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HomeMy WebLinkAboutOrdinance No. 269 ORDIANCE NO.. 269 AN ORDIANCE OF THE CITY OF THE COLONY, TEXAS, AUTHORIZING THE CITY MANAGER TO ENTER INTO A CONTRACT WITH THE FIRM OF FRS DESIGN GROUP IN THE AMOUNT OF 5~% OF TOTAL COST FOR THE PLANNING AND CONSTRUCTION OF A MUNICIPAL COMPLEX; ATTACHING THE APPROVED FORM OF THE CONTRACT AS EXHIBIT "A" ; AND PROVIDING AN EFFECTIVE DATE. BE IT ORDAINED BY THF 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 a contract with the firm of FRS Design Group in the amount of 5~% of the total cost for the planning and construction of a municipal complex in The Colony. The approved form of such contract is attached hereto as Exhibit "A", and made a part hereof for such purposes. SECTION 2. This ordiance shall take effect immediately from and after its passage by the City Council of the City of The Colony, Texas. DULY PASSED by the City Council of the City of The Colony, Texas on the 5th day of December, 1983. APPROVED: ATTEST: JANET GADD, CImY SECRETARY A77~cv~d by Ci~y C~'''-~:' APPROVED AS TO FORM: THE AMERICAN INSTITU'TE OF ARCHITECTS AIA Document B141 Standard Form of Agreement Between Owner and Architect 1977 EDITION THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION AGREEMENT made as of the day of October in the year of Nineteen Hundred and Eighty-three BETWEEN the Owner: city of the Colony 5576 North Colony Blvd. Thk Colony, Texas 75056 and the Architect: FRS Design Group, Inc. 2501Parkview, Suite 407 Fort Worth, Texas 76102 For the following Project: (Includedetaileddescr~tionofProjectlocationandscope.) Programming, Design, Construction Documents, and Construction Administration for the City of the Colony Municipal Building The Owner and the Architect agree as set forth below. {This Page Is Blank) 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 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 governmental authorities haw 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 SCHEMATIC DESIGN PHASE the Construction Documents and of the latest Statement 1.1.1 The Architect shall ~[~R~ 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 shah review with the Owner alterna- this Agreement, will terminate when final payment to the tive 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 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 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- Proiect 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 qu~,lity 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 Project. 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 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 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. 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 with the prows~ons of the Contract Docu- ments, whether or no~ 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 Drawin§s. Product Data and Samples, but and shall issue Certificates for Payment in such amounts, only for conformance with ~he 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 i~ a component. the Contractor's App[ication for Payment, that the Work 1.5.14, The Architect sl-~al] p~epare 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 belief, the qual- the Contract Documents, and shall have authority to order ity of the' 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- 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 cot- 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 pier]on, 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 of the 1.5.16 The extent of the duties, responsibilities and lim- Contract Sum. ]rations 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 iudge 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 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- tensive representation at the site than is described in cisions, within a reasonable time, on all claims, 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 responsibi[itiesat 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 inferab]e 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 anco 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- result of any interpretation or decision rendered in goo'd sentatives, the Architect sha][ 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 obi]ga- the Contract Documents. The Architect's decisions on tionsof the Architect as described in Paragraph 1.5. any other claims, disputes or other matters, including 1.7 ADDITIONAL SERVICES 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- ment and in the Contract Documents. Services unless so identified in Article 15. They shall be provided if authorized or confirmed in writing by 1.5.12 The Architect shall have authority to reiect 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 13asic Services. 1.7.1 r4~~'~x~12~'~,7"'tfg%~~ struction, and furnishing services as may be required in ~,zg-m:~g~:,~:~[c~:g~x 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 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 jurisdiction over the Project. showing significant changes in the Work made during construction based on marked-up prints, drawings and 1.7.4 P~-oviding 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 manua[~, training personnel for operation verif~ 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 the final Certificate for Payment, or in the absence of a sequenti~.l 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. in connection with any public hearing, arbitration pro- 1.7.7 Providing coordination of Work performed by ceedingor 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 engineering services for the Project. by the Owner. 1.7.22 Providing any other services not otherwise 1.7.9 Providing l~Y~q~'.~::~-~'r~'t~c~"e~g2~:~ c]uded 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 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 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 revisions are inconsistent iurisdiction over the Proiect. 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 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 thee Project struction Cost is not commensurate ~,ith the services re- shall set forth the Owner's design obiectives, constraints and criteria, including space requirements and relation- quired of the Architect, provided such Change Orders are 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 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 responsibility of the Owner, including those described in by the Owner. this Article 2 and in Subparagraph 3.1.2. The Owner shall, 1.7.15 Providing 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- 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 compen4 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 ]alrd, 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 CO53'~ grades and lines of streets, alleys, pavements and adjoin- 3.2.1 Evaluations of the Owner's Project budget, Stale- lng property; rights-of-way, restrictions, easements, eh- ments of Probable Construction Cost and 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 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- fished 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 lished, the Architect shall be permitted to include con- the Owner may require to verify the Contractor's App]ica- 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 ~ervices, 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 ments alternate bids to adjust the Construction Cosl to the furnished at the Owner's expense, and the Architect shall fixed limit. Any such fixed limit shale 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 com- 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 lusted to reflect any change in the general level of prices in the construction industry between the date of submis- services and shall render approvals and decisions as ex- 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 r&vising 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), provideda 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 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 comp]¥ 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 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 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 otherwise 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 on the Proj- on (1) the lowest bona fide bid or negotiated proposal or, eot, and the portion of the cost of their mandatory and (2) 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 SERVICES 6.2.1 Payments on account of the Architect's Additional ARTICLE ,5 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 Corn- 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 iisted 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 :n connection with out-of-town those for which ~the Architect is held legally liable. travel; long distance communicationsr and fees paid for 6.4 PROJECT SUSPENSION OR TERMINATION securing approval of authorities having jurisdiction over 6.4.1 If the Project is suspended or abandoned in whole the Project. 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 7 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 raining to Additional Services and services performed on limits, including professional liability insurance, requested the basis of a Multiple of Direct Personnel Expense shall by the Owner in excess of that normally carried by the be kept on the basis of generally accepted accounting Architect and the Architect's consultants, principles and shall be available to the Owner or the Owner's authorized representative at mutually convenient ARTICLE 6 times. PAYMENTS TO THE ARCHITECT ARTICLE 8 6.1 PAYMENTS ON ACCOUNT OF BASIC SERVICES OWNERS(HsI~]E3AANi)I~i~,{C~F DOCUMENTS 6.1.1 An initial payment as set forth in Paragraph 14.'1 is 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 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 mt~u~:~l~x.~z~;~:~h'l~K~x~h"C~v~ 10.4 Termination Expenses include expenses directly at- J~.~,~,~~t~ tributable to termination for which the Architect is not gC~i~q~T,H~fox~'"~e~,Xe~p'~-~,X~rg~,e'~,3rr~ otherwise compensated, plus an amount computed as a :~E~g~u~l~y~l~:~i~,,-z~, ~~~glt~Xi~;l~:K percentage of the total Basic and Additional Compensa- ~:~ Lion earned to the time of termination, as follows: ~.~×:~j~[~L~~u~t~d~Kd~.o0:~ .1 20 percent if termination occurs during the Sche- ' [% ,.. ~ .......... ~ ....... ~ ........ matic Design Phase; or l~;~:~l~~5f~x~x .2 10 percent if termination occurs du:ing the Design ~kh~z~x~x~-x Development Phase; or .3 5 percent if termination occurs during any subse- ARTICLE 9 (DELETED) quent phase. ~ ARTICLE 11 ~ ~ ~ MISCELLANEOUS PROVISIONS  11.1 Unless specified, Agreement otherwise this shall be governed by the law of the principal place of business of ~I~:~L~J',c~:~C~R~:! '¢~'~:~z.d~o:~:g.~~l~ the Architect. ~[h~:~,~:~c,x~:g~,~.~,z;~~~ lng as those in AIA Document A201, General Conditions ..... of the Contract for Construction, current as of the date ~~ of this Agreement ~:R~.~:~g~e~Tm'JCJemz~ 11.3 As between the parties to this Agreement: as to all · ...... ' ~ ~ acts or failures to act by either party to this Agreement, ~rr:~ ' ',.~g~L,y~,~A~:~:~,yx~]%~,r~J~:,~ any applicable statute of limitations shall commence to t~k-~;j~i:~k'z~"~:~K~~e~'~P.~:~ run and any alleged cause of action shall be deemed to ~ tlc,~--~~f~..~TeYe~-~"""-'~::~i~:~i: have accrued in any and all events not later than the rele- vant Date of Substantia[ Completion of the Work, and as ~4W'x~X~z~k~d[x~:~exc~]~Xx~g~ex to any acts or failures to act occurring after the relevant ~ ' ' Date of Substantial Completion, not later than the date of Fd~b%i-~Y'r~t~~:~'x~twq~xiysx~~ issuance of the final Certificate for Payment. [~,~t~i:d~ix,~m~u~:J~p:~J~k~'~J~z~i:~ 11.4 The Owner and the Architect waive all rights ~exRg~/~]lS~xx against each other and against the contractors, consult- ~ ants, agents and employees of the other for damages cow ~i~j~]~j~l~~~ by any property during as set ered insurance construction xa~-M-"~mx~l~~i'~i'bx:~lc~'~g~'~'~., forth in the edition of AIA Document A201, General Con-  ditions, current as of the date of this Agreement. The Owner and the Architect each shall require appropriate t~~:'ll~c(Yc~l~:~r'a~'~:~tEY'~q4'~ similar waivers from their contractors, consultants and ii,~-~:~ ~ ~ ~x [~g ~-tx ~ ~ ~t ll~ ~: ,,,,,~ .,~, ~R~'x ~ ~m~Ix ~ agents. _ __ - ~ 1¢j~c:~4 ~,'~¢- ARTICLE 12 ~k-~/~r~-~-~-~i~-~~m~'~mYc/ex¢~ SUCCESSORS AND ASSIGNS · ' [~{]Y,,~J~CJ~]J.~Y~ 12.1 The Owner and the Architect, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and ARTICLE 10 to the partners, successors, assigns and legal representa- TERMINATION OF AGREEMENT tives of such other party with respect to all covenants of this Agreement. Neither the Owner nor the Architect shall 10.1 This Agreement may be terminated by either party assign, sublet or transfer any interest in this Agreement upon seven days' written notice should the other party without the written consent of the other. fail substantially to perform in accordance with its terms through no fault of the party initiating the termination. ARTICLE 13 10.2 This Agreement may be terminated by the Owner upon at least seven days' written notice to the Architect. EXTENT OF AGREEMENT ix~'~'~t:~g°~'°~i~~agc'f~e~' 13.1 This Agreement represents the entire and integrated 10.3 In the event of termination not the fault of the Ar- agreement between the Owner and the Architect and chitect, the Architect shall be compensated for all services supersedes all prior negotiations, representations or agree- performed to termination date, together with Reimburs- merits, either written or oral This Agreement may be able Expenses then due and all Termination Expenses as amended only by written instrument signed by both defined in Paragraph 10.4. Owner and Architect· ARTICLE 14 IJASIS OF COMPENSATION The Owner shall compensate the Architec~ 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: 14.1 ~ d~}m]~xxxxxxxkx 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 Design Phase: Ten percent ( 10 %) Design Development Phase: Twenty 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 shah be computed separately in accordance with Subparagraph 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 thirty-five dollars ($35.00) 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 ( 1.1 I 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- bursable Expenses, a multiple of one ( 1 .0 ) times the amounts ex- pended by the Architect, the Architect's employees and consultants in theinterest 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, through no fault of the Architect, the amounts of compensation, rates and multiples set forth herein shall be equitably adjusted. ThL~ A§reement entered into as of the day and year first written above. OWNER ARCHITECT City of The ~o~o~Y FRS Design Group~ Inc. 5576 North Colony Blvd. 2501 Parkview, Suite 407 The Colony, Texas 75056 Fort Worth~ Texas 76102 ADDENDUM TO THE AGREEMENT BETWEEN CITY OF THE COLONY, TEXAS AND FRS DESIGN GROUP, INC. ARTICLE 8 OWNERSHIP OF DOCUMENTS 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 appropriate compensation to the Architect. FRS CO__NTRACT Proposed Revision Section 15.2 The City's obligations nnder~this_contract are contingent upon the sale of certain City property described generally as: All payments due and payable under this agreement are payable soley from the proceeds of the aforesaid sale.