4-Exhibit C - Architectural Services Agreement.pdf

EXHIBIT C

Architectural

Services Agreement

AGREEMENT FOR ARCHITECTURAL SERVICES

BETWEEN OWNER AND ARCHITECT

This AGREEMENT FOR ARCHITECTURAL SERVICES BETWEEN OWNER

AND ARCHITECT (the “Agreement”) is made and entered into by DENTON COUNTY, a body corporate and politic under the laws of the State of Texas, (the “Owner”) and

______________________ (the “Architect”). This Agreement is executed under seal and shall be effective on the date executed by the last party to this Agreement as set for below.

The architectural services required by this Agreement are to be rendered for a construction project identified as the Design Services for Fire Station and Fire Administration Building (the

“Project”).

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements stated herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Owner and the Architect agree:

ARTICLE 1.

REPRESENTATIONS AND WARRANTIES

By executing this Agreement, the Architect makes the following express representations and warranties to the Owner:

1. The Architect is professionally qualified to act as the architect for the Project and is licensed to practice architecture by all public entities having jurisdiction over the Architect and the Project and will carry out the responsibilities and obligations identified in this Agreement:

(a) with the professional skill and care ordinarily provided by competent architects practicing in the same or similar locality and under the same or similar circumstances and professional license; and

(b) as expeditiously as is prudent considering the ordinary professional skill and care of a competent architect; and

(c) in accordance with all applicable laws, codes and regulations.

2. The Architect shall maintain all necessary licenses, permits or other authorizations necessary to act as architect for the Project until the Architect’s duties hereunder have been fully satisfied;

3. The Architect has become familiar with the Project site and the local conditions under which the Project is to be designed, constructed, and operated;

4. The Architect shall prepare all documents and things required by this Agreement in accordance with the standard of care including, but not limited to, all Agreement plans and specifications, in such a manner that they shall be accurate, coordinated and adequate for construction and shall be in conformity and comply with all applicable law, codes and regulations;

5. The Architect assumes full responsibility to the Owner for the improper acts and omissions of its consultants or others employed or retained by the Architect in connection with the Project;

6. The Architect further understands that the Denton County Construction Manager is deemed to act as Project Manager at all times unless the Owner appoints a designated Project Manager by specific Court action. The Architect shall communicate and coordinate with the Project Manager.

In the event the Owner appoints a designated Project Manager, the Architect shall communicate and coordinate with the designated Project Manager and the Denton County Construction Manager.

7. The Architect shall perform the Scope of Work defined in this Agreement and as described in Architect’s Qualification Statement dated ________________ (“Statement”), and all RFSQ

Specifications and any Addendums and/or Amendments thereto, all of which are incorporated herein for all intents and purposes as if they were specifically set forth herein.

ARTICLE 2.

PRELIMINARY CONSULTATION, EXAMINATION AND REPORT

Prior to the preparation of the Schematic Design as required by Article 3 below, the Architect shall first consult in detail with the Owner, and shall carefully examine any information provided by the Owner concerning the Owner’s purposes, concepts, desires and requirements (the “Owner’s

Criteria”), including but not limited to, any design, construction, scheduling, budgetary or operational Project needs, restrictions or requirements. The Architect understands that such consultation shall include group or individual meetings with potential occupants, elected officials and department heads at the Owner’s discretion. Following such examination, the Architect shall prepare and submit to the Owner a written report, hereinafter referred to as the Design Services for

Fire Station and Fire Administration Building (Project), detailing the Architect’s understanding of the

Owner’s Criteria and identifying any design, construction, scheduling, budgetary, operational, or other problems or recommendations which may result from the Owner’s Criteria. The written report of the Architect shall also include proposed solutions, if appropriate, addressing each of such identified problems.

ARTICLE 3.

SCHEMATIC DESIGN

After reviewing with the Owner the written report required by Article 2 above, agreeing upon any proposed solutions to identified problems resulting from the Owner’s Criteria, and in no event later than ____ days after approval of the report as submitted in Article 2 above, the Architect shall submit to the Owner proposed schematic diagrams detailing a maximum of three (3) alternative approaches to design and construction of the Project, including preliminary budget estimates, sketches, and/or illustrations for the proposed alternatives.

ARTICLE 4.

PRELIMINARY DESIGN AND PRICE ESTIMATE

1. After reviewing with the Owner the written report required by Article 2 above, the various schematic designs required by Article 3 above, and agreeing upon any proposed solutions to identified problems resulting from the Owner’s Criteria and the selection of a schematic design, and in no event later than ____ days after the approval of schematic design, unless otherwise approved in writing by the Owner’s Project Manager, the Architect shall draft and submit to the Owner a Preliminary Design for the Project. The Preliminary Design shall be consistent with the Owner’s

Criteria, as, and if, modified, and shall include the following:

(a) Preliminary plans which depict as appropriate each of the basic aspects of the Project including, but not necessarily limited to, the size, location and dimensions of each structure;

(b) Preliminary plans which depict each exterior view of each structure;

(c) A floor plan for each room within the Project and the dimensions thereof;

(d) Written preliminary specifications, together with preliminary plans, if and as necessary or useful to the Owner, of the architectural, electrical, mechanical, structural and, if relevant, other systems to be incorporated in the Project;

(e) A written description of the equipment and materials to be specified for the Project and the location of same, and

(f) Any other documents or things necessary or appropriate to describe and depict the Preliminary Design and the conformity of same with the Owner’s Criteria (as, and if, modified as set forth above) for the Project;

2. The Architect, if required, shall modify the Preliminary Design a maximum of two (2) times at no additional cost to the Owner provided the Owner does not substantially modify the Owner’s

Criteria. Additional changes will be considered additional services.

3. The Architect, if requested, shall participate in discussions of the Preliminary Design with potential occupants, elected officials and department heads.

Upon completion of the Preliminary Design, the Architect shall submit to the Owner, in writing, its estimate of the Architect’s anticipated price for constructing the Project in accordance with the Preliminary Design.

ARTICLE 5.

DESIGN FOR CONSTRUCTION

1. Upon written direction from the Owner, after reviewing with the Owner the Preliminary

Design required by Article 4 above, and after incorporating any changes or alterations authorized or directed by the Owner with respect to the Preliminary Design or with respect to the Owner’s

Criteria, as, and if, modified, and in no event later than ____ days after the approval of preliminary design, the Architect shall draft and submit to the Owner the Design for Construction. The Design for Construction shall include, but shall not necessarily be limited to, plans and specifications which describe with specificity all systems, elements, details, components, materials, equipment and other information necessary for construction in accordance with the standard of care. In accordance with the standard of care described in Article 1 of this Agreement, the Design for construction shall be accurate, coordinated and in all respects adequate for construction “as is.” While the utility of communications between design professionals and construction contractors for the purpose of clarifying design intent is recognized, the project should be capable of construction without the necessity of formal revisions or modifications to provide missing design information after construction contract is awarded. The Design for Construction shall be in conformity and comply with all applicable law, codes and regulations. The Architect shall attend any required plan reviews with local officials and shall inform the Owner in sufficient time for the Owner to attend. Products, equipment and materials specified for use shall be readily available unless written authorization to the contrary is given by the Owner. In preparing the Design for Construction, the Architect shall, subject to County’s approval, retain an experienced, qualified geotechnical consultant to evaluate all geotechnical considerations relating to the design and construction of the Project. The Architect shall be responsible for designing the Project in accordance with the analyses and recommendations of its geotechnical consultant. The County will provide the Architect with a survey that provides spot elevations, topographic contours and identifies all existing utility locations on the property that is to be developed. The survey fee is to be paid directly by the County to the Surveyor and is not part of (the Architect) base fee or reimbursable fees.

2. The Architect, on behalf of the Owner, shall submit for review any and all documentation necessary for the approval of the Project as required by local, state or federal laws or regulations.

3. The Architect shall incorporate any and all bidding information, bidding forms, and contracts as may be required by the Owner with the project Specifications and drawings to form a complete set of bidding documents.

ARTICLE 6.

BIDDING/NEGOTIATION

1. The Architect shall provide six (6) sets of the complete bidding documents and a full set of plans on computer disk/CD/DVD in ___________ or _____________ (computer format) to the

Owner. The Architect shall provide one set each of complete bidding documents to a maximum of five (5) plan shops as designated by the Owner.

2. Prior to bid opening, the Architect shall:

(a) provide Owner a copy of any and all written approvals of product substitutions,

(b) attend any and all pre-bid meetings; and

(c) provide to the Owner any necessary addenda or clarifications as necessary to ensure the Design for Construction is accurate, coordinated and in all respects adequate for construction.

3. After bid opening, the Architect shall assist the Denton County Purchasing Department in assessing the qualifications of the apparent low bidder or best value proposer to determine if said bidder is qualified to construct the project.

ARTICLE 7.

FINAL PRICE ESTIMATES

Contemporaneously with the submission of each required submission, the Architect shall submit to the Owner in writing its estimate of the contractor’s anticipated price for constructing the

Project. Once submitted, the price estimates shall not be increased or decreased by the Architect unless the Design is changed upon authorization by the Owner. In such event the final anticipated price estimate shall be adjusted by the Architect to reflect any increase or decrease in anticipated price resulting from the change in the Design. It is recognized, however, that neither the Architect nor the Owner has control over the cost of labor, materials or equipment; the Contractor's methods of determining bid prices; or competitive bidding, market or negotiating conditions. Accordingly, the Architect cannot and does not warrant or represent that bids or negotiated prices will not vary from the Owner's budget for the Cost of the Work or from any estimate of the Cost of the Work or evaluation prepared or agreed to by the Architect.

ARTICLE 8.

EXCEEDING AN ESTABLISHED “MAXIMUM PRICE”

Prior to directing the Architect to proceed with each phase, the Owner shall establish and communicate to the Architect a maximum amount for constructing the Project (the “Maximum

Price”). The price of bid alternatives approved by the Owner will not count against the Maximum

Price. In the event the Architect’s price estimates exceed the Maximum Price, or in the event the lowest bid or negotiated proposal from a qualified contractor exceeds the Maximum Price, the

Owner may require the Architect, at no cost to the Owner, to consult with the Owner and to revise the Design for Construction so as to obtain a bid or proposal at or below the Maximum Price. To meet the maximum price, in concert with the Owner, the Architect shall have the authority to adjust the quantity and/or quality to bring the Project within the maximum cost. Absent clear and convincing evidence of gross negligence of the Architect in making its final anticipated price estimate or in designing the Project without regard to the Maximum Price, providing such revisions shall fulfill the Architect’s liability to the Owner in connection with the Maximum Price.

ARTICLE 9.

DUTIES, OBLIGATIONS AND RESPONSIBILITIESDURING CONSTRUCTION

During construction of the Project, and at all times relevant thereto, the Architect shall have and perform the following duties, obligations and responsibilities:

1. Owner’s standard Agreement for Construction Services is attached and fully incorporated herein as Exhibit A. In addition to its duties, obligations and responsibilities set forth in the following subparagraphs of Article 9, the Architect shall have and perform all duties, obligations and responsibilities (applicable to Architect) set forth in Exhibit A, insofar as the terms and conditions of said Agreement (Owner’s standard Agreement for Construction Services) are the same as those of the Agreement for Construction Services entered into between Owner and Contractor

(“the Construction Contract”). (In the event Construction Contract contains any terms that place a greater duty on Architect than the standard Agreement for Construction Services, the terms of the standard Agreement shall apply.)

2. The Architect shall, as contemplated herein and in the Construction Contract, but not otherwise, act on behalf, and be the agent, of the Owner throughout the construction of the Project.

Instructions, direction, and other appropriate communications from the Owner to the Contractor shall be given to the Contractor by the Architect. The Owner reserves the right to communicate with the Contractor directly and shall keep the Architect informed of any such communication.

3. The Architect shall issue to the Contractor 3 full sets of the Design for Construction.

4. If a competent authority having jurisdiction over the Project requires any changes to the

Design for Construction, such changes shall be made by the Architect. The Architect shall provide

1 set of documents to the Owner and 3 sets of documents to the Contractor detailing all changes.

Such changes and said documents shall be provided by the Architect at no additional cost. Should such changes be required by the enactment or revision of codes, laws or regulations occurring subsequent to the preparation of bidding documents, the Architect shall obtain Commissioners

Court approval before making said changes.

5. Upon receipt, the Architect shall carefully review and examine the Contractor’s Schedule of

Values, together with any supporting documentation or data which the Owner or the Architect may require from the Contractor. The purpose of such review and examination shall be to protect the

Owner from an unbalanced Schedule of Values which allocates greater value to certain elements of the Work than is indicated by such supporting documentation or data, or than is reasonable under the circumstances. If the Schedule of Values is not found to be appropriate, or if the supporting documentation or data is deemed to be inadequate, and unless the Owner directs the Architect to the contrary in writing, the Schedule of Values shall be returned to the Contractor for revision or supporting documentation or data. After making such examination, if the Schedule of Values is found to be appropriate as submitted, or if necessary, as revised, the Architect shall sign the

Schedule of Values thereby indicating its informed belief that the Schedule of Values constitutes a reasonable, balanced basis for payment of the Contract Price to the Contractor. The Architect shall not sign such Schedule of Values in the absence of such belief unless directed to do so, in writing, by the Owner.

6. The Architect shall visit the Project site to observe the work of contractor for the purposes described in Article 4.2 of Exhibit A (make “site visits”) no less frequently than once a month to coincide with the contractors request for payment, unless more extensive on-site representation is stipulated elsewhere in this Agreement. Following approval of Commissioners Court, Owner’s

Project Manager may direct Architect in writing to perform additional site visits. Architect’s compensation for each such additional site visit shall be as set forth in the applicable Commissioners

Court order approving it. The Architect shall inform the Owner of the time of such site visit so that the Owner might participate. Such additional site visits, in excess of 1 per month, shall be billed in accordance with Article 13, Paragraph 3 below. The Architect shall submit a written report of the findings of each site visit, together with any appropriate comments or recommendations, to the

Owner, no less frequently than once a month to coincide with the contractor’s request for payment.

7. As further set forth and described in Articles 9.4 and 9.5 of Exhibit A, Architect shall base its review of contractor payment applications on the applicable site visit report(s) and evaluations of the Contractor’s rate of progress in light of the remaining Contract Time. The Owner reserves the right to adjust or withhold payment in accordance with the Contract for Construction.

8. The Architect shall promptly provide appropriate interpretations as necessary for the proper execution of the work and may authorize minor changes in the work not involving an adjustment in the Contract Sum or an extension of time. Any such interpretations changes or adjustments shall be forwarded to the Owner immediately for the Owner’s review.

9. The Architect shall reject in writing any work of the Contractor which is not in compliance with the Construction Contract unless directed by the Owner, in writing, not to do so.

10. As further set forth and described in Article 4.2 of Exhibit A, Architect shall review and approve or otherwise respond to the Contractor’s shop drawings and other submittals within 7 working days. Approval by the Architect of the Contractor’s submittal shall constitute the

Architect’s representation to the Owner that such submittal is in conformance with the Construction

Contract.

11. The Architect shall receive and promptly examine and advise the Owner concerning requests for Change Orders, whether initiated by the Owner, or by the Contractor and approved by the

Owner. If after evaluating said Change Orders, the Architect believes the Change Order substantially alters the Design for Construction or the Owner’s Criteria, the Architect, if requested by the Owner, shall provide the Owner with the cost to provide the Change Order documents.

Change Orders necessary to clarify or correct the Design for Construction shall be prepared at no cost to the Owner.

12. The Architect shall transmit to the Owner all manuals, operating instructions, record drawings, warranties, guarantees and other documents and things required by the Construction

Contract and submitted by the Contractor within 30 days from the date of final completion.

13. The Architect shall testify in any judicial proceeding concerning the design and construction of the Project when requested in writing by the Owner, and the Architect shall make available to the Owner any personnel or consultants employed or retained by the Architect for the purpose of reviewing, studying, analyzing or investigating any claims, contentions, allegations, or legal actions relating to, or arising out of, the design or construction of the Project.

14. The Architect shall review any as-built drawings furnished by the Contractor and provide the Owner with a corrected set of plans based on information provided by the Contractor on computer disk/CD/DVD in ___________ or _____________ (computer format) as requested by the

Owner within

30 days after final completion.

15. The Architect shall, without additional compensation, promptly correct any errors, omissions, deficiencies, or conflicts in the work product of the Architect or its consultants, or both.

16. Nearing the end of the construction phase, the Architect shall provide services to ensure an orderly transition in occupying the newly constructed facility. The Architect shall develop a transition program which will provide a systematic approach to start-up and occupancy of the facility. A process shall be formalized which ensures that all functional area and facility-wide needs are identified. Activity checklists shall be developed for each component of the facility covering all operational aspects. Responsibility assignments for these activities shall be developed. The

Architect shall also assist appropriate staff in developing an operations manual, which will detail and explain every procedure anticipated in the facility. Training workshops shall be conducted so that the operation of any new or unfamiliar equipment or procedure can be tested and operated on-site. The following tasks shall be performed during this stage:

(a) A schedule for occupying the facility shall be prepared;

(b) Checklists to assure that the staff has a complete understanding of the facility component and its related activities shall be prepared;

(c) Training workshops (6 months prior to occupancy and at occupancy) for supervisors to help familiarize them with new equipment and procedures, and

(d) Media informational programs regarding the opening of the newly constructed facility, as well as educational programs for the public explaining its mission and concept.

ARTICLE 10.

INDEMNITY

The Architect shall indemnify and hold harmless the Owner from and against all liability, claims, loss, costs, including reasonable attorneys’ fees and expense to the extent arising out of, or resulting from, the negligent acts, errors or omissions of the Architect, its employees, agents and/or representatives. In the event the Owner is found to be liable as a result of the negligent acts or omissions, or both, of the Architect, its employees, agents and/or representatives, the

Architect shall reimburse the Owner for all costs of defense, to the extent such reimbursement is not expressly prohibited by Section 271.904 of the Texas Local Government Code.

ARTICLE 11.

SCHEDULE

Time is of the essence in the performance of this Agreement. Within 7 calendar days of the execution hereof, the Architect shall provide the Owner with a proposed schedule for performance by the Architect hereunder. Such schedule, if approved by the Owner, shall constitute the schedule for performance of its duties hereunder by the Architect. Should the Architect discern that the schedule will not be met for any reason, the Architect shall so notify the Owner, in writing, as soon as practically possible.

ARTICLE 12.

PERSONNEL

The Architect shall assign only qualified personnel to perform any service concerning the

Project. At the time of execution of this Agreement, the parties anticipate that the following named individuals will perform those functions indicated:

NAME FUNCTION

________________ Project Principal ________________ Project Manager & Point of Contact ________________ Architectural Team Leader ________________ Project Architect ________________ Geotechnical Engineer ________________ Civil Engineer ________________ Structural Engineer ________________ Mechanical, Electrical, Plumbing Engineer ________________ Landscape Architect ________________ Construction Administration Representative

So long as the individuals named above remain actively employed or retained by the Architect, they shall perform the functions indicated next to their names.

ARTICLE 13.

PAYMENTS

For its assumption and performance of the duties, obligations and responsibilities set forth herein, the Architect shall be paid as follows:

1. The Architect shall be paid for those services required by this Agreement a lump sum fee of

___________________________________ dollars ($_____.00) allocated in the following manner:

(a) Master Planning $.00

(b) Schematic Design $.00

(c) Design Development $.00

(d) Preliminary Design $.00

(e) Construction Documents $.00

(f) Bidding/Negotiation - Contractors $.00

(g) Construction Administration ______ $.00

$.00

2. (a) The Architect shall also be entitled to receive payment for reasonable expenses incurred by the Architect in connection with additional services required by the Project. Such expenses, however, are limited to transportation, printing, delivery, postage, telephone, review fees, and a maximum of 2 renderings and any and all other disbursements made by the Architect after first receiving written authorization therefor from the Owner. Costs will be billed at a multiple of 1.1 times the actual expense. It is estimated that reimbursable expenses will be in an amount not to exceed ________________ dollars ($_____.00)

(b) In addition to the fees and expenses listed above, it will be necessary to obtain a topographic, boundary and utility survey. The estimated additional cost of this survey(s) is ________________ dollars ($ .00) which is not included in the fees and expenses listed above and will be borne by the Owner and contracted for directly by Owner.

3. As a condition precedent for any payment due under this Article, the Architect shall submit monthly, unless otherwise agreed in writing by the Owner, an invoice to the Owner requesting payment for services properly rendered and expenses due hereunder. The Architect’s invoice shall describe with reasonable particularity each service rendered, the date thereof, the time expended if such services were rendered pursuant to Article 13, Paragraphs 3 and 4 hereinabove, and the person(s) rendering such service. The Architect’s invoice shall be accompanied by such documentation or data in support of expenses for which payment is sought as the Owner may require. For services rendered the invoice shall additionally reflect the allocations indicated in subsections (a)-(g) of Paragraph 1 of this Article 13, and shall state the percentage of completion as to each such allocation. Each invoice shall bear the signature of the Architect, which signature shall constitute the Architect’s representation to the Owner that the services indicated in the invoice have reached the level stated, have been properly and timely performed as required herein, that the expenses included in the invoice have been reasonably incurred in accordance with this Agreement, that all obligations of the Architect covered by prior invoices have been paid in full, and that the amount requested is currently due and owing, there being no reason known to the Architect that payment of any portion thereof should be withheld. Submission of the Architect’s invoice for final payment shall further constitute the Architect’s representation to the Owner that, upon receipt by the Owner of the amount invoiced, all obligations of the Architect to others, including its consultants, incurred in connection with the Project, will be paid in full.

4. In the event that the Owner becomes credibly informed that any representations of the

Architect as set forth in Paragraph 3 of this Article 13, hereinabove, are wholly or partially inaccurate, the Owner may withhold payment of sums then or in the future otherwise due to the

Architect until the inaccuracy, and the cause thereof is corrected to the Owner’s reasonable satisfaction.

5. The Owner shall make payment to the Architect of all sums properly invoiced under the provisions of this Article 13 within 30 days of the Owner’s receipt of such invoice.

ARTICLE 14.

PROJECT RECORDS

All records relating in any manner whatsoever to the Project, or any designated portion thereof, which are in the possession of the Architect or the Architect’s consultants, shall be made available to the Owner for inspection and copying upon written request of the Owner. Additionally, said records shall be made available, upon request by the Owner, to any state, federal or other regulatory authorities and any such authority may review, inspect and copy such records. Said records include, but are not limited to, all plans, specifications, submittals, correspondence, minutes, memoranda, tape recordings, videos, or other writings or things which document the Project, its design, and its construction. Said records expressly include those documents reflecting the time expended by the Architect and its personnel in performing the obligations of this Agreement and the records of expenses incurred by the Architect in its performance under said Agreement. The

Architect shall maintain and protect these records for no less than 5 years after final completion of the Project, or for any longer period of time as may be required by applicable law or good architectural practice. Thereafter, the Architect shall forward to Owner all plans, specifications, submittals, correspondence, minutes, memoranda, tape recordings, videos, or other writings or things which document the Project, its design, and its construction. Additionally, the Architect shall forward any time or expense records for any work performed under this Agreement.

ARTICLE 15.

DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE OWNER

The Owner shall have and perform the following duties, obligations and responsibilities to the Architect:

(a) The Owner shall provide the Architect with the Owner’s Criteria;

(b) The Owner shall review any Documents provided by or through the Architect requiring the Owner’s decision, and shall make any required decisions;

(c) The Owner shall, at its own expense, furnish a legal description and any necessary survey, including topographic survey, of the real property upon which the Project is situated;

(d) In the event the Owner learns of any failure to comply with the Construction Contract by the Contractor, or of any errors, omissions or inconsistencies in the work product of the Architect, and in the further event that the Architect does not have notice of same, the Owner shall inform the Architect;

(e) The Owner shall afford the Architect access to the Project site and to the Work as may be reasonably necessary for the Architect to properly perform its services under this Agreement;

(f) The Owner shall perform its duties set forth in Article 15 in a timely manner;

(g) Except for documents requiring the Owner’s decision as set forth in Article 15(b) above, the Owner’s review of any documents prepared by the Architect or its consultants shall be solely for the purpose of determining whether such documents are generally consistent with the Owner’s Criteria, as, and if, modified. No review of such documents shall relieve the Architect of its responsibilities for the accuracy, adequacy, fitness, suitability or coordination of its work product.

ARTICLE 16.

OWNERSHIP OF THE PRELIMINARY DESIGN AND

THE DESIGN FOR CONSTRUCTION

The Preliminary Design and the Design for Construction shall become and be the sole property of the Owner. The Architect may maintain copies thereof for its records and for its future professional endeavors.

Neither the Preliminary Design nor the Design for Construction are intended by the

Architect for use on other projects by the Owner or others. Any reuse by the Owner or by third parties without the written approval of the Architect, shall be at the sole risk of the Owner and the

Owner, to the extent permitted by law, shall indemnify and save harmless the Architect from any and all liability, costs, claims, damages, losses and expenses including attorneys’ fees arising out of, or resulting from, such reuse; provided however, that this agreement to indemnify and save harmless shall not apply to any reuse of documents retained by, or through, the Contractor.

ARTICLE 17.

SUCCESSORS AND ASSIGNS

The Architect shall not assign its rights hereunder, excepting its right to payment, nor shall it delegate any of its duties hereunder without the written consent of the Owner. Subject to the provisions of the immediately preceding sentence, each party hereto binds itself, its successors, assigns and legal representatives to the other and to the successors, assigns and legal representatives of such other party.

ARTICLE 18.

NO THIRD PARTY BENEFICIARIES

Nothing contained herein shall create any relationship, contractual or otherwise, with, or any rights in favor of, any third party.

ARTICLE 19.

ERRORS AND OMISSIONS INSURANCE

The Architect shall file with Owner a Certificate of Errors and Omissions Insurance having minimum limits of One Million Dollars ($1,000,000.00) for each claim and a One Million Dollars

($1,000,000.00) annual aggregate. Each Errors and Omissions Insurance shall have a deductible not to exceed $250,000.00. The Architect shall maintain the Errors and Omissions Insurance at all times this Agreement is in effect and for a period of 5 years after final completion of the Project.

The coverage provided herein shall contain an endorsement providing 30 days notice to the

Owner prior to any cancellation of said coverage. Said coverage shall be written by an insurer acceptable to the Owner and shall be in a form acceptable to the Owner.

Failure to maintain the required insurance shall be deemed a material breach of this

Agreement.

ARTICLE 20.

OTHER INSURANCE

The Architect shall provide Worker’s Compensation, automobile and comprehensive general liability insurance policies. Architect shall name Owner as an additional insured on its general liability insurance policy, and shall provide Owner with any defense provided by said policy. Architect shall deliver the insurance certificates to Owner.

The coverage provided herein shall contain an endorsement providing 30 days notice to the

Owner prior to any cancellation of said coverage. Said coverage shall be written by an insurer acceptable to the Owner and shall be in a form acceptable to the Owner.

Failure to maintain the required insurance shall be deemed a material breach of this

Agreement.

ARTICLE 21.

TERMINATION

1. Either party hereto may terminate this Agreement upon giving 10 days written notice to the other in the event that such other party substantially fails to perform its material obligations set forth herein;

2. This Agreement may be terminated by the Owner without cause upon 10 days written notice to the Architect. In the event of such a termination without cause, the Owner shall pay the Architect for all services rendered prior to the termination, plus any expenses incurred and unpaid that would otherwise be payable hereunder. In such event, the Architect shall promptly submit to the Owner its invoice for final payment which invoice shall comply with the provisions of Article 13 herein.

ARTICLE 22.

APPLICABLE LAW - AMENDMENTS AND CHANGES

No modification, amendment, novation, renewal or other alteration of this Agreement shall be effective unless mutually agreed upon in writing and executed by the parties hereto. Any alteration, addition or deletion to the terms of this Agreement which are required by changes in federal or State law are automatically incorporated herein without written amendment to this

Agreement and shall be effective on the date designated by said law. The laws applicable to this

Agreement are hereby agreed to by the parties to be the laws of the State of Texas.

Venue shall be in Denton County, Texas.

ARTICLE 23.

SEVERABILITY

If any provision of this Agreement is construed to be illegal or invalid, this will not affect the legality or validity of any of the other provisions. The illegal or invalid provision will be deemed stricken and deleted, but all other provisions shall continue and be given effect as if the illegal or invalid provisions had never been incorporated.

ARTICLE 24.

ENTIRE AGREEMENT

This Agreement, including all Exhibits, attachments and amendments, constitutes the entire and exclusive agreement between the parties with reference to the Project and supersedes any and all prior communications, discussions, negotiations, understandings, or agreements, whether oral or written.

ARTICLE 25.

BINDING EFFECT

This Agreement and the respective rights and obligations of the parties hereto shall inure to the benefit and be binding upon the successors and assigns of the parties hereto, as well as the parties themselves.

ARTICLE 26.

FISCAL FUNDING CLAUSE

Notwithstanding any provisions contained in this Agreement, the obligations of the County under this Agreement is expressly contingent upon the availability of funding for each item and obligation for the Term of the Agreement and any pertinent extensions. Architect shall have no right of action against County in the event County is unable to fulfill its obligations under this

Agreement as a result of lack of sufficient funding for any item or obligation from any source utilized to fund this Agreement or failure to budget or authorize funding for this Agreement during the current or future fiscal years. In the event that County is unable to fulfill its obligations under this Agreement as a result of lack of sufficient funding, or if funds become unavailable, County, at its sole discretion, may provide funds from a separate source or may terminate this Agreement by written notice to Architect pursuant to the Notice provisions set forth herein.

ARTICLE 27.

PRIOR DEBTS

The County shall not be liable for costs incurred or performances rendered by Architect before or after the Agreement Term; for expenses not billed to County within the applicable time frames set forth in this Agreement, or for any payment for services or activities not provided pursuant to the terms of this Agreement.

ARTICLE 28.

RELATIONSHIP OF PARTIES

The County and Architect agree that the terms and conditions of this Agreement do not constitute the creation of a separate legal entity or the creation of legal responsibilities of either party other than under the terms of this Agreement. County and Architect are and shall be acting as independent contractors under this Agreement; accordingly, nothing contained in this Agreement shall be construed as establishing a master/servant, employer/employee, partnership, joint venture, or joint enterprise relationship between County and Architect. Architect and County are responsible for their own acts, forbearance, negligence and deeds, and for those of their respective agents or employees in conjunction with the performance of work covered under this Agreement. Architect represents that it has, or will secure at its own expense, all personnel and consultants required in performing the Services herein. Such personnel and consultants shall not be employees of or have any contractual relationship with the County.

ARTICLE 29.

ADDITIONAL PROVISIONS

The County Judge or the presiding officer of Commissioners Court has the authority to execute this Agreement upon the Denton County Commissioners Court approval of the same.

The undersigned officers and/or agents of the parties hereto are the properly authorized officials and have the necessary authority to execute this Agreement on behalf of the parties hereto and each party hereby certifies to the other that any necessary orders or resolutions extending said authority have been duly passed and are now in full force and effect.

EXECUTED in triplicate originals of the day of , 2025

DENTON COUNTY, TEXAS [ARCHITECT NAME] (ARCHITECT)

By: By:

Denton County Judge 1 Courthouse Drive Denton, Texas 76208

[Signator Name, Title] Firm name/address:

ATTEST:

By:

Denton County Clerk

APPROVED AS TO FORM:

By:

Assistant District Attorney

AUDITOR'S CERTIFICATE

I certify that funds are available in the amount of $ to satisfy the obligation of Denton County within the foregoing Agreement.

Jeff May, Denton County Auditor

EXHIBIT A TO ARCHITECTURAL SERVICES AGREEMENT BETWEEN OWNER

AND ARCHITECT