documents prompt written notice
thereof shall be given by the Owner to the Architect
210 The Owner shall furnish required information and
services and hall render approvals and decisions as ex
peditiously a, necessary for the orderly progress of the
Architects services and of the Work
ARTICLE 3
CONSTRUCTION COST
31 DEFINITION
311 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
312 The Construction Cost shall include at current
market rates including a reasonable allowance for over
head and protit the cost of labor and materials furnished
by the Owner and any equipment which has been de
<,ed C- tied < e rcd r pe a Iv orov ded ror by
'e Archi e
31 3 Construc Ion Cost does not include the Lompen
sa' m of the Arch test and the Archltcc , con u''ant
the cost or the land rights of way or other costs which
are the responsibility of the Owner as provided in Atli
cle 2
32 RESPONSIBILITY FOR CONSTRUCTION COST
3 2 1 Ev a is )r " Uw er Proiev ri ',er rate
men )t h1 nible Con,rj tcn Cot 3nr' 7erulef
Estill ates or Con,truc on CI If anv preoa Pd by the
4rchltect rep e,ent the Arc, ect s best iudg-ent as a
de ign prom, onal ramlhar Aith the osnstructon Indus
Irv It is recognized however that neither the Architect
nor the Owner has control over the cost of labor mate
rials or equipment over the Contractors methods of de
ternri 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 saw from the Project budget
proposed established or approved by the Owner if any
or from any Statement of Probable Construction Cost or
other cost estimate or evaluation prepared by the Archl
tect
322 No fixed limit of Construction Cost shall be estab
fished as a condition of this >greement by the furnishing
proposal or establishment of a Project budget under Sub
paragraph 1 1 2 or Paragraph 2 2 or otherwise unless such
fixed limit has been agreed upon in writing and signed by
the parties hereto If such a Fixed limit has been estab
lished the Architect shall be permitted to include con
tingencies nor design bidding and price escalation to de
termine what materials equipment component systems
and types of constructon are to be included in the Con
tract Documents to make reasonable adjustments in the
scope of the Project and to include in the Contract Docu
ments alternate bids to adjust the Construction Cost to the
fixed limit Anv such fixed limit shall be increased in the
amount of any increase in the Contract Sum occurring
after execution of the Contract for Construction
3 2 3 If the Bidding or Negotiation Phase has not com
menced within three months atter the Architect submits
the Construction Documents to the Owner any Project
budget or axed limit of Construction Cost shall be ad
justed to reflect any change in the general level of prices
in the construction industry between the date of submis
Sion of the Construction Documents to the Owner and
the date on which proposals are sought
324 If a Project budget or fixed limit of Construction
Cost (adjusted as provided in Subparagraph 3 2 3) Is ex
ceeded by the lowest bona fide bid or negotiated pro
posal the Owner shall (1) give written approval of an
increase in such fixed limit (2) authorize rebidding or re
negotiating of the Project within a reasonable time (3) if
the Project is abandoned terminate in accordance with
Paragraph 10 2 or (4) cooperate in revising the Project
scope and quality as required to reduce the Construction
Cost in the case of (4) provided a fixed limit of Construc
uon Cost has been established as a condition of th s Agree
ment the Architect without additional charge shall mod
ify the Drawings and Specifications as necessary to comply
AIA DOCUMENT 8141 OWNER ARCHITECT AGREEMENT HIRTEENTH EDITION JULY 197 AIA✓P m 1977
6 8141 1977 THE AMERICAN INSTITUTE OF ARCHITECTS 173, NEW YORK AVENUE N W WASHINGTON 0 C 20006
with the fixed limit The providing of such service shall be
the limit of the Architects responsibility arising from the
establishment of such fixed limit and having done so the
Architect shall be entitled to compensation for all services
performed in accordance with this Agreement whether
or not the Construction Phase is commenced
ARTICLE 4
DIRECT PERSONNEL EXPENSE
41 Direct Personnel Expense is defined as the direct sal
an s of all the Architects personnel engaged on the Proj
ect and the portion of the cost of their mandatory and
customary contributions and benefits related thereto such
as employment taxes and other statutory employee bene
fits insurance sick leave holidays lacauons, pensions
and similar contributions and benefits
ARTICLE 5
REIMBURSABLE EXPENSES
51 Reimbursable Expenses are in addition to the Com
pensation for, Basic and Additional Services and include
actual expenditures made by the Architect and the Archl
tect s employees and consultants in the interest of the
Project for the expenses listed in the following Sub
paragraphs
511 Expense of transportation in connection with the
Project living expenses in connection with out of town
travel long distance communicationst and fees paid for
securing approval of authorities having jurisdiction over
the Project
51 2 Expense of reproductions postage and handling of
Drawings Specifications and other documents excluding
reproductions for the office use of the Architect and the
Architect s consultants
51 3 Expense of data processing and photographic pro
duction techniques when used in connection with Addl
tional Services
514 If authorized in advance by the owner expense of
mernme work requiring higher than regular rates
51 5 Expense of renderings models and mock ups re
quested by the Ow net
51 6 Expense of any additional insurance coverage or
limits including professional habiht~ insurance requested
by the Owner in excess of that normally carried by the
Architect and the Architects consultants
ARTICLE 6
PAYMENTS TO THE ARCHITECT
6 1 PAYMENTS ON ACCOUNT OF BASIC SERVICES
61 1 An initial payment as set forth in Paragraph 141 is
the minimum pajment under this Agreement
61 2 Subsequent payments for Basic Services shall be
made monthly and sf all be in proportion to services per
formed within each Phase of services on the basis set
forth in Article 14
61 3 If and to the extent that the Contract Time initially
es abhshed in the Contract for Construction is exceeded
or extended through no fault of the Architect compensa
lion For any Basic Semices required for such extended
period of Administration of the Construction Contract
shall be computed as set forth in Paragraph 14 4 for Addl
tional Services
61 4 When compensation is based on a percentage of
Construction Cost and any portions of the Project are
deleted or otherwise not constructed compensation for
such portions of the Project shall be payable to the extent
services are performed on such portions in accordance
with the schedule set forth in Subparagraph 14 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
Statement of Probable Construction Cost or Detailed Esti
mate of Construction Cost for such portions of the Project
62 PAYMENTS ON ACCOUNT OF
ADDITIONAL SERVICES
621 Payments on account of the Architects Additional
Services as defined in Paragraph 1 " and for Reimbursable
Expenses as defined in Article 5 shall be made monthly
upon presentation of the Architects statement of services
rendered or expenses incurred
63 PAYMENTS WITHHELD
6 31 No deductions shall be made from the Architect s
compensation on account of penalty liquidated damages
or other sums withheld from pay ments to contractors or
on account of the cost of changes in the Work other than
those for which the Architect is held legally liable
6 4 PROJECT SUSPENSION OR TERMINATION
641 If the Project is suspended or abandoned in whole
or in part for more than three months the Architect shall
be compensated for all services penormed prior to receipt
of written notice from the Owner of such suspension or
abandonment together with Reimbursable Expenses then
due and all Termination Expenses as defined in Paragraph
104 If the Project is resumed after being suspended for
more than three months the Architects compensation
shall be equitably adjusted
ARTICLE 7
ARCHITECT S ACCOUNTING RECORDS
71 Records of Reimbursable Expenses and expenses per
taming to Additional Services and services performed on
the bases of a Muluple of Direct Personnel Expense shall
be kept on the basis of generallj accepted accounting
principles and shall be atailable to the Owner or the
Owners authorized representa neat mutually comenient
times
ARTICLE B
OWNERSHIP AND USE OF DOCUMENTS
B 1 Drawing and Specifications as maruments of sem
ice are and shall remain the properp of the Architect
whether the Project for which thet are made is executed
or not The Ow ner shall be permitted to retain copies in
eluding reproducible copies of D awing; and Specifica
tions for information and reference in connection with the
Owners use and occupancy of the Pro ect The Drawings
and rpearlcations shall not be used by the Oy ier on
Aie DOCI MEN 0141 Ui N A AR--l 1, AGki fA 1N TH 1 c , ] I % i A A' 1;
THi AMERICAN INSTI'.,TE OF ARCHITKTS V 5 NEW tORe AIIN N% v A;HINuiUN D 20xA 6141 1977 7
other projects for additions to this Project or for comple
uon of this Project by others provided the Architect is not
in default under this Agreement except by agreement in
writing and with appropriate compensation to the Archi
tect
8 2 Submission or distribution to meet official regulatory
requirements or for other purposes in connection with the
Project is not to be construed as publication in derogation
of the Architects rights
ARTICLE 9
ARBITRATION
9 All claims disputes and other matters in qu ion
bet en the parties to this Agreement arising ou of or
relate to this Agreement or the breach thereof, all be
decide by arbitration in accordance with the onstruc
tion Ind try Arbitration Rules of the Amenc n Arbrtra
tion Assoc tion then obtaining unless the rties mutu
ally agree o erwise No arbitration ansin out of or re
eating to this greement shall include b consolidation
joinder or in a other manner any add tonal person not
a party to this A Bement except by w tten consent con
taimng a specific ference to this A reement and signed
by the Architect th Owner and a other person sought
to be joined Any co sent to arb ration involving an ad
ditional person or per ns shall of constitute consent to
arbitration of any disp a not described therein or with
any person not named o d cribed therein This Agree
ment to arbitrate and any reement to arbitrate with an
additional person or per duly consented to by the
parties to this Agreeme sha be specifically enforceable
under the prevailing a itratio aw
92 Notice of the mand for a itration shall be filed in
writing with the er party to t s Agreement and with
the American A itration Associati n The demand shall
be made withi a reasonable time a r the claim dispute
or other mat r in question has arise In no event shall
the deman for arbitration be made a r the date when
nstitutio of legal or equitable proce ings based on
such cla dispute or other matter in qu tion would be
barre y the applicable statute of limitatio s
93 he award rendered by the arbitrators s all be final
an judgment may be entered upon it in actor ante with
phcable law in ant court ha\mg jurisdiction t reof
ARTICLE 10
TERMINATION OF AGREEMENT
101 This Agreement mat be terminated by either party
upon seen days written notice should the other parry
fad substantially to perform in accordance with its terms
thro-gn no fault of the parry miti,t rig the termination
102 This Agreement may be terminated by the Owner
upon at least seen days written notice to the Architect
in the event that the Project is permanently abandoned
103 In the event of termination not the fault of the Ar
chitect the Architect shall be compensated for all senices
performed to termination date together with Reimburs
able Expenses then due s
1 .--A - V---k In a
nation Expense,nciuae expenses oirecuy
>uta to termination for which the Architec n 00
lerwise ensated plus an amount cc led as
tentage of otal Basic and Addrtl Compen!
n earned to the t1 of termmati as follows
1 20 percent d term I ccurs during the Sc
mane Design Phas r
2 10 percent i mnation cc during the Des
bevel nt Phase or
3 5 rcent if termination occurs durin y su
ARTICLE 11
MISCELLANEOUS PROVISIONS
11 1 Unless otherwise specified this Agreement shall be
governed by the law of the principal place of business of
the Architect
11 2 Terms in this Agreement shall ha\e the same mean
ing as those in AIA Document A201 General Conditions
of the Contract for Construction current as of the date
of this Agreement
11 3 As between the parties to this Agreement as to all
acts or failures to act by either party to this Agreement
any applicable statute of limitations shall commence to
run and any alleged cause of action shall be deemed to
have accrued in any and all events not later than the rele
\ant Date of Substantial Completion of the Work and as
to any acts or failures to act occurring after the relevant
Date of Substantial Completion not later than the date of
issuance of the final Certificate for Payment
114 The Owner and the Architect wane all rights
against each other and against the contractors consult
ants agents and employees of the other for damages coy
ered by ant property insurance during construction as set
forth in the edition of AIA Document A201 General Con
ditions current as of the date of this Agreement The
Owner and the Architect each shall require appropriate
similar waivers from their contractors consultants and
agents
ARTICLE 12
SUCCESSORS AND ASSIGNS
121 The Owner and the Architect respectwely bind
themsehes their partners successors assigns and legal
representati\es to the other partt to this Agreement and
to the partners successors assigns and legal representa
ties of such other parry with re pect to all co\enants of
this Agreement Neither the Owner nor the Architect shall
a sign sublet or transfer any interest in this Agreement
without the wr tten consent of the other
ARTICLE 13
EXTENT OF AGREEMENT
131 This Agreement represents the entire and integrated
agreement between the Owner and the Architect and
supersedes all prior negotiations representations or agree
ments either written or oral This Agreement may be
amended only bj written instrument s gned b\ both
Owner and Architect
Ale n'1CLMEtiT 8141 l i 9..1 'N i
8 81411977 to AMER .AN INSM JI AR N tC1 31 w YVR A\EN E Nw 1\h HI1,11 d
ARTICLE 14
BASIS OF COMPENSATION
The Owner shall compensate the Architect for the Scope Of Services provided in accordance with Article 6 Payments
to the Architect and the other Terms and Conditions of this Agreement as follows
141 AN INITIAL PAYMENT of Three Thousand Fi ve Hundred
dollars (S 3,500
shall be made upon execution of this Agreement and credited to the Owner s account as follows
Credited to last payment at Schematic Desiqn
142 'BASIC COMPENSATION
14 21 FOR BASIC SERVICES as described in Paragraphs 1 1 through 1 5 and any other services included in Article 15
as part of Basic Services Basic Compensation shall be computed as follows
(Here insert basis of compensation including fixed amounts multiples or pe centapes and identify Phases to which particular methods of compensa
tlon apply If necessary I
Compensation shall be a Fixed Fee of Ninety Thousand Dollars ($90,000 )
1422 Where compensation is based on a Stipulated Sum or Percentage of Construction Cost, payments fop Basic
Services shall be made as provided in Subparagraph 61 2 so that Basic Compensation for each Phase shall
equal the following percentages of the total Basic Compensation payable
(Include any additional Phases as appropriate I
Schematic Design Phase
Thirty
Design Development Phase
Fifteen
Construction Documents Phase
Thirty
Bidding or Negotiation Phase
F1 ve
Construction Phase
Twenty
percent (30 k
percent (15
percent (30
percent ( 5
percent (20 eke)
143 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES as described in Paragraph 1 6 Compensation shall
be computed separately in accordance with Subparagraph 1 6 2
AIA DOCUMENT 9141 `OWNER ARCHITECT AGREEMENT THIRTEENTH EDITION JULY 1977 Alq®
THE AMERICAN INSTITUTE OF ARCHITECTS 1735 NEW YORK AVENUE N W NASHINGTON D C
8141-1977 9
14 4 COMPENSATION FOR ADDITIONAL SERVICES
1441 FOR ADDITIONAL SERVICES OF THE ARCHITECT as described in Paragraph 1 7 and any other services in
cluded in Article 15 as part of Additional Services but excluding Additional Services of consultants Compen
cation shall be computed as follows
(Here insert basis of compensation including rates and or multiples of Direct Pe sonnet Expense for P mnpals and emplo ee and dent h P c pal
and classify employees it required identify specific services to which part cular methods of compensal of apply if necessary )
Principals and employees' time at a multiple of 1.1 times
their Direct Persomnell Expense as defined in Article 4.
1442 FOR ADDITIONAL SERVICES OF CONSULTANTS including additional structural mechanical and electrical
engineering services and those prolided under Subparagraph 1 7 21 or identified in Article 15 as part of Addi
tional Services a multiple of 1~ 1 times the amounts billed
to the Architect for such services
fident ly spec f c types of consultants in A I cle 15 of requ red )
145 FOR REIMBURSABLE EXPENSES as described in Article 5 and any other items included in Article 15 as Reim
burnable Expenses a multiple of 1.1 ) times the amounts ex
pended by the Architect the Architects employees and consultants in the interest of the Project
146 Payments due the Architect and unpaid under this Agreement shall bear interest from the date payment is
due at the rate entered below or in the absence thereof at the legal rate prelaihng at the principal place of
business of the Architect q p
aCC~
Mere nse t am rate of merest agreed upon per annum
)
L u 1 a d req., a nent u de Ihr We a 1 wh o Lend ng Acl a al and a rc o r n 1 a e in, c a o at th
Os nee d A ch tecl p nc pa plat a of bu a the local on of the a me a d c h I na ah c rhr d n c in P So f r legal
r re I SIC h ch am c w th nspeel tc or lvl r mod foal on is nrn eo rm l a w I n d rc u r c wa r
147 The OMner and the Architect agree in accordance M th the Term dnd Condit on< o1 th Agreement that
14 71 IF THE SCOPE of the Project or of the Architect s Semites is changed materially the amounts of compensation
shall be equitably adjusted
1472 IF THE SERVICES co%ered by this Agreement have not been completed within
I ]months of the date hereof through no fault of the Architect the amounts of compensation rates and
multiples set forth herein sha'I be equitably adjusted
At DOCL MEN 8141 t I
10 8141 1977 INS AMf A ,A N011 An I I LN ) snl N t A
ARTICLE 15
OTHER CONDITIONS OR SERVICES
1) Delete Article 9 Arbitration in its entirety
2) Upon completion of the Schematic Design Phase, and for no
additional Compensation Joint Venture Architect agrees to
provide
(a) one 24"x3611 colored site plan, floor plan, and
exterior perspective
(b) twelve 811x1111 color photographs and one 35mm slide
of each sheet
3) a Should substantial reuse be made of plans and specifications
prepared under this agreement for the 1988-89 Community
Center and the 1990-91 Community Center, the architect shall
be compensated as follows
Schematic Design Phase
50%
of
basic
service
fee
for
phase
Design Development Phase
50%
of
basic
service
fee
for
phase
Construction Document Phase
50%
of
basic
service
fee
for
ohase
Bidding and Negotiation Phase
100%
of
basic
service
fee
for
phase
Construction Phase
100%
of
basic
service
fee
for
phase
The basic service fee shall be computed at 7 5% of the Pro,7act Budget
3) b Should the 1988-89 Center and the 1990-91 Center be similar but
substantially different or altered, the Architect shall be compensated
at the rates of 6% and 5-~% of their Project Budoets respectively
4) Delete Section 10 4 in its entirety
5) Amend Section 14 6 to provide for an interest rate of
12% per annum
k
AIA DOCUMENT 8141 OWNER ARCHITECT AGREEMENT THIRTEENTH EDITION JULY 1977 AIA® O 7977
THE AMERICAN INSTITUTE OF ARCHITECTS 1775 NEW YORK AVENUE N W WASHINGTON D C 20006
8141-1977 11
This Agreement entered into as of the day and year first written above
OWNER
City of Denton
ARCHITECT Joint Venture
Havwnnd Jprdan Mr-rnwaa
Denton. TX 76201
BY rRAr✓
las. Tx 75208
Y
F ed / a ndero President
Gary Juren Architects & Co.
222 E McKinney Suite 200
tonj,TX 70201
AIA DOCUMENT 5141 OWNER ARCHITECT AGREEMENT
12 8141 1977 THE AMERICAN INSTITUTE OF ARCHITECTS 1735 NEW
~..',~AV jary T.. Juren,
TENTH EDITION IUEY 1977 AIA® Q 1977 Pres.
AVENUE NW WASHINGTON DC 20006
ARTICLE 15
Other Conditions or Services
1) Delete Article 9 Arbitration in its entirety
2) Upon completion of the Schematic Design Phase, and for no
additional Compensation Joint Venture, Architect agrees
to provide
(a) one 24" x 36" colored site plan, floor plan, and
exterior perspective
(b) twelve 8-1/2" x 11" color photographs and one 35mm
slide of each sheet for use in a bond election
3) If the City chooses to use the Architect's services for
the design of the 1988-89 and 1990-91 Community Center,
the professional fee for Basic Services for the 1988-89
Community Center and the 1990-91 Community Center will be
compensated at the rates of 68 and 5-1/28 of the
Construction Cost, respectively These rates allow for
facilities that are designed for their respective site
conditions yet similar in program and design materials as
that of the original Community Center
4) Delete Section 10 4 in its entirety
5) Amend Section 14 6 to provide for an interest rate of 128
per annum