Loading...
PA9702-CS 961030LEISURE SERVICES DEPARTMENT DATE: TO: FROM: SUBJECT: MEMORANDUM October 30, 1996 Jason Marshall, City Attomey's Office ~ Gary Sims, Director of Leisure Sentices ~ Revised Copy of Contract from Brinkley Sargent Architects, Inc. Attached is the revised contract as we discussed yestea'day. Please review and call me with your comments as soon as possible. GDSfoav Attachment Copy to: Clay Phillips Jennifer Armstrong nm Ragsdin Standard Form of Agreement Between Owner and Architect AIA Document B141 - Electronic Format AGREEMENT made as of the Fifteenth day of October in the year of Nineteen Hundred and Ninety-six · BETWEEN the Owner: tName and address) City of Council 355 Parkway Blvd. Coppell Texas 75019 and the Architect: I.Vame and address) ~Brinkley Sargent Architects 5000 Quorum Drive, Suite 123 Dallas, Texas 75240 For the following Project: f Include detailed description of Project, location, addrats and scope.) The project includes develocment of an Aauatic and Recreation Center with a construction budget of S6.000.000. Location of the facility is to be determined. Scone of work includes all site work, buildins, and masterplanning, The Owner and Architect agree as set forth below. FHIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA I)OCUMENT MAY BE MADE BY USINO AIA DOCUMENT D401. Copyright 1917, 1926, 1948, 1951, 1953, 19~8, 1961. 1963, 1966, 1967, 1970, 1974. 1977, 1987 by The Am~rloan Institute of Architects. 173~ New York Avenue, N.W.. Wuhington. D.C., 20006-5292, Rsproductioil of the malarial herein or mabelaerial quototion of its provisions without writin I~fmission of the AIA violates the cop~'ilht laws of the United 8tares and will be subjEt to legal prosecution. Electronic Document Service BI4'l-1987 I TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT ARTICLE 1 ARCHITECT'$ RESPONSIBILITIES 1.1 ARCHITECT'S SERVICES 1.1.1 The Architect's services consist of ~ose services performed by the Architect, Architect's employees end Architect's consultants as enumerated in Articles 2 end 3 of this Agreement and any other services included in Article 12. 1.1.2 The Architect's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Work. Upon request of the Owner, the Architect shall submit for the Owner's approval a schedule for the performance of the Architect's services which may be adjusted as the Project proceeds, and shall include allowances for periods el time required for the Owner's review and for approval el submissions by authorities having jurisdiction over the Project. Time limits established by this schedule approved by the Owner shall not, except for reasonable cause, be exceeded by the Architect or Owner. 1,1.3 The services covered by this Agreement are subject to the time limitations contained in Subparagraph l 1.5.1. ARTICLE 2 SCOPE OF ARCHITECT'S BASIC SERVICES 2.1 DEFINITION 2.1.1 The Architect's Basic Services consist of those described in Paragraphs 2.2 through 2.6 and any other services identified in Article 12 as part of Basic Services, and include normal structural, mechanical and electrical engineering services. 2.2 SCHEMATIC DESIGN PHASE 2.2.1 The Architect shall review the program furnished by the Owner to ascertain the requirements of the Project and shall arrive at a mutual understanding of such requirements with the Owner. 2.2.2 The Architect shall provide a preliminary evaluation of the Owner's program, schedule and construction budget requirements, each in terms of the other, subject to the limitations set forth in Subperagraph 5.2.1. 2.2,3 The Architect shall review with the Owner alternative approaches to design and construction of the Project. 2.2.4 Based on the mutually agreed-upon program, schedule and construction budget requirements, the Architect shall prepare, for approval by the Owner, Schematic Design Documents consisting of drawings and other documents illustrating the scale and relationship of Project components. 2.2.5 The Architect shall submit to the Owner a preliminary estimate of' Construction Cost based on current area, volume or other unit costs. 2.3 DESIGN DEVELOPMENT PHASE 2.3.1 Based on the approved Schematic Design Documents and any adjustments authorized by the Owner in the program, schedule or construction budget, the Architect shall prepare, for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the Project as to architectural, structural, mechanical and electrical systems, materials and such other elements as may be appropriate. 2,3,2 The Architect shall advise the Owner or any adjustments to the preliminary estimate of Construction Cost. 2.4 CONSTRUCTION DOCUMENTS PHASE 2.4.1 Based on the approved Design Development Documents and any Further adjustments in the scope or quality of the Project or in the construction budget authorized by the Owner, the Architect shall prepare, tbr approval by the Owner, Construction Documents consisting of Drawings end Specifications setting forth in detail the requirements for the construction of the Project. 2.4.2 The Architect shall assist the Owner in the preparation of the necassary bidding information, bidding forms, the Conditions of the Contract, and the form or Agreement between the Owner and Contractor. INSERT A The architect shall assist the owner through the oranaration of bid Specifications. drawin,,s. Electronic Document Service B141-1997 2 evaluation of bids. distributing clans and soecifications to selected metroolex clan runs. distribution of plans to prosoective bidders. submission of recommendations of bidders. recommendations reoardin; the return of bid bonds. etc. This section will also cover other related items such as oreoaration of construction contracts and administration of the construction Droiect, eta. 2.4.3 The Architect shall advise the Owner of any adjustments to previous preliminary estimates of Construction Cost indicated by changes in requirements or general market conditions. 2.4.4 The Architect shall assist the Owner in connection with the OwnerIs responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. 2.5 BIDDING OR NEGOTIATION PHASE 2.5.1 The Architect, following the Owner's approval of the Construction Documents and of the latest preliminary estimate of Construction Cost, shall assist the Owner in obtaining bids or negotiated proposals and assist in awarding and preparing contracts for construction. 2.6 CONSTRUCTION PHASE--ADMINISTRATION OF THE CONSTRUCTION CONTRACT 2.6.1 The Architoct's responsibility to provide Basic Services for the Construction Phase under this Agreement commences with the award of the Contract for Construction and terminates at the earlier of the issuance to the Owner of the final Certificate for Payment or/09- ~)0 days after the date of Substantial Completion of the Work. 2.8.2 The Architect shall provide administration of the Contract t'or Construction as set forth below and in the edition of AIA Documont A201, General Conditions of the Contract for Construction, current u of the date of this Agreement. unless otherwise provided in this Agreement. 2.6.3 Duties, responsibilities and limitations of authority of the Architect shall not be restricted, modified or extended without written agreement of the Owner and Architect with consent of the Contractor, which consent shall not be unreasonably withheld. 2°8.4 The Architect shall be a representative of and shall advise and consult with the Owner (1) during construction until final payment to the Contractor is due, and (2) as an Additional Service at the Owner's direction from time to time during the correction period described in the Contract for Construction. The Architect shall have authority to act on behalf of the Owner only to the extent provided in this Agreement unless otherwise modified by written instrument. 2.8.5 The Architect shall visit the site at intervals appropriate to the stage of construction or as otherwise agreed by the Owner and Architect in writing to become generally familiar with the progress and quality of the Work completed and to determine in general if the Work is being performed in a manner indicating that the Work when completed will be in accordance with the Contract DoCuments. However, the Architect shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. On the basis of on-site observations as an architect, the Architect shall keep the Owner informed of the progress and quality of the Work, and shall endeavor to guard the Owner against defects and deficiencies in the Work· Architect will develoo field report documentinn each trio to site. Trips to site shall be an average of two trios oaf month. {More extensive site representation may be agreed to as an Additional Service, as described in Paragr~pk 3.2.) 2.6,6 The Architect shall not have control over or charge of and shall not be responsible for construction means, methods, tachniquos, sequences or procedures, or for safety precautions and programs in connection with the Work, since these are solely the Contractor's responsibility under tho Contract for Construction. The Architect shall not be responsible for the Contractor's schedules or failure to can'y out the Work in accordance with the Contract Documents. The Architect shall not have control over or charge of acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any other persons performing portions of the Work. 2.6.7 The Architect shall at all times have access to the Work wherever it is in preparation or progress. 2.6.8 Except as may otherwise be provided in the Contract Documents or when direct communications have been specially authorized, the Owner and Contractor shall communicate through the Architect. Communications by and with the Architect's consultants shall be through the Architect. 2.6.9 Based on the Architect's observations and evaluations of the Contractor's Applications for Payment, · the Architect shall review and certify the amounts due the Contractor. 2.6.10 The Architect's certification for payment shall constitute a representation to the Owner, based on the Architect's observations at the site as provided in Subparagraph 2.6.5 and on the data comprising the Contractor's Application for Payment, that the Work has progressed to the point indicated and that, to the best of the Architect's knowledge, information and belief, quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject Electronic Document Service B 141 - 1987 3 to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests and inspections, to minor deviations from the Contract Documents correctable przor to completion and to specific qualifications expressed by the Architect. The issuance of a Certificate for Payment shall further constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment shall not be a representation that the Architect has (1) made exhaustive or continuous on- site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment or (4) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. 2.g.'11 The Architect shall have authority to reject Work which does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable for implementation of the intent of the Contract Documents, the Architect will have authority to require additional inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, material and squipment suppliers, their agents or employees or other persons performing portions of the Work. 2.6.12 The Architect shall review and approve or take other appropriate action upon Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for cont'ormance with information given and the design concept expressed in the Contract Documents. The Architect's action shall be taken with such reasonable promptness as to cause no delay in the Work or in the construction of the Owner or of separate contractors, while allowing sufficient time in the Architect's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness Of other details such as dimensions and quantities or for substantiating instructions for installation or performance of equipment or systems designed by the Contractor, all of which remain the responsibility of the Contractor to the extent required by the Contract Documents. The Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of construction means, methods, techniques, sequences or procedures The Architect's approval of a specific item shall not indicate approval of en assembly of which the item is a component. When professional certification of performance characteristics of materials, systems or equipment is required by the Contract Documents, the Architect shall be entitled to rely upon such certification to establish that the materials, systems or equipment will meet the performance criteria required by the Contract Doomeats. 2.6.13 The Architect shall prepare Change Orders and Construction Change Directires, with supporting documentation and data if deemed necessary by the Architect as provided in Subparagraphs 3.1.1 and 3.3.3, for the Owner's approval and execution in accordance with the Contract Documents, and may authorize minor changes in the Work not involving an adjustment in the Contract Sum or an extension of the Contract Time which are not inconsistent with the intent of the Contract Documents. 2.g.'J4 The Architect shall conduct inspections to determine the date or dates of Substantial Completion and the date of final completion, shall receive and forward to the Owner for the Owner's review and records written warranties and related documents required by the Contract Documents end assembled by the Contractor, and shall issue a final Certificate for Payment upon compliance with the requirements of the Contract Documents. 2.8.15 The Architect shall interpret and decide matters concerning performance of the Owner and Contractor under the requirements of the Contract Documents on written request of eithar the Owner or Contractor. Tha Architact's response to such requests shall be made with reasonable promptness and within any time limits agreed upon. 2.8.18 Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings. When making such interpretations and initial decisions, the Architect shall endeavor to secure faithful performance by both Owner and Contractor. shall not show partiality to either, and shall not be liable for results of interpretations or decisions so rendered in good faith. 2,6.17' The Architect's decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed in the previously aDDroved .Contract Documents. 2.6.18 The Architect shall render written decisions within a reasonable time on all claims, disputes or other matters in question between the Owner and Contractor relating to the execution or progress of the Work as provided in the Contract Documents. Electronic Document Service BI41-1987 4 2.6,19 The Architcct's decisions on claims, disputes or other matters, including those in question between the Owner and Contractor, except for those relating to aesthetic effect as provided in Subparagraph 2.6.17, shall bc subjcet to arbitration as prnvidcd in this Agrccmcnt and in the Contract Documents. ARTICLE 3 ADDITIONAL SERVICES 3.1 GENERAL 3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified in Article 12, and they shall be paid for by the Owner as provided in this Agreement, in addition to the compensation for Basic Services. The services described under Paragraphs 3.2 and 3.4 shall only be provided if authorized or confirmed in writing by the Owner. If services described under Contingent Additional Services in Paragraph 3.3 are required due to circumstances beyond the Architect's control, the Architect shall notify the Owner prior to commencing such services. If the Owner deems that such services described under Paragraph 3.3 are not required, the Owner shall give prompt written notice to the Architect. If the Owner indicates in writing that all or part of such Contingent Additional Services are not required, the Architect shall have no obligation to provide those services. 3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES 3.2.1 It shall be the responsibility of BSAI to ne;otiate with the EDC through their official renresentative. Gary Sims, Director of Leisure Services, for any and all additional services reouirin- additional fees, tf-=m~fe cxtcnsiv~ representation at the site than is dcsaribad in Subparagraph 2.6.5 is required, thc Architect shall provide one or me/to Project Rcpregntatives to assist in c~, ,/inl; out such additional on sitc ~sponsibilities. 3.2.2 Project Representatives shall be selected, employed and directed by the Architect, and the Architect shall be compensated therefor as agreed by the Owner and Architect. The duties, responsibilities and limitations of authority of Project Representatives shall be as described in the edition of AIA Document B352 current as of the date of this Agreement, unless otherwise agreed. 3.2.3 Through the observations by such Project Representatives, the Architect shall endeavor to provide further protection for the Owner against defects and deficiencies in the Work, but the furnishing of such project representation shall not modify the rights, responsibilities or obligations of the Architect as described elsewhere in this Agreement. 3.3 CONTINGENT ADDITIONAL SERVICES 3.3.1 Making revisions in Drawings, Specifications or other documents when such revisions are: .1 inconsistent with approvals or instructions previously given by the Owner, including i revisions made necessary by adjustments in the Owner's program or Project budget; .2 required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents; or .3 due to changes required as a result of the Owner's failure to render decisions in a timely 3.3.2 Providing services required because of significant changes in the Project including, but not limited to, size, quality, complexity, the Owner's schedule, or the method of bidding or negotiating and contracting for construction, except for services required under Subparagraph 5.2.5. 3.3.3 Preparing Drawings, Specifications and other documentation and supporting data, evaluating Contractor's proposals, and providing other services in connection with Change Orders and Construction Change Directives. 3.3.4 Providing services in connection with evaluating substitutions proposed by the Contractor and making subsequent revisions to Drawings, Specifications and other documentation resulting therefrom. 3.3,5 Providing consultation concerning replacement of Work damaged by fire or other cause during construction, and furnishing services required in connection with the replacement of such Work. 3.3.g Providing services made necessary by the default of the Contractor, by major defects or deficiencies in the Work of the Contractor, or by l'ailure of performance of either the Owner or Contractor under the Contract for Construction. 3.3.7 Providing services in cvnluuting an c×tcnsivc number of claims submitted by th~ Contractor or otbcrs in connectinn with th~ Work. 3.3.8 Providing services in connection with a public hearing, arbitration proceeding or legal proceeding except where the Architect is party thereto. All requested Council nresentations will be considered Basic Services. 3.3.0 Preparing documents for alternate, separate or sequential bids or providing services in connection with Electronic Document Service Bl41-1987 S bidding, negotiation or construction prior to the completion of the Construction Documents Phase. 3.4 OPTIONAL ADDITIONAL SERVICES 3.4.1 Providing snalyscs of the Owncr's nceds and programming the requirements of thc l~oject. INSERT B See 12.1.3 3.4.2 Providing financial feasibility or other special studies. 3.4.3 Providing planning surveys, sitc cvaluations or comparative studies of prospective sites. INSERT C See 12,2.2 3.4,4 Providing special surveys, environmental studies and submissions required for approvals of governmental authorities or others having jurisdiction over the Project. 3.4,5 Provtding services relative to future facilities, systems and equipment. 3.4,6 Providing services to investigate existing conditions or facilities or to make measured drawings thereof. 3.4.7 Providing services to verify the accuracy of drawings or other information furnished by the Owner. 3.4.8 Providing coordination of construction performed by separate contractors or by the Owners own forces and coordination of services required in connection with construction performed and equipment supplied by the Owner. 3.4.9 Providing services in connection with the work of a construction manager or separate consultants retained by the Owner, 3.4.10 Providing detailed cstimatcs of Construction INSERT O See 12.1.2 3.4.11 Providing detailed quantity surveys or inventories or' material, equipment and labor. 3.4.12 Providing analyses of owning and operating 3.4.13 Providing interior design and other similar services required for or in connection with the selection, precurcmcnt or installation of ful ,,iturc, fu,,,iahings and ~lated equipment. 3.4.14 Providing services for planning tenant or,rental 3.4.15 Making investigations, inventories of materials or equipment, or valuations and detailed appraisals of existing facilities. 3.4.16 Preparing a set of reproducible record drawings showing significant changes in the Work madc during construction based on marked-up prints, drawings and other data furnished by the Contractor to the Architect 3.4.17 Providing assistance in the utilization equipment or systems such as testing, adjusting and balancing, preparation of operation and maintenance manuals, training personnel for operation and .maintenance, and consultation during operation. , 3.4.18 Providing services after issuance to the Owner of the final Certificate for Payment, or in the absence of a final Certificate for Payment, more than 60 days after the date of Substantial Completion of the Work. 3.4.19 Providing services of consultants for other than architectural, structural, mechanical and electrical engineering portions of the Project provided as a part of Basic Services. INSERT E See 12.1.1 3.4.20 Prov!ding any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural practice. ARTICLE 4 OWNER'8 RESPONSIBILITIES 4.1 The Owner shall provide full information regarding requirements for the Project, including a program which shall set forth the Owner's objectives, schedule, constraints and criteria, including space requirements and relationships, flexibility, expandability, special equipment, systems and site requirements. 4.2 The Owner shall establish and update an overall budget for the Project, including the Construction Cost. the Owner's other costs and reasonable contingencies related to all of these costs. 4.3 If requested by the Architect, the Owner shall furnish evidence that financial arrangements have been made to fulfill the Owner's obligations under this Agreement. 4.4 The Owner shall designate a representative authorized to act on the Owner's behalf with respect to the Project. The Owner or such authorized representative shall render decisions in a timely manner pertaining to documnnts submitted by the Architect in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. 4.5 The Owner shall fu,,,ish suPvcys describing physical characteristics, lagsl limitations and utility locations for the site of the Ptojcct. and a written lepl dcb:tiption of the site. The survvys end legal in~,,~4tion shall include, as appliesbin, grades and lines of attests, &llcys, pavements and adjoining prnp~rty and structures; Electronic Document Service BI41-1987 6 adjacent drainagc; rights of way, restrictions, casements, c. nc. roaehmcnts, zoning, dccd rcstrietians, and contours of the sitc; locations, dimensinns and ncccssary dntn pertaining to existing buildings, improvements and trccs; and information concerning available utility scrviccs and lines, both public and private, abovc and below grndc, including inverts and depths. All the information on the survey shall be referenced to n prnject bcnehmnrk. INSERT F See 1:2.2.1. ,4.5 The Owner shall furnish the services of geetechnical engineers when such services ate requested by the Architect. Such services may include but are not limited to test borgrigs, test pits, determinations of soil bearing values, parcelargon tests, evaluations of hazardous materials, ground corrosion and resistivity tests, including necessary operations for anticipating subsoil conditions, with reports and appropriate professional recommendations. 4.g.1 The Owner shall furnish the services of other consultants when such services are reasonably required by the scope of the Project and are requested by the Architect. 4.7 The Owner shall furnish structurnl, mechanical, chcmical, air and water pollution tests, testa for haEardous materials, and other laboratory nnd environmental tests, inspections and rcs.~crts required by law or the CanThese items shall be l>rovided by contractor and copies orovided to EDC. 4.8 The Owner shall furnish all legal, accounting and insurance counseling services as may be necessary at any time for the Project, including auditing services the Owner may require to verify the Contractor's Applications for Payment or to ascertain how or t~r what purposes the Contractor has used the money paid by or on behalf of the Owner. 4.9 The services, information, surveys and reports required by Paragraphs 4.5 through 4.8 shall be furnished at the Owner's expense, and the Architect shall be ~ntitled to rely upon the accuracy and completeness thereof. 4.10 Prompt written notice shall be given by the Owner to the Architect if the Owner becomes aware of any t'ault or dot'oct in the Project or nonconformance with the Contract Documents. 4.11 The proposed language of certificates or certifications requested of the Architect or Architect's consultants shall be submitted to the Architect for review and approval at least 14 days prior to execution. The Owner shall not request certifications that would require knowledge or services beyond the scope of this Agreement. ARTICLE 5 CONSTRUCTION COST 5.t DEFINITION 5.1.1 The Construction Cost shall be the total cost or estimated cost to the Owner of all elements of the Project designed or specified by the Architect. 5.4s.2 The Construction Cost shall include the cost at current market rates of labor and materials furnished by the Owner and equipment designed, specified, selected or specially provided for by the Architect, plus a reasonable allowance for the Contractor*s overhead and profit. [n addition, a reasonable allowance for contingencies shall be included for market conditions at the time of bidding and for changes in the Work during construction. 5.1.3 Construction Cost does not include the compensation of the Architect and Architect*s consultants, the costs of the land, rights-of-way, financing or other costs which are the responsibility of the Owner as provided in Article 4. 5.2 RESPONSIBILITY FOR CONSTRUCTION COST 5.2.1-Evaluations of the Ownnr's Project budget, preliminary estimates of Construction Cost and detailed estimates of Construction Cost, if any, prepared by the Architect, represent the Arnhiteet's best judgment as a design professional familiar with the construction industry. It is recognized, however, that neither the Architect nor the Owner has control over the cost of labor, materials or equipment, over the Contractor's methods of determining bid prices, or over competitive bidding, market or negotiating conditions. Accordingly, the Architect cannot and does not warrant of represent that bids or negotiated prices will not vary from the Owner's Project budget or from any estimate of Construction Cost or evaluation prepared or agreed to by the Architect. 5.2.2 No t'ixed limit of Construction Cost shall be established as a condition of this Agreement by the Eurnishing, proposal or establishment of a Project budget, unless such fixed limit has been agreed upon in writing and signed by the parties hereto. If such a fixed limit has been established, the Architect shall be permitted to include contingencies for design, bidding and price escalation, to determine what materials, equipment. component systems and types of construction are to be included in the Contract Documents, to mice reasonable adjustments in the scope of the Project and to include in the Contract Documents alternate bids to adjust the Construction Cost to the fixed limit. Fixed limits, if any, shall be increased in the amount of an increase in the Electronic Document Solace BI41-1987 7 Contract Sum occurring after execution of the Contract for Construction. 8.2.3 If the Bidding or Negotiation Phase has not commenced within 90 days after the Architect submits the Construction Documents to the Owner, any Project budget or fixed limit of Construction Cost shall be adjustcd to reflect changes in the general level of prices in the construction industry between the date of submission of the Construction Documents to the Owner and the date on which proposals arc sought. 5.2.4 If a fixed limit of Construction Cost (adjusted as provided in Subparagraph 5.2.3) is excccdcd by the lowest bona fide bid or ncgotiated proposal, the Owner shall: .1 give written approval of an increase in such fixcd limit; .2 authorize rabiddinS or renegotiating of the Project within a reasonable time; .3 if the Project is abandoned, terminate in accordance with Paragraph 8.3; or .4 cooperate in revising the Project scope and quality as required to reduce the Construction Cost. 6.2.5 If the Owner chooses to proceed under Clause 5.2.4.4, the Architect, without additional charge, shall modify the Contract Documents as necessary to comply with the fixed limit, if established as a condition of this Agreement. The modification of Contract Documents shall be the limit of the Architect's responsibility arising out of the establishment of a fixed limit. The Architect shall be entitled to compensation in eccordancc with this Agreement for all services performed whether or not the Construction Phase is commenced. ARTICLE 6 USE OF ARCHITECT'S DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS 6.1 The Drawings, Specifications and other documents prepared by the Architect for this Project are instruments of the Architect's service for use solely with respect to this Project and, unless otherwise provided, the Architect shall be deemed the author of these documents and shall retain all common law, statuto~ and other reserved rights, including the copyright. The Owner shall be permitted to retain copies, including reproducible copies, of the Architect's Drawings, Specifications and other documents for information and reference in connection with the Owncr*s use and occupancy of the Project. The Architcct's Drawings, Specifications or other documents shall not be used by the Owner or others on other projects, for additions to this Project or for completion of this Project by others, unless the Architect is adjudgcd to be in default under this Agreement, except by agreement in writing and with appropriate compensation to the Architect. 6.2 Submission or distribution of documents to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of the Architect's reserved rights. ARTICLE 7 ARBITRATION 7.1 Claims, disputes or other matters in queztinn between the parties to this Agrccmevtt arising out of or relating to this Agrcrmcnt or breach thereof shall be subject te and decided by r, bitration in accordance with the Conatruetion Industry Arbitration Rules of the American Arbitration Aasocistion currently in effect unless the panics mutually as, ca otherwig, 7.2 Demand for ubiUation shall be filed in writing with the othcr pasty to this A/~cm;.t and with the Arbitration Association. A dcatand for arbitration shall hc made within a reasonsbin time after the claim. dispute or other matter in question he sriscn. In no event shall thc demand for r..hitratina be mldc aRcf thc date when institution of legal or equitable prncccdings bascd on such claim. dispute or other matter in question would hc barred by the applieshie statutes of 7.3 N'o arbitration arising out uf or rclating to this A&rccmcnt shall include. by onaselihtinn. jeindcr or in any ether manner. an additional pemn or cntity not a party to this Agreement. cKcnpt by wrincn consent containing a ov~ciEc re(re%nee to this Air,.',cmcut signed by the Owner, Architect, and any ntlKr person or entity sought to be joined. Consent to r. rbit~..tion involving an additional poxson or entity shall not cmmtitutc coast.st to- arbitration of any claim, dispute or other mattcr in question ant described ia the wy;tten eoaKnt or w~ a person or entity not nnmcd nr dcaeribcd therein. The foregoing agr~..A~nt to arbitrate sad e, th~,i agreements to arbitrate with an additional person as entity duly conscntcd to by the parties to this Agrccmc.t shall bc specifically enforceable in accordance with applicable law in any ~ourt having jurisdiction thereof. 7.4 The sword rendered by the arbitrator or arbitrators shall be final, and judgment may be antc~'a upon it in accordance with appliceble law in any court having jurisdiction thcrcnf. Electronic Document Service BI41-1987 8 ARTICLE 8 TERMINATION, SUSPENSION OR ABANDONMENT 8.1 This Agreement may be terminated by either party upon not less than seven days' written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. 8.2 If the Project is suspended by the Owner for more than 30 consecutive days, the Architect shall be compensated for services performed prior to notice of such suspension. When the Project is resumed, the Architect's compensation shall be equitably adjusted to provide for expenses incurred in the interruption and resumption of the Architect's services. 8.3 This Agreement may be terminated by the Owner upon not less than seven days' written notice to the Architect in the event that the Project is permanently abandoned. If the Project is abandoned by the Owner for more than 90 consecutive days, the Architect may terminate this Agreement by giving written notice. 8.4 Failure of the Owner to make payments to the Architect in accordance with this Agreement shall be considered substantial nonperformance and cause for termination. 8.S If the Owner fails to make payment when due the Architect for services and expenses, the Architect may,. upon seven days' written notice to the Owner, suspend performance of services under this Agreement. Unless payment in full is received by the Architect within seven days of the date of the notice, the suspension shall take effect without further notice. In the event of a suspension of services, the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. 8.6 In the event of termination not the fault of the Architect, the Architect shall be compensated for services performed prior to termination, together with Reimbursable Expenses then due and all Termination Expenses as defined in Paragraph 8.7. 8.7 Termination Expenses are in addition to compensation for Basic and Additionnl Services, and xnclude expenses which are directly attributable to termination. Termination Expenses shall be computed as a percentage of the total compensation for Basic Services and Additional Services earned to the time of termination, as t~llows: .1 Twenty p~rccnt of thc total compensation f~r Basic and Additional Ecruices ce,,,cd to date if termination occurs before or during the prodesign, site analysis, or Schematic Design .2 Tc~, p;f=~-~t of the total compen;at-"cr, Gasi~ aBd Additioaal Se~i~a cerncd to dais termination occurs durin~ Development ~a~c; er .3 Five percent oF the total compensation Dssic and Additional Seniors corded to date if termination oc~urs during sn~ mubscqucnt -~--- 5% o~to~l compen~tion to date. ARTICLE 9 ' MISCELLANEOUS PROVISIONS 9.1 Unless otherwise provided, this Agreement shall be governed by ~o law of the principal place of business of the Architect. 9.2 Terms in this Agreement shall have the same meaning as those in AIA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement. 9.3 Causes of action between the parties to this Agreement pertaining to acts or failures to act shall ha deemed to have accrued and the applicable statutes of limitations shall commence to run not later than either the date of Substantial Completion for acts or failures to act occurring prior to Substantial Completion, or the date of issuance of the final Certificate for Payment for acts or failures to act occurring after Substantial Completion. 9.4 The Owner and Architect waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages, but only to the extent covered by property insurance during construction, except ~uch rights as they may have to the proceeds of such insurance as set forth in the edition of AIA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement. The Owner and Architect each shall require similar waivers from their contractors, consultants and agents. 9.5 The Owner and Architect, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither Owncr nor Architect shall assign this Agreement without the written consent of the other. 9,6 This Agreement represents the entire and integrated agreement between the Owner and Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Architect. Electronic Document Service BI41-1987 9 II I 9.7 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Architect. 9.8 Unless otherwise provided in this Agreement, the Architect and Architect's consultants shall have no responsibility for the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials in any form at the Project site, including but not limited to asbestos, asbestos products, polychlorinated biphenyl (PCB) or other toxic substances. 9.g The Architect shall have the right to include representations of the design of the Project, including photographs of the exterior and interior, among the Architect's promotional and professional materials. The Architect's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Architect on the construction sign and in the promotional materials for the Project. ARTICLE 10 PAYMENTS TO THE ARCHITECT 10.1 DIRECT PERSONNEL EXPENSE 10.1.1 Direct Personnel Expense is defined as the direct salaries of the Architect's personnel engaged on the Project and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions end similar contributions and benefits. 10.2 REIMBURSABLE EXPENSES 10.2.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Architect and Architect's employees and consultants in the interest of the Project, as identified in the following Clauses. 10.2.1.1 Expense of transportation in connection with _expenses in connection with authorized out-of-town travel; long-distance communications; and fees paid for securing approval at' authorities having jurisdiction over the Project. 10.2.1,2 Expense of reproductions, postage and handling of Dra~vings, Specifications and other documents. 10.2.1.3 If authorized in advance by the Owner, expense of overtime work requiring higher than regular rates. 10,2.1.4 Expense of renderings, models and mock-ups requested by the Owner. t0.2,1.5 Expense of additional insurance coverage or limits, including professional liability insurance, requested by the Owner in excess of that normally carried by the Architect and Architect's consultants. 10.~.1,6 Expense of computer aided design end drafting equipment time when used in connection with the 10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES 10.3. t An initial payment u set forth in I~ragraph 11.1 is the minimum pa)Y, tcnt un,~r ~is Agreestent. 10.3.2 Subsequent payments for Basic Services shall be made monthly and, where applicable, shall be in proportion to services performed within each phase of service, on the basis set forth in Subparagraph 11.2.2. 10.3.3 [f and to the extent that the time initially established in Subparagraph I 1.5.1 of this Agreement is exceeded or extended through no fault of the Architect, compensation for any services rendered during the additional period of time shall be computed in the manner set forth in Subparagraph l 1.3.2. t0,3.4 When compensation is based on a percentage of Construction Cost and any portions of the Project are deleted or otherwise not constructed, compensation for those portions of the Project shall be payable to the extent services are performed on those portions. in accordance with the schedule sat l~orth in Subparagraph I 1.2.2, based on (I) the lowest bona fide bid or negotiated proposal, or (2) if no such bid or proposal is received, the most recent preliminary estimate of Construction Cost or detailed estimate of Construction Cost for such portions of the Project. 10.4 PAYMENTS ON ACCOUNT OF ADOITIONAL SERVICES 10.4.1 Payments on account of the Architect's Additional Services and for Reimbursable Expenses shall be made monthly upon presentation of the Architect's statement of services rendered of expenses incurred. 10.5 PAYMENTS WITHHELD 10.5.1 No deductions shall be made from the Architect's compensation on account of penalty, liquidated damages or other sums withheld from payments to contractors. or on account of the cost of changes in the Work other then Electronic Document Service BI41-1987 10 II I th{}sc for which the Architect has been found to be liable. 10.6 ARCHITECT'S ACCOUNTING RECORDS 10.6.1 Records of Reimbursable Expenses and expenses pertaining to Additional Services and scrvicas performed on the basis of a multiple of Direct Personnel E×pense shall be available to the Owner or the Owner's authorized representative at mutually convenient times. ARTICLE l1 BASIS OF COMPENSATION The Owner shall compensate the Architect as follows: 11.1 AN INITIAL PAYMENT of Dc, IIz,,-; ($ ) shall bc mete upon execution of this Agreement and credited t~ the Owncr's account at final payment. 11.2 SASIC COMPENSATION 11.2.1 FOR BASIC SERVICES, as described in Article 2, and any other services included in Article 12 as part of Basic Services, Basic Compensation shall be computed as follows: finsere bases of compensation. including, stipulated sums. multiples or percentairs. and Identify phase# to which particular methods of component#on apply. i/'necetsary.) Fixed fee of Five Hundred Twentv-three Thousand Five Hundred Dollars (S523.6001 11.2.2 Where compensation is based on a stipulated sum or percentage of Construction Cost, progess payments for Basic Services in each phase shall total the following percentages of the total Basic Compensation payable: lintere additional phases c~ appropriats.) Schematic Design Phase: Fifteen Design Development Phase: Twe~Ity Construction Documents Phase: Fgrty Bidding or Negotiation Phase: Five Construction Phase: Twenty percent (15%1 percent (20 percent (40%) percent percent (20%1 Total Basic Compensation one hundred percent(100%) 11.3 COMPENSATION FOR ADDITIONAL SERVICES 11.3.1 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES, as described in Paragraph 32, compensation shall be computed as follows: See 11.3.2 11.3.2 FOR ADDITIONAL SERVICES OF THE ARCHITECT, as described in Articles 3 and 12, other than Additional Project Representation, as described in Paragraph 3.2, and (2) services included in Article 12 as part of Basic Services, but excluding services of consultants, contpansation shall be computed as follows: (Insert basis of compensation. including rates and/or multiple, of Diesct Petwonnsl Rxpe~fe for Pr~n~ipah and employees. and identify Principals and clasl~y employees. tf requlnd. Identify specjfic $sPtSce$ to whlah particular roetirade o[compeuatlon apply, ~necessary.) Hourly - Reference Rate Chart Exhibit A 11,3.3 FOR ADDITIONAL SERVICES OF CONSULTANTS, including edditioaal structural, zanchanicnl nnd electrical engineering services and those provided under Subparagraph 3.4. I 9 or identified in Article 12 as part of Additional Services, a multiple of one and one tenth (.~ times the mounts billed to the Arohite~t for an~h services. Electronic Document Service BI41-1987 I I ridentity $pect/~c type: of consultant: #n Article 12. if required.) 11.4 REIMBURSABLE EXPENSES 11.4.1 FOR REIMBURSABLE EXPENSES, as described in Paragraph t0,'), and any other items included in Article 12 as Reimbursable Expenses, a multiple of one and one tenth (1.10) times the expenses incurred by the ArchiteCt, the Architect's employees and consultants in the interest of the Project. 11,5 ADDITIONAL PROVISIONS 11.5,1 IF THE BASIC SERVICES covered by this Agreement have not been completed within thirtv-six (36__=) months of the date hereof, through no fault of the Architect, extension of the Architect's services beyond that time shall be compensated as provided in Subparagraphs 10.3.3 and 11.3.2. 11,5,2 Payments are due and payable thi~'ty (30_.Q=) days from the date of the Architect's invoice. Amounts unpaid forty- five (45___) days after the invoice date shall beer interest at the rate catered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Architect, (Insert rate of interest agreed upon.) (~rsur~ laws and requirement: under the Federal Truth in Ltndln$ Act. :trotlot state and local container credit ~ and other rt~latton~ at the Owntr'~ and A~hittct*~ principal pla~st of butmstl. the l~ation of tht ProJect and thtwMn maF ~t t~ validity of this $pt~tftc legal adwct should bt obtaintd with respect to deletions or toodiCtations. and aho r,gardguR nq~irtmtnu such ~ written .5.3 The rates and multiples set fo~h for Additional Se~ices shall ~ a~ually adjusted in accordance with actual sala~ ~view practices of ~e ~chitect. ARTICLE t2 OTHER CONDITIONS OR SERVICES (Insert descrtpttonz o/other gary(ca#. (dentif)/ Additional 8err#eel included within Basic Compensation and moil/IonS#one to ihe~pay/ment and 12.1 ADDITIONAL SERVICES THAT ARE INCLUDED IN BASIC SERVICES 12.1.1 VOID 12.1.2 Professional cost estimatinn shall be nrovided as cart of'the Basic Services. Detailed cost estimates shall be orovided at schematic, desiRn development. and 50% construction document chases of the arc(act, 12.1.3 Architect shall develop detailed proRram of spaces as Dart of the Basic Services Fee. 12.1.4 VOID 12. I. 5 See attached Exhibit B for descriotion of EnterDrieD Plan to be crovidcd as cart of Basic Services. 12.1.6 Architect and consultant shall arcvide assistance with the dcvelocment end enDlication of grant to Texas Parks and Wildlife Department. Soeci~callv, we will develop the followinl sections of the irant: Application form Part I Application form Part II ADNieant's Certification & Program Assurances TXDOT aeneral location mad Prouram narrative Environmental asseesment Electronic Document Service B!41-1987 12 II i I Aerial photo (SCS Aerials) Environmental checklist Site nhotos Tabular summary Concoot nlan Park base mad The City of CoDDell will be resnonsible for the followjaR elements of the urant: Cover letter i ResolutiOn Street mans Annraisal information (letter of value') Proof of drillinR restriction Boundarv/ownershin mad (city-owned nronertV') Park inventory This scone of services does not include modification of existini Park Master plan. 12.2 ADDITIONAL SERVICES TO BE PROVIDED ONCE SCOPE IS DETERMINED INCLUDE: 12.2.1 Masterplannin~ Services Architect will as Dart of the Mastervlanning Scone areDare: A. Preliminary floor alan and site alan indicatin~ how the buildina can be exnandnd to meet future recreation needs. B. Will coordinate with a civil engineer to have arenared boundary survey. tono~ravhic survey. utility survey. site alan submittal. and all utility work. He shall also areDare documents required for nlsttinn of Dronertv. C. Landscane alan or nlans that will indicate landscane treatment of the initial construction and future additions. Scone shall include but not be limited to irriaation desire. nlant material selection. and harder, aDo desinn. This work is of undetarmined scot>e at the time of contract. Once the scone of work is clear a fixed fee will be established for this work. 12.2.2 ProvidinR site evaluation or comparative studies of versnective sites shall be nrovided on an hourly basis with a not to exceed fee amount established once scone is clearly defined. Evaluation of existina fire station for use as a recreation center shall be Dan of this service. 12.3 FIXED LIMIT OF CONSTRUCTION COST 2.3. l Should budRot for vroiect be increased from the $6.000.000 construction budact the fee shall be adiusted bv 6% of the adiusted amount. Electrunic Document Service BI41-1987 t3 This Agreement entered into as of the day and year first written above. OWNER ARCHITECT COPPELL ECONOMIC DEVELOPMENT ~)EY~ECTS INC CORPORATION , ~' ' ' President Dwavne M. Brinklev. AIA (S~gnat~) Princinal {Pr~nttd namt and lair) ~.VBN~. W.. WA~m.N'rO.. n,c.:l~,~: WAJU.HQ: m,.....d d,...q.yk,.,4... u.t .rJdp I.e .d k ,,ki.. raked ~ 'n,k d,,,,,,.. m ~ Electronic Document Service BI41-1987 14 EXHIBIT A BILLING RATES 1996 TITLE RATE/hr. Senior Principal ~ $165.00 Principal 125.00 Sr. Associate 80.00 Associate 75.00 Project Manager 70.00 Sr. Project Designer 70.00 Project Architect/Designer 65.00 Staff Architect 50.00 Architectural Designer 40.00 Office Manager 50.00 Clerical 35.00 IIi I EXHIBIT B Entt~Fpeise Plan Need Analysis Meet with the steering committee? plus an~ dcsignnted Community groups involved in the project to analyze needs and determine objectives. The Consultant will make a slide presentation to illustrate features of other natatoria and pools to be considered for this project. A questionnaire may be distributed by the Cit7 before or following Itsis meeting to obtain input from individuals and institutions. The Consultant will use the results of the survey in determining needs. Prepare and submit an outline of a Design Program for the propc~ aquatic and recreation center. Based on the first meeting and committcc's rcvicw of the outline program, develop a Design Program Analysis (DPA) with reconuncndations on the size and sha~ of thc pool(s) and recreation center as well as architectural and engineering features of the building and support spaces. T'nc DPA will address lt~ following items: 2. 3. 4. 5. 6. 7. 8. 9. I0. 11. 12. 13. Peal (or pools) tiesign: sizc, depth, configuration, water f~mres, etc. Configuration of Recreation Center User populations and programs to be supporTed Lighting Pool markings Traffic Patterns Deck Equipment Underwater features Mechanical f,~h,reS, filter system options, water treatment and automatic water treannent oonffol Spectator facilities Dressing room features and user spaces Support spaces and features Architectoral materials and finishes (Outline Specification for building and pool(s) Dt Provide reconuncnd~ions on the general mechanical system for environmental control, including dehumidi~cation, lighting and other buildin_a systems required by the building to support general an specialized activities in different wet and dry areas. Prepare and submit a preliminapy opinion of probable construction cost of proposed progranunable spaces. Adjust the program and spaces as requited to meet the proposal budget if one exists, or to reflect decisions made by the C~. 2 Prepare a revised Design Program Analysis to reflect changes and adjustments dearmined by conscnsus at meeting. Submit revised and final Design Program Analysis to Owner. A public heating may be hcld dufin8 rite day of the second site visit if the Owner so desires. Conccptual Plan Based on the agreed upon program, the Consultant will prepan: a conceptual plan of the pool or pools, with at least one cross sectlog of the pool(s). The Consultant will provide a conceptual plan of the building. The purpose of the plan will be to illustrate one way to orgaaise the spaces in a ~unctional arrangement and to confirm that the building footprint will contain the areas proposed in the Design Program. C. The Consultant will meet with the ~rn~m to discuss the conceptual plan, D. Following the meeting, the Consultant will make revisions to the plan, ifnec~_~ry. Cost Analysis The Consultant will propaxe an Opinion of Probable Construction Cost for the pool(s) and building. Recent Project bid figures of ~ntiro projects will be used as wall as national estimating guides and local cost adjustment factors. The "hard construction cost" figures will be supplemented by a Total Development Cost, which will include such "soft" cost as professional fees, survey, geoteclmicai report, document reproduction, advertisement for bids and all anticipated expenses related to the project, so that the Cit~ will know that hero aro no "hidden" cost beforo making an informed decision about the project. The Consultant will proparo an Enterprise Plan developing an opinion ofoperatio~ of the proposed project. This following will be r,~arohed and analyzed: 1. Area Aquatic Proriders Market Area Demographics · Population, Age, Income , Area Aquatic User Groups · Historic Usage and Project l~wel of Growth Facility Management Oudine · Facility Operating Schedule · Facility Capacity Limits · Organization Chart · Job Descriptions · Wage Strueturc · Marketing Program Opinion of Probable Revenue · Market Penetration · Seasonal Usage · Develop Fee Structure · Opinion of Attendance By User Group · Opinion of Revenue Opinion of Probable Expenses i · Labor Demand · Chemical Demand · Operating Supplies · Utility Demand Opinion of Facility Financial Performance The Consultant will make a final presentation to the project committee outlining the methods and results of the study. II :1 PROOUCiER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATI~ ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER- THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW COMPANIES AFFORDING COVERAG,__E , C:.)V~ilAG/,-S ,, ..!,'..,.,.,,.:~..' .,.':.!,,,,,~.: . ~.,,"~l~k;:~., .:. ,. .... INDICATED NOIY/ITHSTANDING ~ REQUIREMENT TERM O~ CONOITION OF ANY CONTRACT O~ OTHER 0OCUMENT WIIH RESPECT TO WHICH THIS CERTIFICATE MAy BE ISSUED 0R MAY PERTAIN, THE INSURANCE AFFORDED BY THE ~ ~ HERBN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS ANO CONDITIONS OF SUCH POIJCIES. LIMITS SlIDWIN MAY NAVE SEEN REDUCED BY PAIO CLAIMS. BOOTY INJUIW OZ/OZ/S~ II I