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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 Copynghi 191 92b 194e 1951 1953 1956 1%1 1%3 1966 1% 19 0 19 4 is 19 by The Amt an Inst mte if Arch cis New Ni, 4 A en,, N N h ngi t U C ' YU Rcn d r on of the irate he c n or ubs ant a tmo on r I 0 ~t o w Ihoul pea s to o the AN u a e rh cop ghi law c ( 6 tin ed 9t le, arc s o s F In tt_ t o ec,, on 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