Loading...
HomeMy WebLinkAboutOrdinance No. 309 ORDINANCE AN ORDINANCE OF THE CITY OF THE COLONY, TEXAS AUTHORIZING THE CITY MANAGER TO ENTER INTO TWO CONTRACTS WITH FRS DESIGN GROUP, INC., IN THE AMOUNT OF FIVE AND A HALF PERCENT (5½%) OF COST FOR THE CONSTRUCTION OF A RECREATION CENTER AND A LIBRARY; ATTACHING THE APPROVED FORM OF CONTRACT AS EXHIBIT "A" AND "B"; AND PROVIDING AN EFFECTIVE DATE. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS: SECTION 1. That the City Manager of the City of The Colony, Texas, is hereby authorized to execute on behalf of the City two (2) contracts with the firm of FRS Design Group, Inc., in the amount of five and a half percent (5½%) of cost for the construction of a Recreation Center and a Library. The approved form of such contracts are attached hereto as Exhibits "A" and "B", and made a part hereof for such purposes. SECTION 2. This Ordinance shall take effect immediately from and after its passage by the City Council of the City of The Colony, Texas. DULY PASSED AND APPROVED by the City Council of the City of The Colony, Texas on the / ~ day of November, 1984. Approved: Larr/D. Sample, Mayor Attest: Jan~Gadd, City Secretary [SEAL] THE AMERICAN INSTITUTE OF ARCHITECTS AIA Document B747 Standard Form of Agreement Between Owner and Architect 1977 EDITION THIS DOCUMENT HA5 I,~fPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN ATTORNEY I$ ENCOUP~GED WiTH RESPECT TO ITS COMPLETION OR MODIFICATION AGREEMENT made as of the ~ day of November in the year of Nineteen Hundred and gighty-four BETWEEN the Owner: city of the Colony 5576 North Colony Blvd. The Colony, Texas 75056 and the Architect: FRS Design Group, Inc. 2501 Parkview, Suite 210 Fort Worth, Texas 76102 For the following Project: Include detailed description of P~iect location and scope.) Programming, Design, Construction Documents, and Construction Administration for the Community Recreation Center The Owner and the Architect agree as set forth below. I TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT I I ARTICLE I meats to previous Statements of Probable Construction Cost indicated by changes in requirements or general ARCHITECT'S SERVICES AND RI:SPONSIBILITIES market conditions. BASIC SER¥1CES 1.3.4 The Architect shall assist the Owner in connection The Architect's Basic Services consist of the five with the Owner's responsibility for filing documents re-- phases described in Paragraphs 1.1 through 1.S and quired for the approval of governmentaJ authorities hay- include normal structural, mechanical and electrical lng jurisdiction over the Project. engineering services and any other services included 1.4 BIDDING OR NEGOTIATION PHASE in Article 15 as part of Basic Services. 1.4.1 The Architect, following the Owner's approval of 1.1 $CHE/~ATIC DESIGN PHASE the Construction Documents and of the latest Statement 1.1,1 The Architect shall ~¥~ of Probable Construction Cost, shall assist the Owner in ~the Owner to ascertain the requirements of the Project obtaining bids or negotiated proposals, and assist in and shall review the understanding of such requirements awarding and preparing contracts for construction. with the Owner. 1.5 CONSTRUCTION PHASE--ADMINISTRATION 1.1.2 The Architect shall provide a preliminary evalua- OF THE CONSTRUCTION CONTRACT tion of the program and the Project budget requirements, 1.5.1 The Construction Phase will commence with the each in terms of the other, subject to the limitations set award of the Contract for Construction and, together with forth in Subparagraph 3.2.1. the Architect's obligation to provide Basic Services under 1.1.3 The Architect shall review with the Owner aherna- this Agreement, will terminate when final payment to the tire approaches to design and construction of the Project. Contractor is due, or in the absence of a final Certificate 1.1.4 Based on the mutually agreed upon program and for Payment or of such due date, sixty days after the Date Project budget requirements, the Architect shall prepare, of Substantial Completion of the Work, whichever occurs for approval by the Owner, Schematic Design Documents first. consisting of drawings and other documents illustrating 1.5.2 Unless otherwise provided in this Agreement and the scale and relationship of Project components, incorporated in the Contract Documents, the Architect 1.1.5 The Architect shall submit to the Owner a State- shall provide administration of the Contract for Construc- ment of Probable Construction Cost based on current tion as set forth below and in the edition of AIA Docu- area, volume or other unit costs., ment A201, General Conditions of the Contract for Con- struction, current as of the date of this AgreemenL 1.2 DESIGN DEVELOPMENT PHASE 1.5.3 The Architect shall be a representative of the 1.2.1 Based on the approved Schematic Design Docu- Owner during the Construction Phase, and shall advise ments and any adjustments authorized by the Owner in and consult with the Owner. Instructions to the Contrac- the program or Project budget, the Architect shall pre- tot shall be forwarded through the Architect. The Archi- pare, for approval by the Owner, Design Development tect shah have authority to act on behalf of the Owner Documents consisting of drawings and other documents only to the extent provided in the Contract Documents to fix and describe the size and character of the entire unless otherwise modified by written instrument in ac- Project as to architectural, structural, mechanical and elec- cordance with Subparagraph 1.5.16. trical systems, materials and such other elements as may 1.5.4 The Architect shall visit the site at intervals ap- be appropriate, propriate to the stage of construction or as otherwise 1.2.2 The Architect shall submit to the Owner a further agreed by the Architect in writing to become generally Statement of Probable Construction Cost. familiar with the progress and quality of the Work. and to 1.3 CONSTRUCTION DOCUMENTS PHASE determine in general if the Work is proceeding in accord- ance with the Contract Documents. However, the Archi- 1.3.1 Based on the approved Design Development Doc- tect shatl not be required to make exhaustive or con- uments and any further adjustments in the scope or qual- - tinuous on-site inspections to check the quality or quan- ity of the Project or in the Project budget authorized by tity of the Work. On the basis of such on-site obse~va- the Owner, the Architect shall prepare, for approval by tions as an architect, the Architect shall keep the Owner the Owner, Construction Documents consisting of Draw- informed of the progress and quality of the Work, and ings and Specifications setting forth in detail the require-- shall endeavor to guard the Owner against defect~ and meats for the construction of the Projecr deficiencies in the Work of the Contractor.. 1.3.2 The Architect shall assist the Owner in the prepara- 1.5.5 The Architect shall not have control or charge of tion of the necessary bidding information, bidding forms, and shall not be responsible for construction means, the Conditions of the Contract, and the form of Agree- methods, techniques, sequences or procedures, or for meat between the Owner and the Contractor.' safety precautions and programs in connection with the 1.3.3 The Architect shall advise the Owner of any adjust- Work, for the acts or omissions of the Contractor, Sub- THE A~ERICAN INSTITUTE OF ARCHITECTS, 17'JS NEW YORJ~ AVENUE. N.W., WASHINGTON, D.C. ~ 1141-1~'ff 3 contractors or any other persons performing any of the necessary or advisable for the implementation of the intent Work, or for the failure of any of them to carry out the of the Contract Documents, the Architect will have author- Work in accordance with the Contract DocumentS. ~ty to require special inspection or testing of the Work in accordance with the provisions of the Contract Docu- 1.5.6 The Architect shall at all times have access to the meats, whether or not such Work be then fabricated, in- Work wherever it is in preparation or progress, stalled or completed. 1.5.7 The Architect shall determine the' amounts owing 1.5.13 The Architect shall review and approve or take to the Contractor based on observations at the site and on other appropriate action upon the Contractor's submittals evaluations of the Contractor's Applications for Payment, such as Shop Drawings, Product Data and Samples, but and shall issue Certificates for Payment in such amounts, only for conformance with the design concept of the as provided in the Contract Documents. Work and with the information given in th~ Contract 1.5.8 The issuance of a Certificate for Payment shall Documents. Such action shall be taken with reasonable constitute a representation by the Architect to the Owner, promptness so as to cause no delay. The Architect's ap- based on the Architect's observations at the site as pro- proval of a specific item shall not indicate approval of an vided in Subparagraph 1.5.4 and on the data comprising assembly of which the item is a component. the Contractor's Application for Payment, that the Work 1.5.14 The Architect shall prepare Change Orders for has progressed to the point indicated: that, to the best of the Owner's approval and execution in accordance with the Architect's knowledge, information and behef, the qual- the Contract Documents, and shall have authority to order ity of th~Work is in accordance with the Contract Docu- minor changes in the Work not involving an adjustment meats (subject to an evaluatic~n of the Work for con- in the Contract Sum or an extension of the Contract Time formance with the Contract Documents upon Substantial which are not inconsistent with the intent of the Contract Completion, to the results of any subsequent tests re- Documents. quired by or performed under the Contract Documents, to minor deviations from the Contract Documents cdr- 1.5.15 The Architect shall conduct inspections to deter- rectable prior to completion, and to any specific qualifica- mine the Dates of Substantial Completion and final com- tions stated in the Certificate for Payment); and that the pletion, shall receive and forward to the Owner for the Contractor is entitled to payment in the amount certified. Owner's review written warranties and related documents However, the issuance of a Certificate for Payment shall required by the Contract Documents and assembled by not be a representation that the Architect has made any the Contractor, and shall issue a final Certificate for Pay- examination to ascertain how and for what purpose the meat. Contractor has used the moneys paid on account of the 1.5.16 The extent of the duties, responsibilities and lim- Contract Sum. itations of authority of the Architect as the Owner's rep- 1.5.9 The Architect shall be the interpreter of the re- resentative during construction shall not be modified or quirements of the Contract Documents and the judge of extended without written consent of the Owner, the Con- the performance thereunder by both the Owner and tractor and the Architect. Contractor. The Architect shall render interpretations nec- 1.6 PROJECT REPRESENTATION BEYOND BASIC SERVICT:S essary for the proper execution or progress of the Work with reasonable promptness on written request of either 1.6.1 If the Owner and Architect agree that more ex- the Owner or the Contractor, and shall render written de- tensive representation at the site than is described in cisions, within a reasonable time. on all claims, disputes Paragraph 1.5 shall be provided, the Architect shall pro- and other matters in question between the Owner and the vide one or more Project Representatives to assist the Contractor relating to the execution or progress of the Architect in carrying out such responsibilities at the site. Work or the interpretation of the Contract Documents. 1.6.2 Such Project Representatives shall be selected, em- 1.5.10 Interpretations and decisions of the Architect shall ployed and directed by the Architect, and the Architect be consistent with the intent of and reasonably inferable shall be compensated therefor as mutually agreed be- tween the Owner and the Architect as set forth in an ex- from the Contract Documents and shall be in written or graphic form. In the capacity of interpreter and judge, hibit appended to this Agreement, which shall describe the duties, responsibilities and limitations of authority of the Architect shall endeavor to secure faithful perform- ance by both the Owner and the Contractor, shall not such Project Representatives. show partiality to either, and shall not be liable for the 1.6.3 Through the observations by such Project Repre- r~sult of any interpretation or decision rendered in 8ood . sentatives, the Architect shall endeavor to provide further faith in such capacity, protection for the Owner against defects and deficiencies 1,5.11 The Architect's decisions in matte~ re[arias to in the Work, but the furnishing of such project representa- artistic effect shall be final if consistent with the intent of lion shall not modify,the rights, responsibilities or obliga- the Contract Documents. The Architect's decisions on tions of the Architect as described in Paragraph 1.5. any other claims, disputes or other matters, including 1.7 ADDmONALSERViCES those in question between the Owner and the Contractor, The following Services are not included in Basic shall be subject to arbitration as provided in this Agree-- Services unless so identified in Article 15. They shall ment and in the Contract Documents. be provided if authorized or confirmed in writing by 1.5.1:Z' The Architect shall have authority to reject Work the Owner, and they shall be paid for by the Owner which does not conform to the Contract Documents. as provided in this Agreement, in addition to the Whenever, in the Architect's reasonable opinion, it is compensation for Basic Se~'ices. 1.7.1 P/f,/~,~]s~,~~~ struction, and furnishing services as may be required in ' ' ' . connection with the replacement of such Work. 1.7.2 Providing financial feasibility or other special 1.7.16 Providing services made necessary by the default studies: of the Contractor, or by major defects or deficiencies in the Work of the Contractor, or by failure of performance 1.7.3 Providing planning surveys, site evaluations, envi- of either the Owner or Contractor under the Contract for ronmental studies or comparative studies of prospective Construction. sites, and preparing special surveys, studies and submis- sions required for approvals of governmental authorities 1.7.17 Preparing a set of reproducible record drawings or others having jurisdiction over the Project. showing significant changes in the Work made during construction based on marked-up prints, drawings and 1.7.4 Providing services relative to future facilities, sys~ other data furnished by the Contractor to the Architect. terns and equipment which are not intended to be con- structed during the Construction Phase. 1.7.18 Providing extensive assistance in the utilization of any equipment Or system such as initial start-up or testing, 1.7.5 Providing services to investigate existing conditions adjusting and balancing, preparahon of operation and or facilities or to make measured drawings thereof, or to maintenance manuals, training personnel for operation verify the accuracy of drawings or other information fur- and maintenance, and consultation during operation. nished by the Owner. 1.7.19 Providing services after ~ssuance to the Owner of 1.7.6 Preparing documents of alternate, separate or the final Certificate for Payment, or in the absence of a sequential bids or providing extra services in connection final Certificate for Payment, more than sixty days after with bidding, negotiation or construction prior to the the Date of Substantial Completion of the Work. completion of the Construction Documents Phase, when 1.7.20 Preparing to serve or serving as an expert witness requested by the Owner. m connection with any public hearing, arbitration pro- 1.7.7 Providing coordination of Work performed by ceeding or legal proceeding. separate contractors or by the Owner's own forces. 1.7.21 Providing services of consultants for other than 1.7.8 Providing services in connection with Ihe work of the normal architectural, structural, mechanical and elec- a construction manager or separate consultants retained trical engineering services for the Project. by the Owner. 1.7.22 Providing any other services not otherwise in- 1.7.9 Providing ~,~-Y~'~,~.~z,~r~' cluded in this Agreement or not customarily furnished in analyses of owning and operating costs, or detailed quan- accordance with generally accepted architectural practice. tity surveys or inventories of material, equipment and 1.8 TIME labor. 1.8.1 The Architect shall perform Basic and Additional 1.7.10 Providing interior design and other similar set- Services as expeditiously as is consistent with professional vices required for or in connection with the selection, skill and care and the orderly progress of the Work. Upon procurement or installation of furniture, furnishings and request of the Owner, the Architect shall submit for the related equipment. Owner's approval a schedule for the performance of the 1.7.11 Providing services for plannin8 tenant or rental Architect's services which shall be adjusted as required as spaces, the Project proceeds, and shall include allowances for peri- ods of time required for the Owner's review and approval 1.7.12 Making revisions in Drawings, Specifications or of submissions and for approvals of authorities having other documents when such rewsions are mconsistent iurisdictionover the Project. Thisscbedule, when approved with written approvals or instructions previously given, by the Owner, shall not, except for reasonable cause, be are required by the enactment or revision of codes, laws exceeded by the Architect. or regulations subsequent to the preparation of such doc- uments or are due to other causes not solely within the control of the Architect. ARTICLE 2 1.7.13 Preparing Drawings, Specifications and supporting THE OWNER'S RESPONSIBILITIES data and providing other services in connection with Change Orders to the extent that the adjustment in the 2.1 The Owner shall provide full information regarding Basic Compensation resulting from the adjusted Con- . requirements for the Project ~, which struction Cost is not commensurate with the services re-- shall set forth the Owner's design objectives, constraints quired of the Architect, provided such Change Orders are and criteria, including space requirements and relation- required by causes not solely within the control of the ships, flexibility and expandability, special equipment and Architect. systems and site requirements. 1.7.14 Making investigations, surveys, valuations, invert- 2.2 If the Owner provides a budget for the Project it tories or detailed app~isals of existing facilities, and serv- shall include contingencies for bidding, changes in the ices required in connection with construction performed Work during construction, and other costs 'which are the by the Owner. responsibility of the Owner, including those described in this Article 2 and in Subparagraph 3.1.2. The Owner shall, 1.7~15 Providin8 consultation concerning replacement of at the request of the Architect, provide a statement of any Work damaged by fire or other cause during con- funds available for the Project, and their source. 2.3 The Owner shall designate, when necessary, a rep- s.gned, specified, selected or specially provided for by resentative authorized to act in the Owner's behalf with the Architect. respect to the Proiect. The Owner or such authorized 3.1.3 Construction Cost does not include the compen- representative shall examine the documents submitted by sation of the Architect and the Architect's consultants, the Architect and shaU render decisions pertaining thereto the cost of the land, rights-of-way, or other costs which promptly, to avoid unreasonable delay in the progress of are the responsibility of the Owner as provided in Arti- the Architect's services, cie 2. 2.4 The Owner shall furnish a legal description and a certified land survey of the site, giving, as applicable, 3.2 RESPONSIBILITY FOR CONSTRUCTION COST grades and lines of streets, alleys, pavements and adjoin- 3.2.1 Evaluations oi the Owner's ProJect budget, State- ing property; rights-of-way, restrictions, easer~ents, eh- meats of Probable Construction Cost ,~nd Detailed croachments, zoning, deed restrictions, boundaries and Estimates of Construction Cost, if any, prepared by the contours of the site; locations, dimensions and complete Architect, represent the Architect's best judgment as a data pertaining to existing buildings, other improvements design professional familiar with the construction indus- and trees; and full information concerning available serv- try. It is recognized, however, that neither the Architect ice and utility lines both public and private, above and nor the Owner has control over the cost of labor, mate- below grade, including inverts and depths, rials or equipment, over the Contractor's methods of de- 2.5 The Owner shall furnish the services of soil engi- termining bid prices, or over competitive bidding, market neers or other consultants when such services are deemed or negotiating conditions. Accordingly, the Architect necessary by the Architect. Such services shall include test cannot and does not warrant or represent that bids or borings, test pits, soil bearing values, percolation tests, air negotiated prices will not vary from the Proiect budget and water pollution tests, ground corrosion and resistivity proposed, established or approved by the Owner, if any, tests, including necessary operations for determining sub- or from any Statement of Probable Construction Cost or soil, air and water conditions, with reports and appropri- other cost estimate or evaluation prepared by the Archi- ate professional recommendations, tect. 2.6 The Owner shall furnish structural, mechanical, 3.2.2 No fixed limit of Construction Cost shall be estab- chemical and other laboratory tests, inspections and re- lished as a condition of this Agreement by the furnishing, ports as required by law or the Contract Documents. proposal or establishment of a Project budget under Sub- paragraph 1.1.2 or Paragraph 2.2 or otherwise, unless such 2.7 The Owner shall furnish all legal, accounting and in- fixed limit has been agreed upon in writing and signed by surance counseling services as may be necessary at any the parties hereto. If such a fixed limit has been estab- time for the Project, including such auditing services as [ished, the Architect shall be permitted to include con- the Owner may require to verify the Contractor's Applica- tingencies for design, bidding and price escalation, to de- lions for Payment or to ascertain how or for what pur- termine what materials, equipment, component systems poses the Contractor uses the moneys paid by or on be- and types of construction are to be included in the Con- half of the Owner. tract Documents, to make reasonable adjustments in the 2.8 The services, information, surveys and reports re- scope of the Project and to include in the Contract Docu- quired by Paragraphs 2.4 through 2.7 inclusive shall be meats alternate bids to adjust the Construction Cost to the furnished at the Owner's expense, and the Architect shall fixed limit. Any such fixed Emit shall be increased in the be entitled to rely upon the accuracy and completeness amount of any increase in the Contract Sum occurring thereof, after execution of the Contract for Construction. 2.9 If the Owner observes or otherwise becomes aware 3.2.3 If the Bidding or Negotiation Phase has not corn- of any fault or defect in the Project or nonconformance menced within three months after the Architect submits with the Contract Documents, prompt written notice the Construction Documents to the Owner, any Project thereof shall be given by the Owner to the Architect. budget or fixed limit of Construction Cost shall be ad- 2.10 The Owner shall furnish required information and justed to reflect any change in the general level of prices services and shall render approvals and decisions as ex- in the construction industry between the date of submis- peditiously as necessary for the orderly progress of the sion of the Construction Documents to the Owner and Architect's services and of the Work. the date on which proposals are sought. 3.2.4 if a Project budget or fixed limit of Construction ARTICLE 3 ' Cost (adjusted as provided in Subparagraph 3.2.3) is ex- ceeded by the lowest bona fide bid or negotiated pro- CONSTRUCTION COST posal, the Owner shall (1) give written approval of an 3.1 DEFINITION increase in such fixed limit, (2) authorize rebidding or re- negotiating of the Project within a reasonable time, (3) if 3.1.1 The Construction Cost shall be the total cost or the Project is abandoned, terminate in accordance with estimated cost to the Owner of all elements of the Project Paragraph 10.2, or (4) cooperate in re~'ising the Project designed or specified by the Architect. scope and quality as required to reduce the Construction 3.1.2' The Construction Cost shall include at current Cost. In the case of (4), provided a fixed limit of Construe- market rates, includin8 a reasonable allowance for over- lion Cost has been established as a condition of this Agree- head and profit, the cost of labor and materials furnished meat, the Architect, without additional charge, shall mod- by the Owner and any equipment which has been de- ify the Drawings and Specifications as necessary to comply with the fixed limit. The providing of such service shall be or extended through no fault of the Architect, compensa- the Iimit of the Architect's responsibility arising from the ~on tot any Basic Services required for such extended establishment of such fixed limit, and having done so, the period of Administration of the Construction Contract Architect shall be entitled to compensation for all services shall be computed as set forth in Paragraph 14.4 for Add/- performed, in accordance with this Agreement, whether honal Services. or not the Construction Phase is commenced. 6.1.4 When compensation is based on a percentage of Construction Cost, and any portions of the Project are ARTICLE 4 deleted or otherwise not constructed, compensation for such portions of the Project shall be payable to the extent DIRECT PERSONNEL EXPENSE ser',~ces are performed on such portions, in accordance 4.1 Direct Personnel Expense is defined as the direct sol- with the schedule set forth in Subparagraph 14.2.2. based aries of all the Architect's personnel engaged c~n the Proj- on (1) the lowest bona fide bid or negotiated proposal or, ect, and /he portion of the cost of their mandatory and 12) if no such bid or proposal is received, the most recent customary contributions and benefits related thereto, such Statement of Probable Construction Cost or Detailed Esti- as employment taxes and other statutory employee bene- mate of Construction Cost for such portions of the Project. fits, insurance, sick leave, holidays, vacations, pensions 6.2 PAYMENTS ON ACCOUNT OF and similar contributions and benefits. ADDITIONAL SERVIC-r.S ARTICLE 5 6.2.1 Payments on account of the Architect's Additional Services as defined in Paragraph 1.7 and for Reimbursable REIMBURSABLE EXPENSES Expenses as defined in Article 5 shall be made monthly upon presentation of the Architect's statement of services 5.1 Reimbursable Expenses are in addition to the Com- rendered or expenses incurred. pensation for Basic and Additional Services and include actual expenditures made by the Architect and the Archi- 6.3 PAYMENTS WITHHELD tect's employees and consultants in the interest of the 6.3.1 No deductions shall be made from the Architect's Project for the expenses listed in the following Sub- compensation on account of penalty, liquidated damages paragraphs: or other sums withheld from payments to contractors, or 5.1.1 Expense of transportation in connection with the on account of the cost of changes in the Work other than Project; living expenses in connection with out-of-town those for which the Architect is held legally liable. travel; long distance communications, and fees paid for 6.4 PROJECT SUSPENSION OR TERMINATION securing approval of authorities having jurisdiction over the Project. 6.4.1 If the Proiect is suspended or abandoned in whole or in part for more than three months, the Architect shall 5.1.2 Expense of reproductions, postage and handling of be compensated for all services performed prior to receipt Drawings, Specifications and other documents, excluding of written notice from the Owner of such suspension or reproductions for the office use of the Architect and the abandonment, together with Reimbursable Expenses then Architect's consultants, due and all Termination Expenses as defined in Paragraph 5.1.3 Expense of data processing and photographic pro- 10.4. If the Project is resumed after being suspended for duction techniques when used in connection with Addi- more than three months, the Architect's compensation tional Services. shall be equitably adjusted. 5.1.4 If authorized in advance by the Owner, expense of overtime work requiring higher than regular rates. ARTICLE 5.1.5 Expense of renderings, models and mock-ups re- ARCHITECT'S ACCOUNTING RECORDS quested by the Owner. 7.1 Records of Reimbursable Expenses and expenses per- 5.1.6 Expense of any additional insurance coverage or limits, including professional liability insurance, requested raining to Additional Services and services performed on by the Owner in excess of that normally carried by the the basis of a Multiple of Direct Personnel Expense shall Architect and the Architect's consultants, be kept on the basis of generally accepted accounting principles and shall be available to the Owner or the Owner's authorized representative at mutually convenient ARTICLE & times. PAYMENTS TO THE ARCHITECT ARTICLE 8 6,1 PAYMENTS ON ACCOUNT OF ~I~SIC SEIIV1CES OWNERSHIP AND USE OF DOCUMENTS 6.1.1 An initial payment as set forth in Paragraph 14.1 is _ . (SEE_A~T.]:CLE 15) , the minimum payment under this Agreement. 6.1.2 Subsequent payments for Basic Services shall be made monthly and shall be in proportion to services per- formed within each Phase of services, on the basis set for~ in Article 14. 6.1.3 If and to the extent that the Contract 'lqme initially established in the Contract for Cor~sttuctJon is exceeded ~.,,ec:l::r~q~,,,~:~d:c~al~:~e~aia~,~R~xg~o~:~R.t~e2 10.4 Termination Expenses mclude expenses dir~tly at- tributable to termination for which the Archit~t is not ~~w~~~ othe~ise compensated, plus an amount comput~ as a ~Rg~g~i~~~~~- percentage of the total Basic and Additional Compen~- tion earned to the time of termination, as foltows: ~xx~~~~~ .1 20 percent if termination occun during the Sch~ ~~~~~x~ marie Design Phase; or ~~~~i~ .2 10 percent if termination occurs during the Design ~~[~ Deve]opment Phase; or .3 5 percent if termination occurs duri~8 any subs~ quent pha~. ARTICLE 9 ~ (DEL[T~D) ARTICLE 11 ~x~x~~~[~ MISCEL~NEOUS PROVISIONS ~R~g~~~ 11.1 Unless othe~ise specified, this Agreement shall be ~~~~~u~ governed by the law of the principal place o~ business of t ~~~x~R~a - the Architect. t~~a~~~ 11.2 Terms ~n this Agreement shall have the same mean- ~~~~~ ~ng as those in AIA Document A201, General Conditions ~~~~~ of ~he Contract for Construction, current as of the date j~~~~~ of this Agreement. ~~~~R~x~' 11.3 As be~n the parties to this Agreement: as to all t~~~~~ acts or failures to act by either pa~ to this Agreement, ~~~~g~ any applicable statute of limitations shall commence to t~~L~~R~ run and any alleged cause of action shah be deem~ to ~RR~~~~ have accrued in any and all events not later than the ret~ ~~g~~~ rant Date of Substantial Completion of the Work, and as ~~~~~ to any acts or fa,lures to act occumng after the relevant ~~~~g~ Date of Substantial Completion, not later than the date of ~k~eK~x~Z~J~ issuance of the final Certificate for PaymenL ~k~~~X~ 11.4 The Owner and the Archit~t waive all righ~ ~~~' against each other and against the contractors, consult- ~x~~~~~ ants, agents and employees of the other for damages cov- ~~~~~ ered by any prope~ insurance during construction as set · ~~~x~~ forth in the edition of AIA Document A201, General Con- ~~~a~~ ditions, current as of the date of this Agreement. The ~~RR~~k~ Owner and the Architect each shall require appropriate t~X~~~d~ similar waivers from their contractors, consukants and i~~~~~ agents. ~R~~~- ARTICLE 12 ARTICLE 10 to the partner, s~ccesso~, assigns and legal repr~en~- TE~INATION OF AGRE~E~ tires of such other pa~ with respect to all covenan~ of this Agreement. Neither the Owner nor the Architect shall - 10.1 This Agr~ment may be terminated by either pa~ ' assign, sublet or transfer any interest in this Agr~ment upon seven days' wri~en notice should the other pa~ without the written con~nt of the other. fail substantially to pe~orm in acco~an~ with i~ te~s through no fault of the pa~ initiating the te~ination. AR~C~ 13 102 This Agreement may be te~inat~ by ~e ~ner u~n at least ~ven days' w~en notice to the Archit~. ~NT OF AGREEMENT i~~~g~~e~ 13.1 This Agreement represen~ the entire and integrat~ 10~ In the event of te~ination not the fault of the Ar- agr~ment be~n the Owner and the Archit~ and chits, the Archit~t shall be compen~t~ for all ~ic~ supe~ all prior negotiations, mpmsen~tions or ag~ ~o~ to te~ination date, toge~er with Reimbu~ men~, eider wri~en or oral. ~is Agr~ment may ~ able ~n~s then due and all Te~ina~on ~fl~ ~ amend~ only ~ w~ insolent sign~ by ~ defin~ in Pa~graph 10.4. ~ner and A~hit~ 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: ~4.1 ~ ~ 14.2 BASIC COMPENSATION 14.2.1 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: Compenstation shall be based on a fee of five and one-half percent (5.5%) of the construction cost of the Project, for all portions of the Project to be awarded under a single, stipulated sum construction contract. 14.2.2 Where compensation is based on a Stipulated Sum or Percentage of Construction Cost, payments for Basic Services shall be made as provided in Subparagraph 6.1.2, so that Basic Compensation for each Phase shall equal the foUowing percentages of the to~l Basic Compensation payable: Progran~ning Phase: Five percent Schematic Design Phase: Ten percent( 10%J Design Development Phase: T~enty percent(20%) Construction Documents Phase: Forty percent ( 40 %) Biddin$ or Negotiation Phase: Five percent ( 5 %) Construction Phase: T~enty percent(20%) 14.3 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES, as described in Paragraph 1.6, Compensation shall be computed separately in accon~u~ce with Subpara~ph 1.6.2. 14.4 COMPENSATION FOR ADDITIONAL SERVICES 14.4.1 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- sation shall be computed as follows: At the fixed rate of forty dollars ($40.00) per hour. 14.4.2 FOR ADDITIONAL SERVICES OF CONSULTANTS, including additional structural, mechanical and electrical engineering services and those provided under Subparagraph 1.7.21 or identified in Article 15 as part of Addi- tional Services, a multiple of one and one-tenth ~ 1. l ~ times the amounts billed to the Architect for such services. 14.5 FOR REIMBURSABLE EXPENSES, as described in Article 5, and any other items included in Article 15 as Reim- bursableExpenses, amuhipleof one ( 1.0 ) times the amounts ex- pended by the Architect, the Architect's employees and consultants in the interest of the Project. 14.6 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 prevailing at the principal place of business of the Architect. 14.7 The Owner and the Architect agree in accordance with the Terms and Conditions of this Agreement that: 14.7.1 IF THE SCOPE of the Project or of the Architect's Services is changed materially, the amounts of compensation shall be equitably adjusted. 14.7.2 IF THE SERVICES covered by this Agreement have not been completed within thirty (3C~ months of the date hereof, through no fault of the Architect, the amounts of compensation, rates and multiples set forth herein shall be equitably adjusted. ARTICLE 15 OTHER CONDITIONS OR SERVICES 15.1 The City's obligations under this contract are contingent upon the passage of a Bond Issue for construction of this project. OWNERSHIP OF DOCUMENTS 15.2 Drawings and specifications, being instruments of service for which the Owner has paid, shall be the property of the Owner, whether the project for which they are made is executed or not. They will not be used by anyone other than the Owner except by agreement in writing and with ap- propriate compensation to the Architect. This Agreement entered into as of the day and year first written above. OWNER ARCHITECT City of The Colony FRS Design Group, Inc. 5576 North Colony Blvd. 2501Parkview~ Suite 210 ×/T~e~ Colony,_ Texas 75056 Fort Worth, Texas 76102 BY ~// ,- BY .... THE AMERICAN INSTI'TUTE OF ARCHITECTS AIA Document B147 Standard Form o[ Agreement Between Owner and Architect 1977 EDITION THIS DOCU~fENT HAS 1~4PORTANT LEC,AL CONSEQUENCES,. CONSULTATION WITH AN ATTORNEY IS ENCOURAC, ED WITH RESPECT TO ITS COMPLETION OR MODIFICATION AGREEMENT made as of the ~) -'~ day of November in the year of Nineteen Hundred and Eighty-four BETWEEN the Owner: City of the Colony 5576 North Colony Blvd. The Colony, Texas 75056 and the Architect: FRS Design Group, Inc. 2501 Parkview, Suite 210 Fort Worth, Texas 76102 For the following Project: Include de~ailed description of Project Ioca~on and scope.) Programming, Design, Construction Documents, and Construction Administration for the City of the Colony Public Library The Owner and the Architect agree as set forth below. TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT ARTICLE I ments to previous Statements of Probable Construction Cost indicated by changes in requirements or general ARCHITECT'S SERVICES AND RE~SPONSIBILITIES market conditions. BASIC SERVICES 1.3.4 The Architect shall assist the Owner in connection The Architect's Basic Services consist of the five with the Owner's responsibility for filing documents re- phases described in Paragraphs 1.1 through 1.5 and quired for the approval of governmental authorities hay- include normal structural, mechanical and electncal lng jurisdiction over the Proiect. engineering services and any other services included 1.4 BIDDING OR. N~GOTIATION PHASE in Article 15 as part of Basic Services. 1.4.1 The Architect, following the Owner's approval of 1.1 SCHE.V~.TIC DESIGN PHASE the Construction Documents and of the latest Statement 1.1.1 The Architect shall ~,,I~,~ of Probable Construction Cost, shall assist the Owner in ~ the Owner to ascertain the requirements of the Project obtaining bids or negotiated proposals, and assist in and shall review the understanding of such requirements awarding and preparing contracts for construction. with the Owner. 1.5 CONSTRUCTION PHASE--ADMINISTRATION 1.1.2 The Architect shall provide a preliminary evalua- OF THE CONSTRUCTION CONTRACT tion of the program and the Project budget requirements, 1.5.1 The Construction Phase will commence with the each in terms of the other, subject to the limitations set award of the Contract for Construction and, together with forth in Subparagraph 3.2.1. the Architect's obligation to provide Basic Services under 1.1.3 The Architect shall review with the Owner alterna- this Agreement, will terminate when final payment to the tire approaches to design and construction of the Project. Contractor is due, or in the absence of a final Certificate 1.1.4 Based on the mutually agreed upon program and for Payment or of such due date, sixty days after the Date Project budget requirements, the Architect shall prepare, of Substantial Completion of the Work, whichever occurs for approval by the Owner, Schematic Design Documents first. consisting of drawings and other documents illustrating 1.5.2 Unless otherwise provided in this Agreement and the scale and relationship of Project components, incorporated in the Contract Documents, the Architect 1.1.5 The Architect shall submit to the Owner a State- shall provide administration of the Contract for Construc- ment of Probable Construction Cost based on current tion as set forth below and in the edition of AiA Docu- area, volume or other unit costs., ment A201, General Conditions of the Contract for Con- struction, current as of the date of this Agreement. 1.2 D~SIGN DEVELOPMENT PHASE 1.5.3 The Architect shall be a representative of the 1.2.1 Based on the approved Schematic Design Docu- Owner during the Construction Phase, and shall advise ments and any adjustments authorized by the Owner in and consult with the Owner. Instructions to the Contrac- the program or Project budget, the Architect shale pre- tor shall be forwarded through the Architect. The Archi- pare, for approval by the Owner, Design Development tact shall have authority to act on behalf of the Owner Documents consisting of drawings and other documents only to the extent provided in the Contract Documents to fix and describe the size and character of the entire unless otherwise modified by written instrument in ac- Project as to architectural, structural, mechanical and elec- cordance with Subparagraph 1.5.16. trical systems, materials and such other elements as may 1.5.4 The Architect shall visit the site at intervals ap- be appropriate, propriate to the stage of construction or as otherwise 1.2.2 The Architect shall submit to the Owner a further agreed by the Architect in writing to become generally Statement of Probable Construction Cost. familiar with the progress and quality of the Work and to 1.3 CONSTRUCTION DOCUMENTS pHASE determine in general if the Work is proceeding in accord- ance with the Contract Documents. However, the Archi- 1.3.1 Based on the approved Design Development Doc- tect shall not be required to make exhaustive or con- uments and any further adjustments in the scope or qual- tinuous on-site inspections to check the quality or quan- ity of the Project or in the Project budget authorized.by tity of the Work. On the basis of such on-site observa- the Owner, the Architect shall prepare, for approval by tions as an architect, the Architect shall keep the Owner the Owner, Construction Documents consisting of Draw- informed of the progress and quality of tee Work, and ings and Specifications setting forth in detail the require-- shall endeavor to guard the Owner against defects and ments for the construction of the ProjecL deficiencies in the Work of the Contractor.. 1.3.2 The Architect shall assist the Owner in the prepara- 1.S.5 The Architect shall not have control or charge of tion of the necessary bidding information, bidding forms, and shall not be responsible for construction means, the Conditions of the Contract, and the form of Agree- methods, techniques, sequences or procedures, or for ment between the Owner and the Contractor.' safety precautions and programs in connection with the 1.3.3 The Architect shall advise the Owner of any adjust- Work, for the acts or omissions of the Contractor, Sub- contractors or any other persons performing any of the necessar'/or advisable for the implementation of the intent Work, or for the failure of any of them to carry out the of the Contract Documents, the Architect will have author- Work in a~:cordance with the Contract Documents. ity to require special inspection or testing of the Work in 1.5.6 The Architect shall at all times have access to the accordance w~th the provisions of the Contract Docu- ments, whether or not such Work be then fabricated, in- Work wherever it is in preparation or progress, stalled or completed. 1.5.7 The Architect shall determine the' amounts owing 1.5.13 The Architect shall review and approve or take to the Contractor based on observations at the site and on other appropriate action upon the Contractor's submittals evaluations of the Contractor's Applications for Payment, such as Shop Drawings, Product Data and Samples, but and shall issue Certificates for Payment in such amounts, only for conformance with the design concept of the as provided in the Contract Documents. Work and with the information given in the Contract 1.5.8 The issuance of a Certificate for Payment shall Documents. Such action shall be taken with reasonable constitute a representation by the Architect to the Owner, promptness so as to cause no delay. The Architect's ap- based on the Architect's observations at the site as pro- proval of a specific item shall not indicate approval of an vided in Subparagraph 1.5.4 and on the data comprising assembly of which the item is a component. the Contractor's Application for Payment, that the Work 1.5.14 The Architect shall prepare Change Orders for has progressed to the point indicated; that, to the best of the Owner's approval and execution in accordance with the Archilect's knowledge, information and belief, the qual- the Contract Documents, and shall have authority to order ~ty of the'Work is in accordance with the Contract Docu- minor changes in the Work not involving an adjustment meats isubject to an evaluation of the Work for con- in the Contract Sum or an extension of the Contract Time formance with the Contract Documents upon Substantial which are not inconsistent with the intent of the Contract Completion, to the results of any subsequent tests re- Documents. quired by or performed under the Contract Documents, to minor deviations from the Contract Documents cdr- 1.5.15 The Architect shall conduct inspections to deter- rectable prior to completion, and to any specific qualifica- mine the Dates of Substantial Completion and final com- tions stated in the Certificate for Payment); and that the pletion, shah fete.ye and forward to the Owner for the Contractor is entitled to payment in the amount certified. Owner's review written warranties and related documents However, the issuance of a Certificate for Payment shall required by the Contract Documents and assembled by not be a representation that the Architect has made any the Contractor, and shall issue a final Certificate for Pay- examination to ascertain how and for what purpose the meat. Contractor has used the moneys paid on account of the 1.5.16 The extent of the duties, responsibilities and lim- Contract Sum. itations of authority of the Architect as the Owner's rep- 1.5.9 The Architect shall be the interpreter of the re- resentative during construction shall not be modified or quirements of the Contract Documents and the judge of extended without written consent of the Owner, the Con- the performance thereunder by both the Owner and tractor and the Architect. Contractor. The Architect shall render interpretations nec- 1.6 PROIECT REPRESENTATION BEYOND BASIC SERVICES essary for the proper execution or progress of the Work with reasonable promptness on written request of either 1.6.1 If the Owner and Architect agree that more ex- the Owner or the Contractor, and shall render written de- lensive representation at the site than is described in cisions, within a reasonable time, on all ciaims, disputes Paragraph 1.5 shah be provided, the Architect shall pro- and other matters in question between the Owner and the vide one or more Project Representatives to assist the Contractor relating to the execution or progress of the Architect in carrying out such responsibilities at the site. Work or the interpretation of the Contract Documents. 1.6.2 Such Project Representatives shall be selected, em- 1.5.10 Interpretations and decisions of the Architect shall ployed and directed by the Architect, and the Architect be consistent with the intent of and reasonably inferable shall be compensated therefor as mutually agreed be- from the Contract Documents and shall be in written or tween the Owner and the Architect as set forth in an ex- graphic form. In the capacity of interpreter and judge, hibit appended to this Agreement, which shall describe the Architect shall endeavor to secure faithful perform- the duties, responsibilities and limitations of authority of ante by both the Owner and the Contractor, shall not such Project Representatives. show partiality to either, and shall not be liable for the 1.6.3 Through the observations by such Project Repre- ~'&sult of any interpretation or decision rendered in good sentatives, the Architect shall endeavor to provide further faith in such capacity, protection for the Owner against defects and deficiencies 1.5.11 The Architect's decisions in matters relating to in the Work, but the furnishing of such project representa- artistic effect shall be final if consistent with the intent of tion shall not modify the rights, responsibilities or obliga- the Contract Documents. The Architect's decisions on tions of the Architect as described in Paragraph 1.5. any other claims, disputes or other matters, including 1.7 ADDITIONAL SERVIC~ those in question between the Owner and the Contractor, The followln8 Services are not included in Basic shall be subject to arbitration as provided in this Agree- Services unless so identified in Article 15. They shall me~ and in the Contract Documents. be provided if authorized or confirmed in writing by 1.5.12' The Architecl: shall have authority to reject Work the Owner, and they shall be paid for by the Owner which does not confon'~ to the Contract Documents. as provided in this Agreement, in addition to the Whenever, in the Architect's reasonable opinion, it is compensation for Basic Services. 4 B141-1977 THE AMEFJCAN INSTITUTE O~r ARO.IITECTS, 1T3S NEW YORJ( AVENUe, N.W., WASHINGTON, D.C. 1.7.1 ~r,b[~~~ struction, and furo~shing services as may be required in . · · connection with the replacement of such Work. 1,7.2 Providing financial feasibility or other special 1.7.16 Providing services made necessary by the default of the Contractor, or by maior defects or deficiencies in studies" the Work of the Contractor, or by failure of performance 1.7.3 Providing planning surveys, site evaluations, envi- of either the Owner or Contractor under the Contract for ronmenta~ studies or comparative studies of prospective Construction. sites, and preparing special surveys, studies and submis- sions required for approvals of governmental authorities 1.7.17 Preparing a set of reproducible record drawings or others having iurisdiction over the Project. showing significant changes in the Work made during construction based on marked-up prints, drawings and 1.7.4 Providing services relative to future facilities, sys- other data furnished by the Contractor to the Architect. terns and equipment which are not intended to be con- structed during the Construction Phase. 1.7.18 Providing extensive assistance in the utilization of any equipment or system such as initial start-up or testing, 1.7.5 Providing services to investigate existing conditions adjusting and balancing, preparation of operation and or facilities or to make measured drawings thereof, or to maintenance manuals, training personnel for operation verify the accuracy of drawings or other information fur- and maintenance, and consultation during operation. nished by the Owner. 1.7.19 Providing services after issuance to the Owner of 1.7.6 Preparing documents of alternate, separate or :he final Certificate for Payment, or in the absence of a sequential bids or providing extra services in connection fina~ Certificate for Payment, more than sixty days after with bidding, negotiation or construction prior to the the Date of Substantial Completion of the Work. completion of the Construction Documents Phase, when 1.7.20 Preparing to serve or serving as an expert witness requested by the Owner. in connection with any public hearing, arbitration pro-. 1.7.7 Providing coordination of Work performed by ceedingorlegal proceeding. separate contractors or by the Owner's own forces. 1.7.21 Providing services of consultants for other than 1.7.8 Providing services in connection with the work of the normal architectural, structural, mechanical and elec- a construction manager or separate consultants retained trical engineering services for the Project. by the Owner. 1.7.22 Providing any other services not otherwise 1.7.9 Providing , ciuded in this Agreement or not customarily furnished in analyses of owning and operating costs, or detailed quart- accordance with generaJiy accepted architectural practice. tity surYeys or inventories of material, equipment and 1.8 TIME ~abor. 1.8.1 The Architect shall perform Basic and Additional 1.7.10 Providing interior design and other similar ser- Se~'ices as expeditiously as is consistent with professional vices required for or in connection with the selection, skill and care and the orderly progress of the Work. Upon procurement or installation of furniture, furnishings and request of the Owner, the Architect shall submit for the related equipment. Owner's approval a schedule for the performance of the 1.7.11 Providing services for planning tenant or rental Architect's services which shall be adjusted as required as spaces, the Project proceeds, and shall ~nclude allowances for peri- ods of time required for the Owner's review and approval 1.7.12 Making revisions in Drawings, Specifications or oi submissions and for approvals of authorities having other documents when such revisions are inconsistent jurisdiction over the Project. This schedule, when approved with written approvals or instructions previously given, by the Owner, shall not, except for reasonable cause, be are required by the enactment or revision of codes, laws exceeded by the Architect, or regulations subsequent to the preparation of such doc- uments or are due to other causes not solely within the control of the Architect. ARTICLE 2 1.7.13 Preparing Drawings, Specifications and supporting THE OWNER'S RESPONSIBILITIES data and providing other services in connection with Change Orders to the extent that the adjustment in the 2.1 The Owner shall provide full information regarding Basic Compensation resulting from the adjusted Con- . requirements for the Project i~:~'igr~,~'.~'Y~ra,Y~ which structio~ Cost is not commensurate with the services r~ shall set forth the Owner's design objectives, constraints quired of the Architect, provided such Change Orders are and criteria, including space requirements and relation- required by causes not solely within the control of the ships, flexibility and expandability, special equipment and Architect. systems and site requirements. 1.7.14. Making investigations, surveys, valuations, invert- 2.2 If the Owner provides a budget for the Project it shall include contingencies for bidding, changes in the tories or detailed appraisals of existing facilities, and serv- Work du6ng construction, and other cos(s Which are the ices required in connection with construction performed by the Owner. responsibility of the Owner, including those described in this Article 2 and in Subparagraph 3.1.2. The Owner shall, 1.7~15 Providing consultation concemin8 replacement of at the request of the Architect, provide a statement of any Work damaged by fire or other cause durin8 con- funds available for the ProjecL and their source. 2.3 The Owner shall designate, when necessary, a rep- signed, specified, selected or specially provided for by resentative authorized to act in the Owner's behalf with the Architect. respect to the Project. Tbe Owner or such authorized 3.1.3 Construction Cost does not include the compen- representative shall examine the documents submitted by sation of the Architect and the Architect's consultants, the Architect and shall render decisions pertaining thereto the cost of the land, rights-of-way, or other costs which promptly, to avoid unreasonable delay in the progress of are the responsibility of the Owner as prowded in Arti- the Architect's services, cie 2. 2.4 The Owner shall furnish a legal description and a certified land survey of the site, giving, as applicable, 3.2 RESPONSIBtLITY FOR CONSTRUCTION COST grades and lines of streets, alleys, pavements and adjoin- 3.2.1 I~valuations ol; the Owner's Proiect budget, State- ing property; rights-of-way, restrictions, easer~ents, eh- ments of Probable Construction Cost ,;.nd Detailed croachments, zoning, deed restrictions, boundaries and Estimates of Construction Cost, if any, prepared by the contours of the site; locations, dimensions and complete Architect, represent the Architect's best judgment as a data pertaining to existing buildings, other improvements design professiona~ familiar with the construction indus- and trees; and full information concermng available serv- try. It is recognized, however, that neither the Architect ice and utility lines both public and private, above and nor the Owner has control over the cost of labor, mate- below grade, including inverts and depths, rials or equipment, over the Contractor's methods of de- 2.5 The Owner shall furnish the services of soil engi- termining bid paces, or over competitive bidding, market neers or other consultants when such services are deemed or negotiating conditions. Accordingly, the Architect necessary by the Architect. Such services shall include test cannot and does not warrant or represent that bids or borings, test pits, soil bearing values, percolation tests, air negotiated prices will not vary from the Project budget and water pollution tests, ground corrosion and resistivity proposed, established or approved by the Owner, if any, tests, including necessary operations for determining sub- or from any Statement of Probable Construction Cost or soil, air and water conditions, with reports and appropri- other cost estimate or evaluation prepared by the Archi- ate professional recommendations, tect. 2.6 The Owner shall furnish structural, mechanical, 3.2.2 No fixed limit of Construction Cost shall be estab- chemical and other laboratory tests, inspections and re- lished as a condition of this Agreement by the furnishing, ports as required by law or the Contract Documents. proposal or establishment of a Project budget under Sub- paragraph 1.1.2 or Paragraph 2.2 or otherwise, unless such 2.7 The Owner shall furnish all legal, accounting and in- fixed limit has been agreed upon in writing and signed by surance counseling services as may be necessary at any the parties hereto. If such a fixed limit has been estab- time for the ProJect, including such auditing services as lashed, the Architect shall be permitted to include con- the Owner may require to ,.'eriE/the Contractor's Applica- tingencies for design, bidding and price escalation, to de- tions for Payment or to ascertain how or for what pur- termine what materials, equipment, component systems poses the Contractor uses the moneys paid by or on be- and types of construction are to be included in the Con- half of the Owner. tract Documents, to make reasonable adjustments in the 2.8 The services, information, surveys and reports re- scope of the Project and to include in the Contract Docu- quired by Paragraphs 2.4 through 2.7 inclusive shall be meats alternate bids to adjust the Construction Cost to the furnished at the Owner's expense, and the Architect shall fixed limit. Any such fixed limit shall be increased in the be entitled to rely upon the ac~:uracy and completeness amount of any increase in the Contract Sum occurring thereof, after execution of the Contract for Construction. 2.9 If the Owner observes or otherwise becomes aware 3.2.3 If the Bidding or Negotiation Phase has not corn- of any fault or defect in the Project or nonconformance menced within three months after the Architect submits with the Contract Documents, prompt written notice the Construction Documents to the Owner, any Project thereof shall be given by the Owner to the Architect. budget or fixed limit of Constndction Cost shall be ad- 2.10 The Owner shall furnish required information and lusted to reflect any change in the general level of prices services and shall render approvals and decisions as ex- in the construction industry between the date of submis- peditiously as necessary for the orderly progress of the sion of the Construction Documents to the Owner and Architect's services and of the Work. the date on which proposals are sought. 3.2.4 If a Project budget or fixed limit of Construction ARTICLE 3 Cost (adjusted as provided in Subparagraph 3.2.3) is ex- ceeded by the lowest bona fide bid or negotiated pro- CONSTRUCTION COST posal, the Owner shall (1) give written approval of an 3.1 DERNITION increase in such fixed limit, (2) authorize rebidding or re- negotiating of the Project within a reasonable time, (3) if 3.1.1 The Construction Cost shall be the total cost or the Project is abandoned, terminate in accordance with estimated cost to the Owner of all elements of the Project Paragraph 10.2, or (4) cOOperate in re~'isin8 the Project designed or specified by the Architect. scope and quality as required to reduce the Construction 3.1.2' The Construction Cost shall include at current Cost. In the case of (4), provided a fixed limit of Construc- market rates, including a reasonable allowance for over- tion Cost has been established as a condition of this Agree. head and profit, the cost of labor and materials furnished meat, the Architect, without additional charge, shall mod- by the Owner and any equipment which has been de- ify the Drawings and Specifications as necessary to comply with the fixed limit. The providing of such service shall be or extended through no fault of the Architect, compensa- the limit of the Architect's responsibility arising from the tion tot any Basic Services required for such extended establishment of such fixed limit, and having done so, the period of Admmistration of the Construchon Contract Architect shall be entitled to compensation for all services shall be computed as set forth in Paragraph 14.4 for Addi- performed, in accordance with this Agreement, whether tional Services. or not the Construction Phase is commenced. 6.1.4 When compensation is based on a percentage of Construction Cost, and any portions of the Project are ARTICLE 4 deleted or other*,~se not constructed, compensation for such portions of the Project shall be payable to the extent DIRECT PERSONNEL EXPENSE services are performed on such portions, in accordance 4.1 Direct Personnel Expense is defined as the direct sal- with the schedule set forth in Subparagraph 14.2.2, based aries of all the Architect's personnel engaged o'n the Proj- on (1) the lowest bona fide bid or negotiated proposal or, eot, and the portion of the cost of the.r mandatory and 12) if no such bid or proposal is recewed, Ihe most recent customary contributions and benefits related thereto, such Statement of Probable Construction Cost or Detailed Esti- as employment taxes and other statutory employee bene- mate of Construction Cost for such portions of the Prolect. fits, insurance, sick leave, holidays, vacations, pensions 6.2 PAYMENTS ON ACCOUNT OF and similar contributions and benefits. ADDITIONAL SERVIC£S ARTICLE S 6.2.1 Payments on account of the Architect's Additional Services as defined in Paragraph 1.7 and for Reimbursable REIMBURSABLE EXPENSES Expenses as defined in Article 5 shall be made monthly upon presentation of the Architect's statement of services 5.1 Reimbursable Expenses are in addition to the Cum- rendered or expenses incurred. pensation for Basic and Additional Services and include actual expenditures made by the Architect and the Archi- 6.3 PAYMENTS WITHHELD tecrs employees and consultants in the interest of the 6.3.1 No deductions shall be made from the Architect's Project for the expenses listed in the following Sub- compensation on account of penalty, liquidated damages paragraphs: or other sums withheld from payments to contractors, or 5.1.1 Expense of transportation in connection with the on account of the cost of changes in the Work other than Proiect; livinB expenses in connection with out-of-town those for which the Architect is held legally liable. travel; long distance communications, and fees paid for 6.4 PROJECT SUSPENSION OR TERMINATION securing approval of authorities having jurisdiction over the Project. 6.4.1 If the Project is suspended or abandoned in whole or in part for more than three months, the Architect shall 5.1.2 Expense of reproductions, postage and handling of be compensated for all services performed prior to receipt Drawings, Specifications and other documents, excluding of written notice from the Owner of such suspension or reproductions for /he office use of the Architect and the abandonment, together with Relmbursab[e Expenses then Architect's consultants, due and all Termination Expenses as defined in Paragraph 5.1.3 Expense of data processing and photographic pro- 10.4. If the Project is resumed after being suspended for duction techniques when used in connection with Addi- more than three months, the Architect's compensation tional Services. shall be equitably adjusted. 5.1.4 If authorized in advance by the Owner, expense of overtime work requiring higher than regular rates. ARTICLE 7 5.1.5 Expense of renderings, models and mock-ups re- ARCHITECT'S ACCOUNTING RECORDS quested by the Owner. 5.1.6 Expense of any' additional insurance coverage or 7.1 Records of Reimbursable Expenses and expenses per- limits, including professional liability insurance, requested raining to Additional Services and services performed on by the Owner in excess of that normally carried by the the basis of a Multiple of Direct Personnel Expense shall Architect and the Architect's consultants, be kept on the basis of generally accepted accounting principles and shall be available to the Owner or the ARTICLE 6 Owner's authorized representative at mutually convenient times. PAYMENTS TO THE ARCHITECT ARTICLE 8 6.1 PAYMENTS ON ACCOUNT OF ~ASIC S~I~VlC~ 6.1.1 An initial payment as set forth in Paragraph 14.1 is OWNERSHIP AND USE OF DOCUMENTS the minimum payment under this Agreement. 6.1.2 Subsequent payments for Basic Services shall be made monthly and shall be in proportio~ to services per- fomaed within each Phase of services, on the basis set forth in Article 14. 6.1.3 If and to the extent that the Contract 'time initially established in the Contract for Construction is exceeded x~aje.~t~rj~c~_,,~j~.~toxd:tlt,,~12~;~a~:fo~x~R.l:~ 10.4 Termination Expenses include expenses directly at- tributable to termination for which the Architect is not ~.x~e[~t~R~r~.~wec~,~L~neR"~e]atc:.~x~le~:~,'~:~ otherwise compensated, plus an amount computed as a percentage of the total Basic and Additional Compen~- ~~R~R~~~~ tion earned to the time of termination, as follows: 8~~~u~~~~ .1 20 percent if termination occun during the Sch~ ~~R~R~~~ marie Design Phase; or ~b~b~z~]~~~ .2 10 percent ~f termination occurs during the Design ~E~~ Development Pha~; or .3 5 percent if termination occurs duri~8 any subs~ quent pha~. ARTICLE g ~ ARTICLE 11 ~x~~~~N~ MISCEL~NEOUS PROVISIONS ~~~~~ 11.1 Unless othe~ise specifiC, this Agreement shall be ~8~~~~~ governed by the law o~ the principal place of business of ~~:~ *~ ~ d ~ ,~R~ the Architect. t~~~~x~~ 11.2 Terms in this Agr~ment shall have the same mean- ~s~~~a~' ing as those in AIA Document A201, General Conditions ~~~~~ of the Contract for Construction, current as of the date ja~~~~~~ of this Agreement. ~~~~a~ 11J As be~n the parties to this Agreement: as to all ~~~~~ acts or failures to act by either pa~ to this Agreement, ~E~k~~~~~ any applicable statute of limitations shall commence to tR~~R~~~ run and any alleged cause of action shall be deemed to ~a~~~~~ have accrued in any and all even~ not later than the rel~ a~~R~~d~~h vant Date of Substantial Completion of the Work, and as ~R~~~~R~ to any acts or failures to act occurring after the relevant ~~~~~R~ Date of Substantial Completion, not later than the date of ~R~R~~~~ issuance of the final Certificate for Payment. ~~~~a~a 11.4 The Owner and the Archit~t waive all righ~ ~~~ against each other and against the contractom, consu~t- ~~~~fi~R ants, agents and employees of the other for damages cov- ~RE~~~~~ ered by any prope~ ~nsurance during const~ction as set t~a~R~a~~~~ forth in the edition of AIA Document A201, Gene~l Con- ~h~~~E~~ ditions, current as of the date of this Agreement. The ~~~~~R Owner and the Architect each shall require appropriate t~k~R~~~~R similar waiven from their contractors, consultants and i ~s ~~h~R~RR agents. ~x~Rg~~~k SUCCESSORS AND ASSIGNS ~~~~~ 12.1 The Owner and the Architect, respectively, bind themselves, their partners, successors, assigns and le~l representatives to the other pa~ to this Agr~ment and ARTICLE 10 to the partner, successon, assigns and legal represen~- tires of such other pa~ with res~ct to all covenan~ of TE~INATION OF AGRE~E~ this Agreement. Neither the Owner nor the Architect shall - 10.1 This Agr~ment may be terminat~ by either pa~ ' assign, sublet or transfer any intent in this Agr~ment upon seven days' wri~en notice should the other pa~ without the written con~nt of the other. fail subs~ntially to perform in acco~ance wi~ i~ terms through no fault or'the pa~ initiating the te~ination. AR~CLE 10~ This Agreement may be te~inat~ by ~e Owner u~n at least ~en days' wfi~en notice to the Archit~. ~NT OF AGREEMENT ~~~~~ 13.1 This Agreement repre~n~ the entire and integrat~ 10~ In the event of te~ination not ~e fault of the Ar- agr~ment be~n the ~ner and the Archit~ and chits, the Archit~t shall ~ compen~t~ for all ~ic~ supe~ all prior negotiations, mp~n~tions or ag~ ~ffo~ to te~ination date, toge~er wi~ Reimbu~ men~, eider wri~en or oral. able ~n~ ~en due and all Te~ina~on defin~ in Pa~graph 10.4. ~er and A~i~ 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 ABreement, as follows: 14,1 14.2 BASIC COMPENSATION 14.2.1 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: Compensation shall be based on a fee of five and one-half percent (5.5%) of the construction cost of the Project, for all portions of the Project to be awarded under a single, stipulated sum construction contract. 14.2.2 Where compensation is based on a Stipulated Sum or Percentage of Construction Cost, payments for Basic Services shall be made as provided in Subparagraph 6.1.2, so that Basic Compensation for each Phase shall equal the following percentages of the total Basic Compensation payable: Programming Phase: Five percent (5%) Schematic OesiBn Phase: Ten percent ( 10 %) Design Development Phase: T~enty percent ( 20 %) Construction Documents Phase: Forty Percent ( 40 %) Bidding or Negotiation Phase: Five Percent [ 5 %) Construction Phase: Twenty percent ( 20 %) 14.3 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES, as described in Paragraph '1.6, Compensation shall be computed separately in accon:L~ce wi~ Subpe~raph 1.6.2. 14.4 COMPENSATION FOR ADDITIONAL SERVICES 14.4.1 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- sation shall be computed as follows: At the fixed rate of forty dollars ($40.00) per hour. 14.4.2 FOR ADDITIONAL SERVICES OF CONSULTANTS, including additional structural, mechanical and electrical engineering services and those provided under Subparagraph 1.721 or identified in Article 15 as part of Addi- tional Services, a multiple of one and one-tenth 1. ! i times lhe amounts billed to the Architect for such services. 14.5 FOR REIMBURSABLE EXPENSES, as described in Article 5, and any other items included in Article 15 as Reim- bursable Expenses, a multiple of one ~ 1.0 ) times the amounts ex- pended by the Architect, the Architect's employees and consultants in the interest of the Project. 14.6 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 prevailing at the principal place of business of the Architect. 14.7 The Owner and the Architect agree in accordance with the Terms and Conditions of this Agreement that: 14.7.1 IF THE SCOPE of the Project or of the Architect's Services is changed materially, the amounts of compensation shall be equitably adjusted. 14.7.2 IF THE SERVICES covered by this Agreement have not been completed within thirty (30 months of the date hereof, throush no fault of the Architect, the amounts of compensation, rates and multiples set forth herein shall be equitably adjusted. ARTICLE 15 OTHER CONDITIONS OR SERVICES 15.1 The City's obligagions under this contract are contingent upon the passage of a Bond Issue for construction of this project. OWNERSHIP OF DOCUMENTS 15.2 Drawings and specifications, being instruments of service for which the Owner has paid, shall be the property of the Owner, whether the project for which they are made is executed or not. They will not be used by anyone other than the Owner except by agreement in writing and with ap- propriate compensation to the Architect. This A§reement entered into as of the day and year first written above. OWNER ARCHITECT City of The Colony FRS Design 5576 North Colony Blvd. 2501 Parkview. Suite 210 The~Cplony, Texas 7505~ - .--, Fort Wor~ Te. xas 76102 THE AMERICAN INSTITUTE OF ARCHITECTS AIA Document B741 Standard Form of Agreement Between Owner and Architect 1977 EDITION THIS DOCL'~.~E,NT HAS I*.4PORTANT LEGAL CONSEQUENCES, CONSULTATION WITH AN ,ATTOR%rEy I$ E,%rco~'RAGED WITH RESPECT TO ITS COMPL~J'ION OR MODIFICATION AGREEMENT made as of the ~;2~- da.y of November in the year of Nineteen Hundred and Eighty-four BETWEEN the Owner: City of the Colony 5576 North Colony Blvd. The Colony, Texas 75056 and the Architect: FRS Design Croup, Inc. 2501 Parkview, Suite 210 Fort Worth, Texas 76102 For the following Project: Include de,ailed description of Project Ioc. a~ion and scope.) Programming, Design, Construction Documents, and Construction Administration for the City of the Colony Public Library The Owner and the Architect agree as set forth below. TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT J ARTICLE I ments to previous Statements of Probable Construction Cost indicated by changes in reqmrements or general ARCHITECT'S SERVICES AND RESPONSIBILITIES market conditions. BASIC SERVICES 1.3.4 The Architect shall assist the Owner in connection The Architect's Basic Services consist of the five with the Owner's responsibility for filing documents re- phases described in Paragraphs 1.1 through 1.5 and quired for the approval of 8overnmentaJ authorities hay- include normal structural, mechanical and electrical ing jurisdiction over the Project. engineering services and any other services included 1.4 BIDDING Oil NEGOTIATION PHA~E in Article 15 as part of Basic Services. 1.4.1 The Architect, following the Owner's approval of 1.1 scHr:,~aATIC DESIGN PHASE the Construction Documents and of the latest Statement 1.1.1 The Architect shall ~,X~,~,~~a~ of Probable Construction Cost, shall assist the Owner in ~ the Owner to ascertain the requirements of the Project obtaining bids or negotiated proposals, and assist in and shall rewew the understanding of such requirements awarding and preparing contracts for construction. with the Owner. 1.S CONSTRUCTION PHASE--ADMINISTRATION 1.1.2 The Architect shall provide a preliminary evalua- OF THE CONSTRUCTION CONTRACT tion of the program and the Proiect budget requirements, 1.,5.1 The Construction Phase will commence with the each in terms of the other, sub)ect to the limitations set award of the Contract for Construction and, together with forth in Subparagraph 3.2.1. the Architect's obligation to provide Basic Services under 1.1.3 The Architect shall review with the Owner alterna- this Agreement, will terminate when final payment to the tire approaches to design and construction of the Project. Contractor is due, or m the absence of a final Certificate 1.1.4 Based on the mutually agreed upon program and for Payment or of such due date, sixty days after the Date Proiect budget requirements, the Architect shall prepare, of Substantial Completion of the Work, whichever occurs for approval by the Owner, Schematic Design Documents first. consisting of drawings and other documents dlu, strating 1.5.2 Unless otherwise provided in this Agreement and the scale and relationship of Project components, incorporated in the Contract Documents, the Architect 1.1.5 The Architect shall submit to the Owner a State- shall provide administration of the Contract for Construc- ment of Probable Construction Cost based on current tion as set forth below and in the edition of AIA Oocu- area, volume or other unit costs., ment A201, General Conditions of the Contract for Con- struction, current as of the date of this AgreemenL 1.2 DESIGN DEVELOPMENT PHASE 1.5.3 The Architect shall be a representative of the 1.2.1 Based on the approved Schematic Design Docu- Owner during the Construction Phase, and shall advise ments and any adiustments authorized by the Owner in and consult with the Owner. Instructions to the Contrac- the program or Project budget, the Architect shall pre- tot shall be forwarded through the Architect. The Archi- pare, for approval by the Owner, Design Development tect shall have authority to act on behalf of the Owner Documents consist,rig of drawings and other documents only to the extent provided in the Contract Documents to fix and describe the size and character of the entire unless otherwise modified by written instrument in ac- Proiect as to architectural, structural, mechanical and elec- cordance with Subparagraph 1.5.16. trical systems, materials and such other elements as may be appropriate. 1.5.4 The Arch,tect shall visit the s~te at intervals ap- propriate to the stage of construction or as otherwise 1.2.2 The Architect shall submit to the Owner a further agreed by the Architect in writing to become generally Statement of Probable Construction Cost. familiar with the progress and quality of the Work and to 1.3 CONSI'lJUCTION DOCUMENTS PHAJE determine in general if the Work is proceeding in accord- ance with the Contract Documents. However, the Archi- 1.3.1 Based on the approved Design Development Doc- tect shall not be required to make exhaustive or con- uments and any further adjustments in the scope or qual- tinuous on-site inspections to check the quality or quan- ~ty of the Project or in the Project budget authorized by tity of the Work. On the basis of such on-site observa- the Owner, the Architect shall prepare, for approval by tions as an architect, the Architect shall keep the Owner the Owner, Construction Documents consisting of Draw- informed of the progress and quality of the Work, and ings and Specifications setting forth in detail the require- shall endeavor to guard the Owner against defects and ments for the construction of the ProjecL deficiencies in the Work of the Contractor.. 1.3.2 The Architect shall assist the Owner in the prepare- 1.S J; The Architect shall not have control or charge of tion of the necessaq, bidding information, bidding forms, and shall not be responsible for construction means, the Conditions of the Contract, and the form of Agree- methods, techniques, sequences or procedures, or for ment between the Owner and the Contractor. ' safety precJutions and programs in cormec~Jon with the 1.3.3 The Architect shall advise the Owner of any adjust- Work, for the acts or omissions of the Contractor, Sub- contractors or any other persons performin$ any of the necessaty or advisable for the implementation of the intent Work. or for the failure of any of them to carq, out the of the Contract Oocuments, the Architect will have author- Work in accordance with the Contract Documents. it,/to require special inspection or test~n8 of the Work in accordance w~th the provisions of the Contract Docu- 1.5.6 The Architect shall at all times have access to the merits, whether or not such Work be then fabricated, in- Work wherever it is in preparation or progress, stalled or completed. 1.5.7 The Architect shall determine the amounts owing 1.5.13 The Architect shall review and approve or take to the Contractor based on observations at the site and on other appropriate action upon the Contractor's submittals evaluations of the Contractor's Applications for Payment, such as Shop Drawings, Product Data and Samples, but and shall issue Certificates for Payment in such amounts, only for conformance with the design concept of the as provided in the Contract Documents. Work and with the information given in th'e Contract 1.5.B The issuance of a Certificate for Payment shall Documents. Such action shall be taken with reasonable constitute a representation by the Architect to the Owner, promptness so as to cause no delay. The Architect's ap- based on the Architect's observations at the site as pro- proval of a specific ,tern shall not indicate approvat of an vided in Subparagraph 1.5.4 and on the data comprising assembly of which the item is a component. the Contractor's Application for Payment, that the Work 1.5.14 The Arch*tect shall prepare Change Orders for has progressed to the point indicated: that, to the best of the Owner's approval and execution in accordance with the Arch,tect's knowledge, information and belief, the qual- the Contract Documents, and shall have authority to order ~ty of th~ Work is in accordance with the Contract Docu- minor changes in the Work not involving an adjustment ments ~subject to an evaluation of the Work for con- ~n the Contract Sum or an extension of the Contract Time formance with the Contract Documents upon Substantial which are not inconsistent with the intent of the Contract Completion, to the results of any subsequent tests re- Documents. quired by or performed under the Contract Documents, to m~nor deviations from the Contract Documents cdr- 1.5.15 The Architect shall conduct inspections to deter- rectable prior to completion, and to any specific qualifica- m~ne the Dates of Substantial Completion and final com- tions stated in the Certificate for Payment); and that the pletion, shall receive and forward to the Owner for the Contractor is entitled to payment in the amount certified. Owner's review written warranties and related documents However, the issuance of a Certificate for Payment shall required by the Contract Documents and assembled by not be a representation that the Architect has made any the Contractor, and shall issue a final Certificate for Pay- examination to ascertain how and for what purpose the ment. Contractor has used the moneys paid on account cd: the 1.5.16 The extent of the duties, responsibilities and lira- Contract Sum. itations of authority of the Architect as the Owner's rep- 1.5.~) The Architect shall be the interpreter of the re- resentative during construction shall not be modified or quirements of the Contract Documents and the judge of extended without written consent of the Owner, the Con- the performance thereunder by both the Owner and tractor and the Architect. Contractor. The Architect shall render interpretations nec- 1.6 PROJECT REPRESENTATION BEYOND BASIC SERVI(Z:S essary for the proper execution or progress of the Work with reasonable promptness on written request of either 1.6.1 If the Owner and Architect agree that more ex- the Owner or the Contractor, and shall render written de- tensive representation at the site than is described in cis~ons, within a reasonable t~me, on atl claims, disputes Paragraph 1.5 shall be provided, the Architect shall pro- and other matters in question between the Owner and the vide one or more Project Representatives to assist the Contractor relating to the execution or progress of the Architect in carr,,ing out such responsibilities at the site. Work or the interpretation of the Contract Documents. 1.6.:2 Such Project Representatives shall be selected, em- 1.5.10 Interpretations and decisions of the Architect shall pfoyed and directed by the Architect, and the Architect be consistent with the intent of and reasonably inferable shall be compensated therefor as mutually agreed be- from the Contract Documents and shall be in written or tween the Owner and the Architect as set forth in an ex- graphic form. In the capacity of interpreter and judge, hibit appended to this Agreement, which shall describe the Architect shall endeavor to secure faithful perform- the duties, responsibilities and limitations of authority of ance by both the Owner and the Contractor, shall not such Project Representatives. show partiality to either, and shall not be liable for the 1.6.3 Through the observations by such Project Repre- r~solt of any interpretation or decision rendered in 8oDd sentatives, the Architect shall endeavor to provide further faith in such capacity, protection for the Owner against defects and deficiencies 1.5.11 The Architect's decisions in matters relatin$ to in the Work, but the furnishing of such project representa- artistic effect shall be final if consistent with the intent of tion shall not modify the rights, responsibilities or obliga- the Contract Documents. The Architect's decisions on tions of the Architect as described in Paragraph 1.5. any other claims, disputes or other matters, including 1.7 ADDITIONAL SERVlC~. those in question between the Owner and the Contractor, The followin8 Services are not included in Basic shall be subject to arbitration as provided irt this Agree- Services unless so identified in Article 15. They shall merit and in the Contract Documents. be provided if authorized or confirmed in writin8 by 1.$.12' The Architect shall have authority to reject Work the Owner, and they shall be paid for by the Owner which does not conform to the Co~tract Documents. as provided in this Agreement, in addition to the Whenever, in the Architect's reasonable opinion, it is compensation for Basic Services. 1.7.1 ~~~~L~q~ struction, and furmshin8 services as may be required in ' - ' ~ connection with the replacement of such Work. 1.7.2 Providing financial feasibili~ or other special 1.7.1& Providing services made necessary by the default studies, of the Contractor, or by tailor defects or deficiencies in the Work of the Contractor, or by failure of performance 1.7.3 Providing planning surveys, site evaluations, envi- of either the Owner or Contractor under the Contract for ronmental studies or comparative studies of prospective Construction. s~tes, and prepanng special surveys, studies and submis- sions required for approvals of go~,ernmental authorities 1.7.17 Preparing a set of reproducible record drawings or others having iurisdiction over the Proiect. showmg signii:icant changes in the Work made during construction based on marked-up prints, drawings and 1.7.4 Providing services relative to future facilities, sys- other data furnished by the Contractor to the Architect. terns and equipment which are not intended to be con- structed during the Construction Phase. 1.7.18 Providing extensive assistance in the utilization of any equipment or system such as initial start-up or testing, 1.7.5 Providing services to investigate existing conditions adjusting and balancing, preparation of operation and or facilities or to make measured drawings thereof, or to maintenance manuals, training personnel for operation vert~ the accuracy of drawings or other information fur- and rnamtenance, and consultation during operation. nished by the Owner. 1.7.19 Providing services after issuance to the Owner of 1.7.6 Preparing documents of alternate, separate or the final Certificate for Payment, or in the absence of a sequential bids or pro,,iding extra services in connection final Certificate for Payment, more than sixty days after with bidding, negotiation or construction prior to the the Date of Substantial Completion of the Work. completion of the Construction Documents Phase, when requested by the Owner. 1.7.20 Preparing to serve or serving as an expert witness m connectron with any public hearing, arbitration pro- 1.7.7 Providing coordination of Work performed by ceeding or legal proceeding. separate contractors or by the Owner's own forces. 1.7.21 Providing services of consultants for other than 1.7.8 Providing services in connection with the work of the normal architectural, structural, mechanical and elec- a construction manager or separate consultants retained trical engineerin8 services for the Project. by the Owner. 1.7.22 Providing any other services not otherwise in- 1.7.9 Providing , cluded in this Agreement or not customardy furnished in analyses of owmng and operating costs, or detailed, quan- accordance with generally accepted architectural practice. ti~ su~'eys or ~nventories of material, equipment and labor. 1.8 TIME 1.8.1 The Architect shall perform Basic and Additional 1.7.10 Providing interior design and other s~milar set- Services as expeditiously as is consistent with professional v~ces requ,red for or in connection with the selection, skill and care and the orderly progress of the Work. Upon procurement or installation of furniture, furnishings and request of the Owner, the Architect shall submit for the related equipment. Owner's approval a schedule for the performance of the 1.7.11 Providing services for planning tenant or rental Architect's services which shall be adjusted as required as spaces, the Project proceeds, and shall include allowances for peri- ods of time requ,red for the Owner's review and approval 1.7.12 Making rev.s~ons in Drawings, Specifications or of submissions and for approvals of authorities having other documents ~',hen such rev,s~ons are inconsistent jurisdiction over the Project. This schedule, when approved with written approvals or instructions previously given, bv the Owner, shall not, except for reasonable cause, be are required by the enactment or rewslon of codes, laws exceeded by the Architect. or regulations subsequent to the preparation of such doc- uments or are due to other causes not solely within the control of the Architect. ARTICLE 2 1.7.13 Preparing Drawings' Specifications and supporting THE OWNER'S RESPONSIBILITIES data and providin8 other services in connection with Change Orders to the extent that the adjustment in the 2.1 The Owner shall provide full information regardin8 Basic Compensation resulting from the adjusted Con- requirements for the Project iil~.~ra,Ya:~ which stroction Cost is not commensurate with the services re- shall set forth the Owner's design objectives, constraints quired of the Architect, provided such Change Orders are and criteria, including space requirements and relation- required by causes not solely within the control of the ships, flexibility and expandability, special equipment and Architect. systems and site requirements. 1.7.14 Making investigations, surveys, valuations, invert- 2.2 If the Owner provides a budget for the Project it tories or detailed appraisals of existin8 facilities, and serv- shall include contingencies for bidding, changes in the ices required in connec~on with constroc~ion performed Work dudn$ construction, and other costs 'which are the by the Owner. responsibility of the Owner, including those described in this Article 2 and in Subparagraph 3.1.2. The Owner shall, 1.7115 Providing consultation concemin$ replacement of al: the request of the Architect, provide a statement of any Work damaged by fire or other cause during con- funds available for the Project, and their source. · a · 2.3 The Owner shall designate, when necessary, a rep- signed, specified, selected or specially provided for by resentative authorized to act in the Owner's behalf with the Architect. respect to the Project. The Owner or such authorized 3.1.3 Construction Cost does not include the compen- representative shall examine the documents submitted by sabon of the ,~,rchitect and the Architect's consultantS, the Architect and shall render decisions pertaining thereto the cost of the land, rights.-of-way, or other costs which promptly, to avoid unreasonable delay in the progress of are the responsibility of the Owner as prowded in Arti- the Architect's services, cie 2. 2.4 The Owner shall furnish a legal description and a certified land survey of the site, g~vm$, as applicable, 3.3 RESPONSIBILITY FOR CONSTRUCTION COST grades and lines of streets, alleys, pavements and adjoin- 3.2.1 Evaluations of the Owner's Prolect budget. State- ~ng property; rights-of-way, restrictions, easerpents, eh- merits of Probable Construction Cost ,~nd Detailed croachments, zoning, de~d restrictions, boundaries and Estimates of Construction Cost, if any, prepared by the contours of the site; locations, dimensions and complete Architect, represent the Architect's best judgment as a data pertaining to ex,sting buildings, other improvements design professional familiar with the construction indus- and trees; and full information concern~n8 available serv- try. It is recognized, however, that neither the Architect ,ce and utility lines both public and private, above and nor the Owner has control over the cost of labor, mate- below grade, including inverts and depths, rials or equipment, over the Contractor's methods of de- 2.5 The Owner shall furnish the serv,ces of ~oil engi- termining bid pnces, or over competitive bidding, market neers or other consultants when such services are deemed or negot,ating conditions. Accordingly, the Architect necessa~ by the Arch,tect. Such services sha~l include test cannot and does not warrant or represent that bids or borings, test pits, soil bearing values, percolation tests, air negotiated prices wilt not vary from the Project budget and water pollution tests, ground corros.on and resistivity proposed, established or approved by the Owner, if any, tests, including necessary operations for determining sub- or from any Statement of Probable Construction Cost or soil, air and water conditions, with reports and appropri- other cost estimate or evaluation prepared by the Archi- ate professional recommendations, tect. 2.6 The Owner shall furnish structural, mechanical, 3.2.2 No fixed limit of Construction Cost shall be estab- chemical and other laboratory tests, inspections and re- lished as a condition of this Agreement by the furnishing, ports as required by law or the Contract Documents. proposal or establishment of a Project budget under Sub- paragraph 1.1.2 or Paragraph 2.2 or otherwise, unless such 2.7 The Owner shall furnish all legal, accounting and in- fixed limit has been agreed upon in writing and signed by surance counseling services as may be necessary at any the parties hereto. If such a fixed limit has been estab- time for the Project, ~ncluding such auditing services as the Owner may require to ',erify the Contractor's Applica- lished, the Architect shall be permitted to include con- t~ons for Payment or to ascertain how or for what put- tingencies for design bidding and pr ce escalat on. to de- poses the Contractor uses the moneys paid by or on be- termine what materials, equipment, component systems half of the Owner. and types of construction are to be included in the Con- tract Documents, to make reasonable adjustments in the 2.8 The services, information, surveys and reports re- scope of the Proiect and to include in the Contract Docu- quired by Paragraphs 2.4 through 2.7 inclusive shall be ments alternate bids to adjust the Construction Cost to the furnished at the Owner's expense, and the Architect shall fixed limit. An,,, such fixed limit shall be increased in the be entitled to rely upon the accuracy and completeness amount of any ~ncrease in the Contract Sum occumng thereof, after execution of the Contract for Construction. 2.9 If the Owner observes or otherwise becomes aware 3.2.3 If the Bidding or Negotiation Phase has not corn- of any fault or defect in the Project or nonconformance menced within three months after the Architect submits with the Contract Documents, prompt written notice the Construction Documents to the Owner, any Project thereof shall be given by the Owner to the Architect. budget or fixed limit of Construction Cost shall be ad- 2.10 The Owner shall furnish required information and justed to reflect any change in the general level of prices services and shall render approvals and decisions as ex- in the construction industry between the date of submis- peditiously as necessary for the orderly progress of the sion of the Construction Documents to the Owner and Architect's services and of the Work. the date on which proposals are sought. 3.2.4 If a Project budget or fixed limit of Construction ARTICLE 3 Cost (adjusted as provided in Subparagraph 3.2.3) is ex- ceeded by the lowest bona fide bid or negotiated pro- CONSTRUCTION COST posal, the Owner shall (1) give written approval of an 3.1 DEFINITION increase in such fixed limit, (2) authorize rebiddin$ or re. negotiating of the Project within a reasonable time, (3) if 3.1.1 The Construction Cost shall be the total cost or the Project is abandoned, terminate in accordance with estimated cost to the Owner of all elements of the Project Paragraph 10.2, or (4) cooperate in revising the Project designed or specified by the Architect. scope and quality as required to reduce the Construction 3.1.2' The Construction Cost shall include at current Cost. In the case of (4), provided a fixed limit of Construe- market rates, including a reasonable allowance for over- lion Cost has been established as a condition of this Agree- head and profit, the cost of labor and materials furnished ment, the Architect, without additional charge, shall mod- by the Owner and any equipment which has been de- ify the Drawings and Specifications as necessary to comply with the fixed limit. The providin8 of such service shall be or extended through no fault of the Architect, compen~a- the limit of the Architect's responsibility arising from the lion tot any Basic Serv:ces required for such extended establishment of such fixed limit, and having done so, the period of Administrahon of the Construcbon Contract Architect shall be entitled to compensation for all services shall be computed as set forth in Paragraph ]4.4 for AddS- performed, :n accordance with this Agreement, whether bonal Services. or not the Construction Phase is commenced. 6.1.4 When compensation is based on a percentage of Construction Cost, and any portions of the Project are ARTICLE 4 deleted or other'.~:se not constructed, compensation for DIRECT PERSONNEL EXPENSE such porhons of the Project shall be pavabte to the extent serv:ces are performed on such portions, ~n accordance 4.1 Direct Personnel Expense is defined as the direct sal- with the schedule set forth in Subparagraph 14.2,2, based aries of all the Architect's personnel engaged o'n the Proj- on Ill the lowest bona f.de bid or negotiated proposal or, ecl, and the porbon of the cost of their mandatory and {2) ~f no such bid or proposal is recessed, the most recent customary contributions and benefits related thereto, such Statement of Probable Construction Cost or Detailed Esti- as employment taxes and other statutory employee bene- mate of Construction Cost for such portions of the ProJect. fits, insurance, sick leave, holidays, vacations, pensions and similar contributions and benefits. 6.2 PAYMENTS ON ACCOUNT OF ADDITIONAL ARTICLE 5 6~2.1 Payments on account of the Architect's Additional Services as defined in Paragraph 1.7 and for Reimbursable REIMBURSABLE EXPENSES Expenses as defined in Article 5 shall be made monthly 5.1 Reimbursable Expenses are in add~tion to the Com- upon presentation of the Architect's statement of services pensation for Basic and Additional Services and include rendered or expenses incurred. actual expenditures made by the Architect and the Archi- 6.3 PAYMENTS WITNHEM) tect's employees and consultants in the interest of the 6.3.1 No deductions shall be made from the Architect's Project for the expenses listed in the following Sub- compensation on account of penalty, liquidated damages paragraphs: or other sums withheld from payments to contractors, or 5.1.1 Expense of transportation in connection with the on account of the cost of changes in the Work other than Project; living expenses in connection with out-of-town those for which the Architect is held legally liable. travel; long distance communications, and fees paid for 6.4 PROIECT SIJSPENSION O1~ TERMINATION securing approval of authorities hawng jurisdiction-over the Project. 6.4.1 If the Project is suspended or abandoned in whole or in part for more than three months, the Architect shall 5.1.2 Expense of reproductions, postage and handling of be compensated for all services performed prior to receipt Drawings, Specifications and other documents, excluding of written notice from the Owner of such suspension or reproductions for the office use of the Architect and the Architect's consultants, abandonment, together with Reimbursable Expenses then due and all Termination Expenses as defined in Paragraph 5.1.3 Expense of data processing and photographic pro- ]0.4. If the ProJect is resumed after being suspended for duction techniques when used in connection with AddS- more than three months, the Architecfs compensation tional Services. shall be equitably adjusted. 5.1.4 If authorized in ad~,ance by the Owner, expense of o',ertime work requ.ring h~gher than regular rates. ARTICLE 7 5.1.5 Expense of renderings, models and mock-ups re- quested by the Owner. ARCHITECT'S ACCOUNTING RECORDS 5.1.6 Expense of any additional insurance coverage or 7.1 Records of Reimbursable Expenses and expenses per- limits, including professional liability insurance, requested tanning to Additional Services and services performed on by the Owner in excess of that normally carried by the the basis of a /Viu[t~ple of Direct Personnel Expense shall Architect and the Architect's consultants, be kept on the basis of generally accepted accounting principles and shall be available to the Owner or the ARTICLE & Owner's authorized representative at mutually convenient ' times. PAYMENTS TO THE ARCHITECT 6.1 PAYMENTS ON ACCOUNT OF ~ SBIVlC~ ARTICLE 8 OWNERSHIP ANO USE OF OOCUMENTS 6.1.1 An initial payment as set forth in Paragraph 14.1 is a· ,.~__ . (K~ ARTICLE 15) the minimum payment under this Agreement. 6.1.2 Subsequent payments for Ba~c Services shall be made monthly and shall be in proportio~ to services per* formed within each Phase of services, on the basis set 6.1.1 If and to the extent that the Contract l~me initially established in the Contract for Construction is exceeded TH~ AJ~4E~CA.N INaTITUT~ O~ AJ~(2~f~C'f'~, '17'~1 NEI~ ~ AVEI%~JE, N.W., WA.~HINGTOhl, D.C. ~ 1'141-1~Y)7 x:~tt~ar4~e~e~:aca~_am_~_~r,l~a~,.~lac~:x:~mld~ 10.4 Termination Expends include ex~n~ dirtily at- ~fl~~~~~ tributable to termination for which the Archit~t is not ~u~~~~~ othe~i~ compensated, plus an amount comput~ as a ~~R~~~~ percentage of the total Basic and Additional Compen~- ~ tion earn~ (o the time o~ termination, as follows: 8~~~~~ .1 20 percent ~f termination ~cu~ durin8 the Sch~ ~x~R~~~ matic Design Phase; or ~~k[[~~~ .2 10 percent ~f termination occurs durin8 the Design ~E~~ Development Pha~; or .3 5 percent if termination occurs duri~8 any sub~ quent pha~. ARTICE ~ ~ ARTIC~ 11 ~x~~~~ MISCEL~NEOUS PROVISIONS ~8~~~~~ 11.1 Unless othe~i~ specifiC, this ABr~ment shall be ~~A~a~a~~fl~flR~2~ governed by the law of the principal place of business of t~~~a~~ the Arch.tect. t~~~~~ 11.2 Terms ~n th~s Agr~ment shall have the same mean- ~a~~A:A:~i~' mg as those in AIA Document A201, General Conditions ~A~A~~~~, of the Contract for Construction, current as of the date je~~~~~~ of this ABr~ment. ~~~~~~ 11J As be~n the parties to this Agr~ment: as to all ~'~~~~ ac~s or failures to act by either pa~ to this Agreement, ~~K~~~~ any applicable statute of limitations shall commence to t~~RR~~~ run and any alleged cause of action shall be deem~ to ~a~~~~ have accrued in any and all events not later than the ~t~ ~~~d~~~h rant Date of Substantial Completion of the Work, and as ~X~~~WR~ to any acts or faJlures to act occurring after the relevant ~~~~R~~ Date of Substantial Completion, not later than the date of ~A~R~~~~ ~ssuance of the final Certificate for Payment. ~fl~~~~~e 11.4 The Owner and the Archit~t waive all riBh~ against each other and against the contractor, consult- ~x~a~~~a~k~fi~R ants, agents and employees of the other for dama8es cov- ~R~~~~ ered by any prope~ insurance during construction as ~t t~~~~~ forth in the edition of AIA Document A201, General Con- ~~~~~ ditions, current as of the date of this Agreement. The ~~~~x~~R Owner and the Architect each shall require appropriate t~~K~RR~R~~;~RR s~mi[at waiven from their contractors, consultants and .~ek~x~~R~R agents. ~~~d~ ARTICLE 12 1~.1 The Owner and the Architect, resistively, bin~ th~m~elv~s, their Oartners, succorers, a~ign~ and teOresentative~ to th~ other ~a~ to thi~ Agr~ment and AR~C~ 10 to the partnem, successom, assigns and legal repr~n~- ~INATION OF AGRE~E~ rives of such other pa~ with res~ct to all covenan~ of this ABr~ment. Neither the ~ner nor the Architect shall 10.1 This ABr~ment may ~ terminat~ by either pa~ assign, sublet or transfer any intent in this ABr~ment upon seven days' wri~en notice s~uid the other pa~ without the written con~nt of the other. fail substantially to peEorm in acco~ance with i~ terms through no fault of the pa~ initiatin8 the te~ination. lOJ This ABr~ment may ~ te~i~t~ by ~e ~ner AR~C~ 13 u~n at least ~en days' w~ notice to the Archit~t. ~NT OF AGREEMENT ~h&~~~~ 13.1 This AB~ement repre~n~ the entire and inteBrat~ lOJ In the event of te~ination not the fault of ~e Ar- aBr~ment ~n the ~ner and the Archit~ and chits, the Archit~t shall ~ com~t~ for all ~ic~ su~ all prior negotiations, ~m~n~tions or ~Ho~ to te~ination dam, rose'er wi~ Reimbu~ men~, eider wri~n or oral. ~is ABr~ment may able ~n~ then due and all Te~ina~on ~ u a~nd~ only ~ wA~ in~t sign~ ~ ~ defin~ in Pa~Braph 10.4. ~r and A~hi~ IA, SIS 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: 14.2 BASIC COMPENSATION 14.2.1 FOR BASIC SERVICES, as described in Paragraphs 1.'I through 1.5, and any other services included in Article 15 as part of Basic Services, Basic Compensation shall be computed as follows: Compensation shall be based on a fee of five and one-half percent (5.5%) of the construction cost of the Project, for all portions of the Project to be awarded under a single, stipulated sum construction contract. 14.2.2 Where compensation is based on a Stipulated Sum or Percentage of Construction Cost, payments for Basic Services shall be made as provided in Subparagraph 6.1.2, so that Basic Compensation for each Phase shall equal the following percentages of the total Basic Compensation payable: Programming Phase: Five percent (5%) Schematic Design Phase: Ten percent ( 10 %) Design Development Phase: Twenty percent ( 20 %) Construction Documents Phase: Forty percent ( 40 %) Biddin8 or Negotiation Phase: Five percent ( 5 %) Construction Phase: T~enty. percent ( 20 %) 14.3 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES, u described in Parasraph 1.6, Compe~m§on shall be computed separately in accordance wid~ Subparalraph 1.6~ THE AMUJC.~ ~NS'n~ O~ ~IT[CrS, 1~ s[w vo~x ^vmu[, s.w., WASaI~CtO~, O.C 3ma~ II41.1d~/'Z d~ 14.4 COMPENSATION FOR ADDITIONAL SERVICES 14.4.1 FOR ADDITIONAL SERVICES OF THE ARCHITECT, as described in Paragraph 1.7, and any other services eluded in Article 1S as part of Additional Services, but excluding Additional Services of consultants, Compen- sation shall be computed as follows: At the fixed rate of forty dollars ($40.00) per hour. 14.4.3 FOR ADDITIONAL SERVICES OF CONSULTANTS, including additional structural, mechanical and electrical engineering services and those provided under Subparagraph 1 721 or identified in Article 1S as part of Addi- tional Services, a multiple of one and one-tenth 1.1 ~ hmes the amounts billed to the Architect for such services, 14.S FOR REI~dgURSABLE EXPENSES, as described in Article S, and any other items included in Article 15 as Reim- bursable ~xpenses, a multiple of one 1.0 ) t~mes the amounts ex- pended by the Architect, the Architect's employees and consultants in the interest of the Project. 14.6 Payments due the Architect and unpaid under this Agreement shaU bear interest from the date payment is due at the rate entered below, or in the ab~nce ~hereof, at the legal rate prevaJJ~n8 at the principal place of business of the Architect 14.7 ~e ~ner and the Architect ag~ in accordance wilh the Te~s and Conditions of this Ag~ment that: 14.7.1 IF THE SCOPE of the Pmj~t or of the Archit~s Sewic~ is chang~ materially, the amoun~ of com~ng~on shall ~ ~ui~bly adjustS. 14.7~ IF THE SERVICES c~e~ ~ ~is Ag~ment have not ~n complet~ within thirty (3~ months of ~e ~te he,f, thmu~ no fault of ~e Archit~ ~ a~n~ ~ ~fi~, rat~ ~d multiples ~t fo~ hewn shaU ~ ~uitably adjusted. ARTICLE lS OTMER CONDITIONS OR SERVICES 15.1 The City's obligations under this contract are contingent upon the passage of a Bond Issue for construction of this project. OWNERSHIP OF DOCUMENTS 15.2 Drawings and specifications, being instruments of service for which the Owner has paid, shall be the property of the Owner, whether the project for which they are made is executed or not. They will not be used by anyone other than the Owner except by agreement in writing and with ap- propriate compensation to the Architect. This Agreement entered into as of lhe day and year first written above. OWNER ARCHITECT City of The Colony FRS DmsJ~n C, rm~Ln: The. 5576 North Colony Blvd. 2501 Parkview. Suite 210 The ~C~ony, Texas 75056 Fort Worth, Texas 76102