ZCI STANDARD TERMS
Thank you for using ZCA for architecture and/or interior design. These terms (“Terms”), along with any terms included in the text of the document that you sign (“Signature Document”), govern your relationship with ZCA and any service ZCA provides for you. The Terms, together with your Signature Document, will form a binding agreement (“Agreement”) between you and Ziegler-Cooper, Inc.
01. Acceptance of Terms
Your use of ZCA’s services indicates your acceptance of these Terms. If you do not accept these Terms, do not use ZCA’s services. From time to time these Terms may be revised by updating this document and posting it on the Site. Please review these Terms from time to time. Your continued use of ZCA’s services will constitute your agreement to the most current version of these Terms. If at any time you do not agree to these Terms, do not use ZCA’s services.
Questions concerning the use of the Site and its services should be directed to firstname.lastname@example.org.
- “ZCA,” “we,” “us,” “our” and similar pronouns means Ziegler-Cooper, Inc.
- “Client” or “Owner” means the party that ZCA contracts with. “You,” your,” and similar pronouns also refer to the Client or Owner. For the purposes of these Terms, “Client” and “Owner” are synonymous.
- The term “ZCA Parties” in this Agreement means ZCA, and its officers, directors, partners, principals, shareholders, employees, representatives, agents, successors, and anyone else for whose acts or omissions ZCA is responsible.
- The term “Loss” in this Agreement means any and all actual and alleged loss, costs and damages of any nature (including without limitation, actual, special and consequential damages, vicarious liability, personal injury, death, property damage including loss of use thereof, and economic loss); and any expense (including without limitation reasonable attorney’s and experts’ fees and costs of litigation and defense) claimed through any direct claims, cross-claims, counterclaims or claims for contribution or indemnity that arise, in whole or in part, in connection with this Agreement, its performance or interpretation or with respect to the Project or services the Agreement describes.
- All other capitalized terms are defined in the text or in the Signature Document.
04. AIA Documents
To the extent a type of service is required by the Signature Document, such services shall be provided in accordance with the AIA Document B152-2019 found at zieglercooper.com/zcastandardaiadocs. The components of this Agreement are complementary, and that which is required by one shall be required by all; provided, however, that in event of a direct conflict, the orders of precedence are: 1) the Signature Document; 2) these Terms; 3) the AIA Document B152-2019; and 4) any other document incorporated by reference in the AIA Document B152-2019.
05. Hourly Rates
When services shall be provided on an hourly basis, the following hourly rates apply:
|Employee Category||Hourly Rate|
|03||Senior Project Manager, Architect or Designer II||$170.00|
|04||Senior Project Manager, Architect or Designer I||$145.00|
|05||Project Manager, Architect, Designer or Job Captain||$120.00|
|06||Design Staff III||$105.00|
|07||Design Staff II||$ 90.00|
|08||Design Staff I||$ 75.00|
|09||Administrative Staff||$ 75.00|
06. Standard of Care
In providing its services for the Project, ZCA shall exercise the standard of professional care customarily exercised by architecture or interior design firms (as applicable) in Houston, Texas that hold the same type of license and that are engaged in the same area of professional practice as ZCA performing services similar to those required by this Project (“Standard of Care”). The deliverables prepared by ZCA shall, consistent with this standard of care, comply with the building and accessibility codes applicable to the design of the Project.
07. Use of Documents
ZCA and Client acknowledge and agree that by this Agreement Client retains ZCA to provide professional design services. The design services ZCA provides shall be communicated through drawings and specifications prepared by ZCA in electronic and hard copy format (“Instruments of Service”), which are intended for the one-time use in the construction of this Project. The Client shall be permitted to obtain a copy of the Instruments of Service in the electronic format used by ZCA in connection with Client’s occupancy and use of the Project. Third parties such as the Contractor shall be permitted to obtain a copy of the Instruments of Service in the electronic format in connection with the construction of the Project by executing ZCA’s standard agreement for such use.
08. Hazardous Materials Indemnification
Client shall furnish any tests for hazardous materials and other laboratory and environmental tests, inspections, reports and mitigation required by law. ZCA shall have no responsibility for the detection, presence, removal, encapsulation, treatment, abatement, storage, transportation, disposal, or any other form of identification or handling of any asbestos or asbestos containing products, materials or substances or any other materials or substances associated with and/or used in the construction, renovation or demolition of the Project that are or are deemed hazardous by any federal, state or local law, statute or regulation (“Hazardous Material”). Client shall to the fullest extent allowed by law hold harmless, indemnify and defend the ZCA Parties, as defined below, from and against any and all Loss, as defined below, whether any claims or causes of action relating thereto should be asserted according to common law or under statute and regardless of form including strict liability and negligence, and from and against any fines or penalties, punitive and exemplary damages, arising from, aggravated by, or related in any manner to Hazardous Material in connection with the Project.
09. Americans with Disabilities Act (“ADA”)
ZCA will offer its interpretation of the ADA requirements related to the design of the Project to assist the Client to understand its obligations to fulfill those requirements. There are many factors that must be considered when developing a compliance plan. A feature of the ADA is that only the facility owner can determine what is readily achievable or reasonable to do. Following ZCA’s recommendations cannot guarantee full compliance with the requirements of the ADA. Thus, ZCA advises that the Client’s legal counsel review all such recommendations by ZCA and its consultants for ADA compliance.
10. Accessibility Submission Requirement
All plans and specifications for construction or for the substantial renovation, modification, or alteration of a building or facility that has an estimated construction cost of $50,000 or more must be submitted for review, modification and approval for accessibility compliance. ZCA shall timely submit the plans and specification for such review. The Client shall be responsible for paying any review or other fees and for scheduling all inspections. All review, inspection, processing and permitting fees for the submission process shall be billed directly to the Client by an independent contractor provider approved by the State of Texas. ZCA will invoice Client for the applicable Project Filing Fee in effect at the conclusion of the Schematic Design. The invoice is due and payable upon receipt. Plan Review and Inspection Fees will be invoiced directly to the Client from TDLR or the RAS. Timely payment is critical because the accessibility provider will not proceed with the plan review until payment is received for plan review and inspection fee. Consultant shall not be liable for Client’s failure to promptly pay such fees, including any construction that has taken place that may need to be redone. Any formal written requests that require additional submittals, drawings or coordination by ZCA will be considered Additional Services and billed on an hourly basis.
11. FF&E Inventory
Client shall furnish ZCA with inventory of all furniture, furnishings and equipment (“FF&E”) items that are to be relocated including, without limitation, furniture, equipment, files and artwork. Inventory shall include all sizes, power requirements or other information required for the relocation of Client’s personal property.
12. Client’s Representative
Client shall designate an authorized representative to act on the Client’s behalf with respect to the Project. The Client or such authorized representative shall examine the documents submitted by ZCA and shall render decisions pertaining thereto promptly, to avoid unreasonable delay in the progress of the ZCA’s services.
While ZCA provides services to Client, and for a period of two (2) years after the expiration or early termination hereof, neither Party shall directly or indirectly hire, permit the employment of, or solicit to hire any of the other Party’s personnel unless expressly agreed otherwise by such other Party, as applicable, in writing.
14. Publicity Coverage
ZCA reserves the right to solicit press coverage for the Project. Prior to release, ZCA and Client shall have the right to review and approve all press releases for accuracy and general content.
15. Accounting Records
Records of ZCA’s reimbursable expenses, as well as records substantiating any Changes in Services or other charges payable on an hourly basis on this Project, shall be kept according to GAAP and shall be available for Client review at mutually convenient times.
16. Payments to ZCA
Payments are due upon invoice date and are past due thirty (30) days following the invoice date. Amounts owed but past due shall bear interest at the rate of one percent (1%) per month. The unexcused failure of Client to pay ZCA within forty-five (45) days of invoice date shall grant ZCA the right, in addition to any and all other rights provided, to refuse to render further service to the Client.
As architects and interior designers, ZCA does not provide medical advice. Pursuant to the Standard of Care, ZCA will use its professional judgment regarding best practices in spaces, capacity, etc. Client waives any and all Loss or claims for Loss against the ZCA Parties for sicknesses, illnesses, viruses, pandemics or any other communicable disease that may arise or become worse due to workplace design.
18. Consequential Damages Waiver
In no event shall the parties be liable for consequential, incidental, punitive or special damages, including without limitation any delay damages, lost opportunity damages or lost profits, incurred or claimed in connection with this Agreement or its performance.
19. ZCA’s Liability for Projects whose fees are equal to or less than $10,000.00 or for projects with any fee that ZCA does not provide full construction phase services
The Client and ZCA, having balanced their respective, bargained-for risks and rewards from the relationship formed by this Agreement agree that the total liability to Client of any of the ZCA Parties, as defined below, for any Loss, as defined below, shall not exceed in the aggregate the total professional fees paid to ZCA for the Project. Client waives all claims against the individual owners, shareholders, or employees of ZCA and shall look solely to ZCA for satisfaction of any such claims. Client waives any and all Loss or claims for Loss against the ZCA Parties in excess of such limitations.
20. ZCA’s Liability for Projects in which ZCA provides full construction phase services and the fee for ZCA’s services exceed $10,000.00.
The Client and ZCA, having balanced their respective, bargained-for risks and rewards from the relationship formed by this Agreement agree that the total liability to Client of any of the ZCA Parties, as defined below, for any Loss, as defined below, shall not exceed in the aggregate the available amount of valid and collectible errors and omissions insurance maintained by ZCA less a reasonable amount for defense costs, including investigation and attorney’s fees. Client waives all claims against the individual owners, shareholders, or employees of ZCA and shall look solely to ZCA for satisfaction of any such claims. Client waives any and all Loss or claims for Loss against the ZCA Parties in excess of such limitations.
21. Insurance & Claims.
ZCA has insurance for the following types of coverages: Professional Liability, Commercial General Liability, Automobile Liability and Workers’ Compensation. ZCA shall maintain such coverages at its expense for the duration of the Project provided such insurance remains available on commercially reasonable terms. ZCA will provide a Certificate of Insurance to Client upon request.
22. Texas Limitation of Liability Enforcement Clause
THE CLIENT AND ZCA INTEND THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL OF THE TERMS OF THIS AGREEMENT AND ANY OF ITS CONSTITUENT PARTS THAT REQUIRE CLIENT TO INDEMNIFY, DEFEND OR HOLD HARMLESS ANY ZCA PARTIES OR THAT WAIVE ANY CLAIMS OR DAMAGES AGAINST ANY ANOTHER PARTY SHALL BE ENFORCED REGARDLESS OF WHETHER ANY SUCH CLAIMS, CAUSES OF ACTION, LOSS OR DAMAGES THAT ARE THE SUBJECT OF SUCH TERMS ARE CAUSED, OR ARE ALLEGED TO BE CAUSED, BY ANY NEGLIGENCE, NEGLIGENT MISREPRESENTATION, BREACH OF CONTRACT OR BREACH OF ANY OTHER DUTY OR OBLIGATION OF ANY ZCA PARTIES INDEMNIFIED, DEFENDED, HELD HARMLESS OR OF ANY PARTY AGAINST WHOM SUCH CLAIMS, CAUSES OF ACTION, LOSS OR DAMAGES ARE WAIVED. Any such indemnity, defense, hold harmless or waiver provisions shall survive termination or expiration of the Agreement.
23. Design Direction
If the Client chooses to accept, and directs ZCA to make, revisions to the Contract Documents or to accept material substitution proposals made by the Contractor, Client’s consultants or others, and ZCA does not expressly recommend acceptance of such proposed revisions in writing, given their potential impact upon the Project, Client shall to the fullest extent allowed by law indemnify, defend and hold the ZCA Parties harmless from and against any and all Loss arising from such revisions including, without limitation, the failure of the Project to achieve any LEED® or other certification.
In case any one or more provisions of this Agreement, or the application thereof to any person or circumstance, shall for any reason be held invalid, illegal or unenforceable in any respect, any such invalidity, illegality or unenforceability shall be deemed stricken and shall not affect any other provision of this Agreement or the application of such provisions to other persons or circumstances, and the balance of this Agreement shall be enforced to the greatest extent permitted by law.
25. Statement of Jurisdiction
The Texas Board of Architectural Examiners (TBAE) has jurisdiction over complaints regarding the professional practices of persons registered as architects or interior designers in Texas. For more information, contact TBAE at P.O. Box 12337, Austin, Texas 78711-2337, (512) 305-9000, or visit their website at tbae.state.tx.us.
26. Applicable Law and Venue
This Agreement shall be governed by the laws of the State of Texas with exclusive venue in Harris County, Texas.