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HomeMy WebLinkAbout1998-088ORDINANCE NO AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF DENTON AND CORGAN ASSOCIATES, INC FOR THE DESIGN OF THE NORTH LAKES AND DENIA RECREATION CENTERS EXPANSION IN THE AMOUNT OF $75,000 00 FIXED FEE AND A NOT TO EXCEED REIMBURSABLE AMOUNT OF $7,500 00, PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFORE, AND PROVIDING AN EFFECTIVE DATE (RFSP #2174 — NORTH LAKES AND DENIA RECREATION CENTERS EXPANSION — CORGAN ASSOCIATES, INC — FIXED FEE OF $75,000 00 PLUS A NOT TO EXCEED REIMBURSABLE AMOUNT OF $7,500 00) WHEREAS, Chapter 2254 of the Texas Government Code, known as the Professional Services Procurement Act, provides that a City may not select a provider of professional services on the basis of competitive bids but on the basis of demonstrated competence and qualification and for a fair and reasonable price, and WHEREAS, the professional fees under the proposed contract are consistent with and not higher than the recommended practices and fees published by the applicable professional association and do not exceed an maximum provided by law, and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the services set forth in the proposed contract, NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I. That the City Manager is hereby authorized to execute on behalf of the City of Denton, Texas, a professional services contract, substantially the same as the contract which is attached hereto and made a part hereof for all purposes, that provides services relating to Architectural Services as defined in Request for Sealed Proposal #2174 North Lakes and Dema Recreation Center Expansion Project with Corgan Associates, Inc. in the amount of $75,000 00 fixed fee plus a not to exceed reimbursable amount of $7,500 00 SECTION II That the award of this contract is on the basis of demonstrated competence and qualifications of the provider of professional services under this contract and the ability of such provider to perform the needed services for a fair and reasonable price SEECTION III. That this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this the {� day of / G 1998 JACVOLLER, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY O APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY 10-29 97 REV `U " " U AGREEMENT BETWEEN THE CITY OF DENTON �y AND CORGAN ASSOCIATES, INC. b �/ o RFSP # 2174 — NORTH LAKES AND DENIA RECREATION CENTERS EXPANSION This Agreement made as of the seventh day of April, 1998 between the Crry of Denton, Texas, hereinafter referred to as "Owner" and Corgan Associates, Inc hereinafter referred to as "Architect" for the following Project North Lakes and Dema Recreation Center Expansion The Owner and Architect agree as set forth below ARCHITECT'S RESPONSIBILITIES 1 1 ARCHITECT'S SERVICES 1 1 1 The Architect's services consist of those services performed by the Architect, Architect's employees and Architect's consultants as enumerated in Articles 2 and 3 of this Agreement and any other services included in Article 11 1 12 The Architect's services shall be performed as expeditiously as is consistent with a very high standard of 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 Archutect's services which may be adjusted as the Project proceeds, and shall include allowances for periods of time required for the Owner's review and for approval of submissions by authorities having jurisdiction over the Project Tune limits established by this schedule and approved by the Owner shall not, except for reasonable cause, be exceeded by the Architect or Owner, and any adjustments to this schedule shall be mutually acceptable 1 13 The services covered by this Agreement are subject to the time limitations contained in Subparagraph 10 4 1 SCOPE OF ARCHITECT'S BASIC SERVICES 21 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 11 as part of Basic Services, and include without limitation normal structural, mechanical and electrical engineering services and any other engineering services necessary to produce a complete and accurate set of Construction Documents, as described by and required in Paragraph 2 4 PAGE 22 SCHEMATIC DESIGN PHASE 2 2 1 The Architect in consultation with the Owner shall develop a written program for the Project to ascertain Owner's needs and to establish the requirements for the Project 2 2 2 The Architect shall provide a preliminary evaluation of the Owner's program, construction schedule and construction budget requirements, each in terms of the other, subject to the limitations set forth in Subparagraph 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 The Schematic Design shall contemplate compliance with all applicable laws, statutes, ordinances, codes and regulations 2 2 5 The Architect shall submit to the Owner a preliminary detailed estimate of Construction Cost based on current area, volume or other unit costs and which indicates the cost of each category of work involved in constructing the Project and establish an elapsed time factor for the period of time from the commencement to the completion of construction 23 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, which shall comply with all applicable laws, statutes, ordmances, codes and regulations Notwithstanding Owner's approval of the documents, Architect shall prepare documents and specifications sufficient and adequate to fulfill the purposes of the project 2 3 2 The Architect shall advise the Owner of any adjustments to the preliminary estimate of Construction Cost in a further Detailed Statement as described in Paragraph 225 PAGE 2 24 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, for approval by the Owner, Construction Documents consisting of Drawmgs and Specifications setting forth in detail requirements for the construction of the Project, which shall comply with all applicable laws, statutes, ordinances, codes, regulations including, without limitation, the latest ADA state and federal requirements. All state and federal requirements shall be submitted by the architect and gain approval before the bidding process. 2 4 2 The Architect shall assist the Owner in the preparation of the necessary bidding information, bidding forms, the Conditions of the contract, and the form of Agreement between the Owner and contractor 2 4 3 The Architect shall advise the Owner of any adjustments to previous prelimmary 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 Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project 25 BIDDING 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 and assist in awarding and preparing contracts for construction 2 5 2 If the lowest bid for the construction of the Project exceeds the total construction cost of the Project as set forth in the approval Detailed Statement of Probable Construction Costs of the Projects submitted by the Architect, then the Architect, as its sole cost and expense, shall revise the Construction Documents as may be required by the City to reduce or modify the quantity or quality of the work so that the total construction cost of the Project will not exceed the total construction cost set forth in the approved Detailed Statement of Probable Construction Costs The project shall be bid with a written statement requiring the contractor and subcontractors to sign an agreement to participate in a partnering construction relationship with the City and the Architect 26 CONSTRUCTION PHASE - ADMINISTRATION OF THE CONSTRUCTION CONTRACT 2 6 1 The Architect'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 issuance to the Owner of the final Certificate for Payment, unless extended under the terms of Subparagraph 9 3 3 PAGE 2 6 2 The Architect shall provide detailed administration of the Contract for Construction as set forth below and in the edition of AIA document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement, unless otherwise provided in this Agreement 2 6 3 Construction Phase duties, responsibilities and limitations of authority of the Architect shall not be restricted, modified or extended without written agreement of the Owner and Architect 2 6 4 The Architect shall be a representative of and shall advise and consult with the Owner (1) during construction, and (2) as an Additional Service at the Owner's direction from time to time during the warranty period described in the Contract for Construction, i e one year 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 6 5 The Architect shall observe the construction site at least one time a week, regardless of whether construction is in progress, to become familiar with the progress and quality of the Work completed and to determine if the Work is being performed in a manner indicating that the Work when completed will be in accordance with the Contract Documents Provided, however, Architect shall not be required to make continuous on - site inspections to check the work Architect shall provide Owner a written report subsequent to each on -site visit 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 exercise the utmost care and diligence in discovering and promptly reporting to the Owner any defects or deficiencies in the work of Contractor or any subcontractors The Architect represents that he will follow the highest professional standards in performing all services under this Agreement Any defective designs or specifications furnished by the Architect will be promptly corrected by the Architect at no cost to the Owner The Owner's approval, acceptance, use of or payment for all or any part of the Architect's services hereunder or of the Project itself shall in no way alter the Architect's obligations or the Owner's rights hereunder 2 6 6 The Architect shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work The Architect shall not be responsible for the Contractor's schedules or failure to carry out the Work in accordance with the Contract Documents except insofar as such failure may result from Architect's acts or omissions 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 tunes have access to the Work wherever it is in preparation or progress PAGE 4 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 at the site of the work and evaluations of the Contractor's Applications for Payment, the Architect shall review and certify the amounts due the Contractor 2 6 10 The Arclutect'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 the quality of the Work is in accordance with the Contract Documents The foregoing representations are subject to minor deviations from the contract Documents correctable prior 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 6 11 The Architect shall have the responsibility and 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 exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, material and equipment 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 for the purpose of (1) compliance with applicable laws, statutes, ordinances and codes, and (2) determining whether or not the Work, when completed, will be in compliance with the requirements of the Contract Documents The Architect's action shall be taken with such reasonable promptness 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 PAGES 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 an 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 Documents 2 6 13 The Architect shall prepare Change Orders and Construction Change Directives, 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 mconsistent with the intent of the Contract Documents 2 6 14 On behalf of the Owner, the Architect shall conduct inspections to determine the dates of Substantial Completion and Final Completion, and shall issue Certificates of Substantial and Final Completion The Architect shall also make observation within thirty (30) days of the expiration of the one year warranty period under the performance bond or one year from the date of final completion and shall immediately advise the Owner in writing of any defects in workmanship and material so that the Owner may make an appropriate claim under the bond The Architect will receive and review written guarantees and related documents required by the Contact Documents and assembled by the Contractor and shall issue a final certificate for Payment 2 6 15 The Architect shall interpret and provide recommendations on matters concerning performance of the Owner and Contractor under the requirements of the Contract Documents on written request of either the Owner or Contract The Architect's response to such requests shall be made with reasonable promptness and within any time limits agreed upon 2 6 16 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 for interpretations or decisions so rendered in good faith in accordance with all the requirements of the Owner - Architect Agreement and in the absence of negligence 2 6 17 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 PAGE 6 2 6 18 The Architect (1) shall render services under the Agreement in accordance with the highest professional standards prevailing in the metroplex area, (2) will reimburse the Owner for all damages caused by the defective designs the Architect prepares, and (3) by acknowledging payment by the Owner of any fees due, shall not be released from any rights the Owner may have under the Agreement or diminish any of the Architect's obligations thereunder 2 6 19 The Architect shall provide the Owner with one set of reproducible prints showing all significant changes to the Construction Documents during the Construction Phase and shall also provide the Owner with one set of reproducible as -built Drawings for the Owner's file ADDITIONAL SERVICES 31 GENERAL 3 1 1 The services described in this Article 3 are not included in Basic Services unless so identified in Article 2 or 11, 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 Owner will be responsible for compensating the Architect for Contingent Additional Services only if they are not required due to the negligence or fault of Architect 32 PROJECT REPRESENTATION BEYOND BASIC SERVICES 3 2 1 If more extensive representation at the site than is described in Subparagraph 2 6 5 is required, the Architect shall provide one or more Project Representatives to assist in carrying out such additional on -site responsibilities 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 PAGE 7 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 33 CONTINGENT ADDITIONAL SERVICES 3 3 1 Making material revisions in Drawings, Specifications or other documents when such revisions are 1 inconsistent with approvals or instructions previously given by the Owner, including 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 decision in a timely manner 3 32 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 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, and providing other services in connection with Change Orders and Construction Change Directives 3 3 4 Providing consultation concerning replacement of Work damaged by fire or other cause during construction, and furmshing services required in connection with the replacement of such Work 3 3 5 Providing services made necessary by the default of the Contractor, by major defects or deficiencies in the Work of the Contractor 3 3 6 Providing services in evaluating an extensive number of claims submitted by the Contractor or others in connection with the Work 3 3 7 Providing services in connection with a public hearing, arbitration proceeding or legal proceeding except where the Architect is party thereto 33 8 Preparing documents for alternate, separate or sequential bids or providing services in connection with bidding, or construction prior to the completion of the Construction Documents Phase PAGE 8 34 OPTIONAL ADDITIONAL SERVICES t 3 4 1 Providing financial feasibility or other special studies 342 Providing plamung surveys, site evaluations or comparative studies of prospective sites 3 4 3 Providing special surveys, environmental studies and submissions required for approvals of governmental authorities or others having jurisdiction over the Project 344 Providing services relative to future facilities, systems and equipment 3 4 5 Providing services to investigate existing conditions or facilities or to make measured drawings thereof 3 4 6 Providing services to verify the accuracy of drawings or other information furnished by the Owner 3 4 7 Providing coordination of construction performed by separate contractors or by the Owner's own forces and coordination of services required in connection with construction performed and equipment supplied by the Owner 3 4 8 Providing services in connection with the work of a construction manager or separate consultants retained by the Owner 3 4 9 Providing detailed quantity surveys or inventories of material, equipment and labor 3410 Providing analyses of owning and operating costs 3411 Providing interior design and other similar services required for or in connection with the selection, procurement or installation of furniture, furnishings and related equipment 3412 Making investigations, inventories of materials or equipment, or valuations and detailed appraisals of existing facilities 34 13 Providing assistance in the utilization of 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 3414 Providing services other than as provided in Section 2 6 14 of Article 2 and No 4 of Article 11, after issuance to the Owner of the final Certificate for Payment, or in the absence of a final Certificate for Payment, more than sixty (60) days after the date of Substantial Completion of the Work PAGE 3415 Providing services of consultants for other than architectural, structural, mechanical and electrical engineering portions of the Project provided as a part of Basic Services 34 16 Providing any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural practice 34 17 Preparing a set of reproducible record drawings showing significant changes in the Work made during construction based on marked -up prints, drawings and other data furnished by the Contractor to the Architect (This is for drawings prepared in addition to those called for in Section 2 6 19 ) ARTICLE 4 OWNER'S RESPONSIBILITIES 41 The Owner shall consult with the Architect regarding requirements for the Project, including (1) the Owner's objectives, (2) schedule and design constraints and criteria, including space requirements and relationships, flexibility, expandability, special equipment, systems and site requirements, as more specifically described in Paragraph 221 42 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 43 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 44 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 documents submitted by the Architect in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services 45 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site The surveys and legal information shall include, as applicable, grades and Imes of streets, alleys, pavements and adjoining property and structures, adjacent drainage, rights -of -way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site, locations, dimensions and necessary data pertaining to existing buildings, other improvements and trees, and information concerning available utility services and Imes, both public and private, above and below grade, including inverts and depths All the information on the survey shall be referenced to a project benchmark (this benchmark and the height of initial slab shall be approved by the Owner and City of Denton Engineering Department prior to bidding) PAGE 10 46 The Owner shall furnish the services of geotechnical engineers when such services are requested by the Architect Such services may include but are not limited to test borings, test pits, determinations of soil bearmg values, percolation tests, evaluations of hazardous materials, ground corrosion and resistivity tests, including necessary operations for anticipating sub -soil conditions, with reports and appropriate professional recommendations 4 6 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 and are not retained by the Architect as part of his Basic Services 47 The Owner shall furnish structural, mechanical, chemical, air and water pollution tests, tests of hazardous materials, and other laboratory and environmental tests, inspections and reports required by law or the Contract Documents 48 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 for what purposes the Contractor has used the money paid by or on behalf of the Owner 49 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 entitled to rely upon the accuracy and completeness thereof in the absence of any negligence on the part of the Architect Nothing in this contract shall relieve the Architect from the responsibility for services performed which were inadequate because they were based on information furnished by the City that an Architect exercising reasonable care and skull would have determined was inaccurate 410 Prompt written notice shall be given by the Owner to the Architect if the Owner becomes aware of any fault or defect in the Project or nonconformance with the Contract Documents 411 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 fourteen (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 51 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 PAGE 11 5 12 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 In 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 13 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 52 RESPONSIBILITY FOR CONSTRUCTION 52 1 Evaluations of the Owner's Project budget, preliminary estimates of Construction Cost and detailed estimates of Construction Cost, if any, prepared by the Architect, represent the Architect'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 or market conditions Accordingly, the Architect cannot and does not warrant or represent that bids 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 522 No fixed Imut of Construction Cost shall be established as a condition of this Agreement by the furnishing, proposal or establishment of a Project budget, unless such fixed limits has been agreed upon in writing and signed by the parties thereto If such a fixed Imut 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 make 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 Imut Fixed Imuts, if any, shall be increased in the amount of an increase in the Contract Sum occurring after execution of the Contract for Construction 5.23 If the Bidding Phase has not commenced within ninety (90) days after the Architect submits the Construction Documents to the Owner, any Project budget or fixed lunit of Construction Cost shall be adjusted 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 are sought 524 If a fixed limit of Construction Cost (adjusted as provided in Subparagraph 5 2 3) is exceeded by the lowest bona fide bid, the Owner shall 1 give written approval of an increase in such fixed limit, PAGE 12 t 2 authorize rebidding or renegotiating of the Project within a reasonable time, 3 if the Project is abandoned, terminate in accordance with Paragraph 7 3, or 4 cooperate in revising the Project scope and quality as required to reduce the Construction Cost 5 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, at the Architect's sole cost and expense in accordance with Clause 2 5 2 The modification of Contract Documents shall be the lmut of the Architect's responsibility arising out of the establishment of a fixed limit The Architect shall be entitled to compensation in accordance with this Agreement for all services performed whether or not the Construction Phase is commenced USE OF ARCHITECT'S DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS 61 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, statutory and other reserved rights, including the copyright The Owner shall be permitted to retain copies, including reproducible copies, of the Architect's Drawmgs, Specifications and other documents for information and reference in connection with the Owner's use and occupancy of the Project The Architect's Drawings, Specifications or other documents shall not be used by the Owner or others on other projects or for completion of this Project by others, unless the Project, or any phase thereof, of the Project is complete, Architect is in default of this Agreement, or this Agreement is terminated, at which time such documents become property of the City of Denton which allows Owner freedom to use such documents 62 Submission or distribution of documents to meet official regulatory requirements or for sundar purposes in connection with the Project is not to be construed as publication in derogation of the Architect's reserved rights PAGE 13 TERMINATION, SUSPENSION OR ABANDONMENT 71 This Agreement may be terminated by either party upon not less than seven (7) days' written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the parry initiating the termination 715 The City of Denton may terminate This Agreement after the completion of each basic service phase, as set forth in Article 10 12 hereof, upon written notice to the Architect 72 If the Project is suspended by the Owner for more than thirty (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 73 This Agreement may be terminated by the Owner upon not less than seven (7) 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 ninety (90) consecutive days, the Architect or the Owner may terminate this Agreement by giving written notice 74 Failure of the Owner to make payments to the Architect in accordance with this Agreement shall be considered substantial nonperformance and cause for termination 75 If the Owner fails to make payment to Architect within thirty (30) days of receipt of a statement for services properly performed, the Architect may, upon seven (7) days' written notice to the Owner, suspend performance of services under this Agreement Unless payment in full is received by the Architect within seven (7) 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 76 In the event of termination not the fault of the Architect, the Architect shall be compensated for services properly performed prior to termination PAGE 14 ARTICLE 8 MISCELLANEOUS PROVISIONS 8 1 This Agreement shall be governed by the laws of the State of Texas 82 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 83 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 Owner nor Architect shall assign this Agreement without the written consent of the other 84 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 85 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 86 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, polychlormated biphenyl (PCB) or other toxic substances, provided, however, Architect shall have the responsibility to and shall report to the Owner the location of any hazardous material that an Architect of similar slall and expertise should have noticed 87 Upon receipt of prior written approval of Owner, 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 PAGE 15 88 Architect shall have knowledge in, experience in, and willing to participate/conduct in partnering construction Partnering construction is defined as "a long-term commitment between two or more organizations for the purpose of achieving specific business objectives by maximizing the effectiveness of each participant's resources The relationship is based on trust, dedication to common goals, and an understanding of each other's individual expectations, values, roles and responsibilities " 89 The Owner shall have the tight to review and approve personnel assigned to specific roles in the performance of this project Architect agrees that this is a personal services contract and that the key persons who shall be performing most of the work shall be Lyle Burgin and Lou Wolf But, with Owner's permission, Architect may use other qualified and competent members of their firm to perform the work PAYMENTS TO THE ARCHITECT 91 DIRECT PERSONNEL EXPENSE 91 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 and similar contributions and benefits 92 REIMBURSABLE EXPENSES - NEED TO BE PRE -APPROVED 9 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 92 11 Expense of transportation in connection with the Project, expenses in connection with authorized out-of-town travel, long-distance communications, and fees paid for securing approval of authorities having jurisdiction over the Project 92 12 Expense of reproductions, postage and handling of Drawings, Specifications and other documents 92 13 If authorized in advance by the Owner, expense of overtime work requiring higher than regular rates 9 2 1 4 Expense of renderings, models and mock-ups requested by the Owner PAGE 16 9 2 1 5 Expense of additional insurance coverage or limits, including professional liability insurance, requested by the Owner in excess of that normally carved by the Arcltect and Architect's consultants 93 PAYMENTS ON ACCOUNT OF BASIC SERVICES 93 1 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 10 2 2 9 3 2 If and to the extent that the tune initially established in Subparagraph 10 4 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 10 2 3 93 3 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 set forth in Subparagraph 10 2 2 based on (1) the lowest bona fide bid 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 94 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES 9 4 1 Payments on account of the Architect's Additional Services and for Reunbursable Expenses shall be made monthly upon presentation of the Architect's statement of services rendered or expenses incurred 95 PAYMENTS WITHHELD 95 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 than those for which the Architect is responsible 96 ARCHITECT'S ACCOUNTING RECORDS 9 6 1 Records of Reimbursable Expenses and expenses pertaining to Additional Services and services performed on the basis of a multiple of Direct Personnel Expense shall be available to the Owner or the Owner's authorized representative for inspection and copying during regular business hours for three (3) years after the date of the final Certificate of Payment PAGE 17 t ARTICLE 10 BASIS OF COMPENSATION The Owner shall compensate the Architect as follows 101 BASIC COMPENSATION 10 1 1 FOR BASIC SERVICES, as described in Article 2, and any other services included in Article 11 as part of Basic Services, Basic Compensation shall be the total amount of $75,000 00 with 5% retamage held by the City 1012 Progress payments for Basic Services in each phase shall total the following percentages of the total Basic Compensation payable • North Lakes and Dema Recreation Centers Expansion • Design and Development 20% $ • Construction Documents 45 % $ • Bidding 5% $ • Construction 30 % $ Total cost without reunbursables $ 75,000 00 10 2COMPENSATION FOR ADDITIONAL SERVICES (Not to exceed $7,500 00) 10 2 1 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES, as described in Paragraph 2 2, compensation shall be computed as follows On an hourly rate basis, based on Article 10 2 2 10 2 2 FOR ADDITIONAL SERVICES OF THE ARCHITECT, as described in Articles 3 and 11, other than (1) Additional Project Representation, as described in Paragraph 3 2, and (2) services included in Article 11 as part of Additional Services, but excluding services of consultants, compensation shall be computed as follows Principals $125 00 per hour Sr Project Manager $95 00 average hourly rate FM:R11 1'i3Y-ly 10 2 3 FOR ADDITIONAL SERVICES OF CONSULTANTS, including additional structural, mechanical and electrical engineering services and those provided under Subparagraph 3 4 16 or identified in Article 11 as part of Additional Services, a multiple of 1 1 tunes the amounts billed to the Architect for such services PAGE 18 e 103 REIMBURSABLE EXPENSES (Not to exceed $7,500 00) 10 3 1 FOR REIMBURSABLE EXPENSES, as described in Paragraph 9 2, and any other items included in Article 11 as Reimbursable Expenses, a multiple of 1 1 times the expenses incurred by the Architect, the Architect's employees and consultants in the interest of the Project 104 ADDITIONAL PROVISIONS 10 4 1 IF THE BASIC SERVICES covered by this agreement have not been completed within fourteen (14) 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 9 3 3 and 10 2 2 10 4 2 Architect may bill the City for hours expended every month, beginning thirty (30) days after the Architect begins the work and the City shall endeavor to pay the Architect within thirty (30) days of receiving an invoice However, the City shall not be obligated to pay more than 95% of the total contract price to Architect through monthly invoices, until Architect has completed all services required by this Agreement 10 4 3 Payments are due and payable thirty (30) days from the date of the Architect's invoice Amounts unpaid thirty (30) days after the invoice date shall bear interest at the rate of one percent (1%) per month Provided, however, Owner shall not be responsible for paying for any services which have not been satisfactorily performed in accordance with the terms and conditions of this contract and shall not be liable for any interest on such services OTHER CONDITIONS OR SERVICES 1 Insurance and Indemnification Architect shall maintain, at no expense to Owner, insurance coverage placed with companies rated at least B+/X by Best's Key Rating Guide, including a professional liability policy in an amount not less than one million dollars ($1,000,000), including contractual liability coverage All applicable insurance policies shall name the Owner as additional insured and shall require the giving of written nonce to Owner at least thirty (30) days prior to cancellation, non -renewal or material modification of any policies, evidenced by return receipt of United States Certified Mail Architect shall furnish Owner copies of said policies or certificates of insurance PAGE 19 Architect agrees to indemnify, hold harmless, and defend the City, its officers, agents, and employees from and against any and all clauns or suits for mJuries, damages, loss, or liability of whatever kind or character, arising out of or in connection with the performance by the Architect of those services contemplated by this Agreement, based upon allegations of negligent acts or omissions of Architect, its officers, employees and subcontractors 2 Architects' work plan is attached hereto as Exhibit A Thus agreement entered into as of the day and year first written above CITY OF DENTON, TEXAS CORGAN ASSOCIATES ARCHITECTS ARCHITECT BY : � B TED BENAVIDES, CITY MANAGER ATTEST 1 JE6NIMRTALTERS, CITY E RETARY APPROVED AS TO LEGAL FORM HERBERT PROUTY, CITY ATTORNEY COR AN'CONTRA�FSP 2174 PAGE 20 WORK PLAN EXHIBIT A 11 March 1998 Ms Janet Simpson Superintendent of Leisure City of Denton 321 East McKinney Denton, TX 76201 Re Denton Denia & Northlake Recreation Center Additions Architectural Proposal Dear Janet We are extremely pleased to provide this proposal for our professional services contract for the Expansions to Dema and North Lake Recreation Centers Our services are based on the program information provided in the Request for Sealed Proposals issued to our office, which includes a 5,000 s f addition to each facility with a current project budget of $1,000,000 We propose a fixed fee of $75,000, plus a not -to -exceed reimbursibles fee of $7,500 (project costs for printing costs, mileage, etc at 1 1 x our actual cost) As discussed yesterday, the schedule is tentative schedule for the project is listed below City Council award Design Contract Service April 7 Commencement of Design April 8 Completion of Construction Documents June 25 Drawings issued for Bid June 25 Advertise for Construction Bid June 25 & July 2 Prebid Conference July 7 Bid Construction Documents July 16 City Council award Construction Contract August 4 Issue Notice -to -Proceed August 5 Construction Starts August 12 TanJanet, we appreciate the opportunity to submit this proposal and look forward to working with you on this project Please do not hesitate to call should you have any questions or need to discuss this proposal further (ORGAN ASSOCIATES INC 501 ELM STREET DALLAS TEXAS 75202 Very truly yours, TEL 214 718 2000 PAX 214 651 8281 Corgan Associates, Inc. DALLAS FORT WORTH Louis Ylolf' Associate NEW YORK MIAMI LONDON p \98066\00\Al\DAU UT EXHIBIT B CAI Standard Billing Rates PlMCVATx IS Y3A i)0 3>g�tiSl s s7 IV�T MAMQMM i'AYi1il/ iM�CSi1RkTlE ' ^.�y��. ` �IpAI Y M,Z " °dMil< P< i4ilt PIIM IGN E' 's UP -,,, > � > ME,r � bt4 00 k' F7:R " 3a o of f <y4^y.>� ' RiF7NVs00 S'moo ItNTERNARMTOOVDIM I+INu MOO BPPPO T STA" $40 00 1 /9/97 Apr-08-98 110:51A 214-503-8899 P.01 DATE 1Mrvoo/vYl ,�`, PRODUCER McLaughlin/Brunson Insurance Agency THIS CERT7PCONFERS ISSUED AB A MATTER H INFORMATION HOLDER THIS ETIFICATE DOES NOT UPON E7IXNDAOR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW COMPANIES AFFORDING COVERAGE 10925 Estate Lane, #250 COMPANY Dallas, TX 75238 A Design Professionals Ins Co INSURED Corgan Associates, Inc OMPANY B 501 Elm Street Suite 500 COMPANY Dallas, Tx 75202-3334 COMPANY pp ## x g q� K 9 11 dq# Z$ II ,.1 R P4'E`Y-e.°^N$Sb n ak L GRAN THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN 18 SUBJECT TO ALL THE TERM8. EXCLUSIONS AND CONDITION88 OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS DA TYPE OP INSURIIIIFE POUCYNYMBEI POIJOYERE:TIVE 00EGAMIDWnq POUCYENPIMTION DATEPAMINUM UMITO GENERAL LIABILITY GENERALAGGREGATE S PFKXXI= COAIPIOPAGO _ S COMMERCIAL GENERAL UAEUTY PERSONN.BADVINJURY S CLAIMS MADE OCCUR EACH OCCURRENCE S OWNER B A OONTRAOTORS PROT .ERE DAMAGE Ww W I $ MED EXP (Any om S AUTOMOEIE LIABILITY 1 COMBINED SINGLE UMIT S ANYIWTO _ BODILY INJURY (Par PEloom S ALL OWNEDAUTCS SCHBOULEGAUT08 ��I BODILY INJURY ryorawlaerd) —ROPERTY S HIRED AUTOS NOMFOWNED AUTOS PROPERTYDAMAGE S GARAGE LIABILITY AUTO ONLY EA ACCIDENT S OTHER THAN AUTO ONLY ANY AUTO _ EACH ACCIDENT G AGGREGATE S E(CEDS LIAEUTV EACH OCCURRENCE S AGGREGATE S UMBRELLA FORM E OTHER THAN U FORM WORKERS COMPENBAIMON AND EMPLOYBFW LIABILITY EL EACH ACCIDENT S ELDELEASE POLICVUMR 8 THE PROPRIETOR INCL I ARTNP.RIVEXECUTNE OFFICERS ARE EXCL EL DISEASE EA EMPLOYEE 1 S OTHER AlProf Liability PL700643 12/11/96 12/11/99 $2,000,000 Claim/Agg DESCRIPTION OF CPBMTIONBILOCAnONLMNMMPecmL ITEMS The claims made professional liability coverage is the total aggregate limit for all claims presented within the policy period and is subject to a deductible E RECIEATION CENTER ADDIT O ¢q yyr� aVq SHOULD ANY OF THE ABOVE DESCRIBED POUCIPA BB CANCELLED MORE THE EMRATNDN DATE THUMP. THE ISSUING COMPANY WILL INDGVOR TO MAIL City of Denton -U_ DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT Attn : Tom Shaw BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OI JOAn 901 B Texas Street OF Y END UPO THS COMPANY ITS INTS OR ENTA Denton, TX 76201 •iL ndJDry+/ 391CC Ngo mu }f`Ap"s�Me�NmnT. 9Hu11MAP,SA3Yvn ��iln Y 1 A A A ry Jordan 8 4 C Insgrenee noy, In0- Box 993 inaton TS 76004 Corgen Asse iates, Zw- SO1 aim etr et Suite S00 Dallas TX 7 902 INDICATED, NOTYYfIHON5 ANUI! RR. Rw....`........._...-. _.. 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