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2016-021
FILE REFERENCE FORM 1 2016-021 X Additional File Exists Additional File Contains Records Not Public, According to the Public Records Act Other FILE(S) Date Initials First Amendment to Agreement - Ordinance 2016-221 08/02/16 JR ORDINANCE NO. 2O16-021 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT FOR ARCHITECTURAL, STRUCTURAL, MECHANICAL, AND ELECTRICAL DESIGN SERVICES IN SUPPORT OF THE DESIGN OF THE NEW CITY OF DENTON HOUSEHOLD CHEMICAL COLLECTIONS FACILITY TO BE LOCATED AT 1527 SOUTH MAYHILL ROAD; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 5906 AWARDED TO NELSON+ MORGAN ARCHITECTS, INC. IN THE NOT -TO -EXCEED AMOUNT OF $239,935. WHEREAS, The professional services provider (the "Provider) mentioned in this ordinance is being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed professional services; and WHEREAS, The fees under the proposed contract are fair and reasonable and are consistent with and not higher than the recommended practices and fees published by the professional associations applicable to the Provider's profession and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. That the City Manager is hereby authorized to enter into a professional service contract with Nelson+ Morgan Architects, to provide professional design services for the City of Denton Household Hazardous Waste Facility, a copy of which is attached hereto and incorporated by reference herein. SECTION 2. The City Manager is authorized to expend funds as required by the attached contract. SECTION 3. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 5906 to the City Manager of the City of Denton, Texas, or his designee. SECTION 4. The findings in the preamble of this ordinance are incorporated herein by reference. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the ' da of ��:�..� ; 2016. �m_____. CHRIS WATTS, N A : OR ATTEST: JENNIFER WALTERS, CITY SECRETARY PPITBURGESS, VED A �.11'0 LEGAL FORM: ANC"ICITY ATTORNEY BY:° CONTRACT #5906 PROFESSIONAL SERVICES AGREEMENT FOR ARCHITECT OR ENGINEER THIS AGREEMENT is made and entered into as of the 6th day of November, 2015, by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called "Owner" and Nelson+ Morgan Architects, Inc., with its corporate office at 2717 Wind River Lane, Ste 230, Denton, Texas 76210 hereinafter called "Design Professional," or "Architect" acting herein, by and through their duly authorized representatives. In consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: SECTION 1 EMPLOYMENT OF DESIGN PROFESSIONAL Basic Services: The Design Professional's Basic Services consist of those described in Section 1 and include usual and customary structural, mechanical, and electrical engineering services. Services not set forth in this Section 1 are Additional Services. The Owner hereby contracts with the Design Professional, a licensed Texas architect or engineer, as an independent contractor. The Design Professional hereby agrees to perform the services as described herein and in the Proposal, the General Conditions, and other attachments to this Agreement that are referenced in Section 3, in connection with the Project. The Project shall include, without limitation, professional architectural, structural, mechanical, and electrical design services in support of the design for the City of Denton Household Chemical Collections Building. The existing building will be relocated to a new location at the City of Denton site at 1527 S. Mayhill Road. The building is anticipated to be approximately 15,000 square feet, and shall be submitted for LEED certification — Silver level. The project shall be completed in five (5) separate phases: Phase 1 — Schematic Design Phase, Phase 2 — Design Development Phase, Phase 3 — Construction Documents Phase, Phase 4 — Bidding and Negotiations Phase, Phase 5 — Construction Administration Phase. Phase I — Information Gathering and Schematic Design, shall include the following: 1. Zoning/Platting Research — Design Professional will meet with the City of Denton to understand the constraints and parameters affecting the proposed sites. 2. Programming — Design Professional will meet with all appropriate parties to determine a preliminary program. The Architect shall review the program and other information furnished by the Owner, and shall review laws, codes, and regulations applicable to the Architect's services. The Architect shall prepare a preliminary evaluation of the Owner's program, schedule, budget for the Cost of the Work, Project site, and the proposed procurement or delivery method and other Initial Information, each in terms of the other, to ascertain the requirements of the Project. Page 1 Contract 5906 Household Chemical Collections Building Tau P F '11 MM1,411 M IMPORRIEN 1,N4JpAML*JV,114 3. Schematic Design — Based on the Project's requirements agreed upon with the Owner, the Architect shall prepare and present for the Owner's approval a preliminary design illustrating the scale and relationship of the Project components, Design Professional will continue to refine the Project components until they met the Owner's requirements. Based on the Owner's approval of the preliminary design, the Architect shall prepare Schematic Design Documents for the Owner's approval. The Schematic Design Documents shall consist of drawings and other documents including a site plan, if appropriate, and preliminary building plans, sections and elevations. Preliminary selections of major building systems and construction materials shall be noted on the drawings or described in writing. All services to be accomplished in this phase are outlined in AIA Document B 10 1 SP-2007, items 3.2.1.1-3.2.1.7. Preliminary Budget: The Architect's estimate of the Cost of the Work shall be based on current area, volume or similar conceptual estimating techniques. 5. The Architect shall submit the Schematic Design Documents, and the Sustainaty Plan prepared in accordance with AIA B 10 1 SP-2007 Section 3.2.1.1-3.2.1.7 and 3.3.1-3. 3.43 to the Owner, and shI,roval. 6. Pre -Design application Submission — Design Professional will submit to the City of Denton planning department a conceptual site plan and questions to the City. These plans and questions will be reviewed by the Owner in advance of the Pre -application Conference. With the following deliverables: D 1. Code and Zoning Research Report D2. Schematic Design Package D3. Pre -application Package Estimated completion time: 30 days from notice of award. IIRI�` MIMI ................ I 2.a. Based on the Owner's approval of the Schematic Design Documents and the Sustainability Plan, and on the Owner's authorization of any adjustments in the Project requirements and the budget for the Cost of the Work, the Architect shall prepare Design Development Documents for the Owner's approval. The Design Development Documents shall illustrate and describe the development of the approved Schematic Design Documents and shall consist of drawings and other documents including plans, sections, elevations, typical construction details, and diagrammatic layouts of building systems to fix and describe the size and character of the Project as to architectural, structural, mechanical and electrical systems, and such other elements as may be appropriate. The Design Development Documents shall also include outline specifications that identify major materials and systems and establish in general their quIlity levels. Page 2 Contract 5906 Household Chernical Collections Building 2.c. The Architect shall submit the Design Development Documents to the Owner, advise the Owner of any adjustments to the estimate of the Cost of the Work or the Sustainability Plan, and request the Owner's approval. III Phase 3 — Construction Documents hall include the folloALn 3.a. Based on the Owner's approval of the Design Development Documents, and on the Owner's authorization of any adjustments in the Project requirements, the budget for the Cost of the Work and the Sustainability Plan, the Architect shall prepare Construction Documents for the Owner's approval. The Construction Documents shall illustrate and describe the further development of the approved Design Development Documents and shall consist of Drawings and Specifications setting forth in detail the quality levels of materials and systems and other requirements for the construction of the Work. The Owner and Architect acknowledge that in order to construct the Work the Contractor will provide additional information, including Shop Drawings, Product Data, Samples and other similar submittals, which the Architect shall review in accordance with item 5b (submittals). 3.b. The Architect shall incorporate into the Construction Documents the design requirements of the Owner and the requirements of the governmental authorities having jurisdiction over the Proj ect. 3.c. During the development of the Construction Documents the Architect may assist the Owner in the development and preparation of (1) bidding and procurement information that describes the time, place and conditions of bidding, including bidding or proposal forms; (2) the form of agreement between the Owner and Contractor; (3) the Conditions of the Contract for Construction (General, Supplementary and other Conditions); and (4) the Sustainability Plan, The Architect shall compile a project manual that includes the Conditions of the Contract for Construction and Specifications and may include bidding requirements and sample forms. 3.d. The Architect shall update the estimate for the Cost of the Work. The Architect will send the 75% CD Package to a third party cost estimator for an updated construction cost estimate. 3.e. The Architect shall submit the Construction Documents to the Owner, advise the Owner of any adjustments to the estimate of the Cost of the Work or the Sustainability Plan, take any Page 3 Contract 5906 Household Chemical Collections Building Cost of the Work exceeds the Owner's budget for the C st of the Work, the Architect sh make appropriate recommendations to the Owner to adjust the Project's size, quality or budg for the Cost of the Work, and the Owner shall cooperate with the Architect in making su adjustments, If. Upon the Owner approval 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. Owner is hereby informed that governmental authorities may issue interpretations of applicable codes, statutes, and ordinances and other aAd�il :,v rumn il-, n �-f,�uirements during the term of this ajyr�m ri�h �imi g of which are beyond the control of the architect and which may cause owner to incur additional unforeseen project costs and/or delays. Architect shall not be responsible for such unforeseen costs and/or delays. The Architect shall submit the construction set for permit. All fees and costs associated with the permit application process will be paid by the Owner. With the following deliverables: D5. 50% Progress Set Progress Set D7. Construction Cost Estimate D8. Construction Documents Packa D9. Building Permit Approval I Phase 4 - Bidslir e e ilLgo: gg-,Li�Rdi N�t�� shall ing hidthfollow Following the Owner's approval of the Construction Documents, the Architect shall assist the Owner in the following: 4.a. Distribution of Documents — Design Professional will aid in the distribution of documents to potential bidders in electronic format. 4.b. Pre -Bid Conference and Tour — Design Professional will assist in administering a conference and tour of the site for prospective bidders. N clarification if necessary in the form of Addenda. 4.4. Evaluation of Bids - Once bids are received and opened by the City, Design Professional will aid in the evaluation of the bidders. Page 4 Contract 5906 Household Chemical Collections Building AIA Document A201-2007 SP, or use a different form, those modifications shall not affect th4 Architect's services under this Agreement unless the Owner and the Architect amend this Agreement, 5.a. The Architect shall advise and consult with the Owner during the Construction Phase Services. The Architect shall have authority to act on behalf of the Owner only to the extent provided in this Agreement. The Architect shall not have control over, charge of, or responsibility for the construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, nor shall the Architect be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect shall be responsible for the Architect's negligent acts or omissions, but shall not have control over or charge of, and shall not be responsible for, acts or omissions of the Contractor or of any other persons or entities performing portions of the Work. 5.b. Construction Administration — Design Professional will attend weekly meetings duri construction, produce Field Observation reports, review submittals, produce responses to Requests for Information, and respond in a professional manner as needed during the construction process. Services in this phase are defined in AIA Document BI 0 1 SP-2007 3.2 and in AIA Document A201 SP-2007. Estimated completion time for construction is anticipated to take approximately 12 months: The Architect's responsibility to provide Construction Phase Services commences with the award of the Contract for Construction and terminates on the date the Architect issues the final Certificate for Payment, LEER Certification Consultant Services Sustainability Services: The City of Denton desires to have this facility rated at a "silver" level or better under the USGBC LEED Building Design and Construction criteria (NC 2009). LEED NC 2009 requires a minimum of 50 points for Silver level certification. T he project will be, submitted for LEED certification — Silver level. Assuming that the final USGBC review yields a minimum of 50 points, City of Denton can expect receive a LEED 2009 NC Silver level certification for the Household Chemical Collections Facility. The Architect will retain the services of a LEED Certified sub -consultant to provide services necessary help the project achieve a "silver" level or better under the USGBC LEED Building Design and Construction criteria (NC 2009), The architect and it's sub consultants do not guarantee LEED certification or a particular level of certification. Although the architect and it's sub -consultants have determined the likelihood of achieving certain credits and final certification, conditions beyond the control the architect and sub -consultants may prohibit the final acceptance by the USBGC Sustainability Certification Agreements: The anticipated Sustainable Objective set forth above includes a Sustainability Certification. The Architect shall provide the Owner with copies of all agreements required by the Certifying Authority to register the Project and pursue the Sustainability Certification. The Owner and Architect will review and confirm that the terms of those agreements are acceptable to the Owner before moving forward with the Sustainability Services under Section 3.3. The Owner agrees to execute all documents required by the Certifying Authority to be executed by the Owner, including any documentation Page 5 Contract 5906 Household Chernical Collections Building M010 131 Ell, I I 1 11 MANXIORMHUM14,111 I 11MVI U, Q IRA LEED Project Administration Services $ 25 �920.00 USGBC Project Registration Fee $_ 1,440.00 00.0 ' '' " 0 FEET) Enemy Modeling Services $_�U"A00-0 LEER Commissioning Services t.533(f),) Estimated completion time: The final application and accreditation shall be completed as expeditiously as possible upon project completion. INS II I IIFIII 1111111111 11 111 11111111 1 1111 11111 111 IN "MIN the Owner. Scope of Work Provided by the Client 1. Topographical and Boundary surveys 2. Geotechnical Investigation and Report 3. Soil Investigation if required 4. Texas Accessibility Standard Plan Review and Post -construction Inspection 5. Construction Observation and Materials Testing 6. Platting services 1. Re -designs, new designs, meetings and other costs related to significant changes in scope of work or significant changes to approved designs. This includes work and meetings required to incorporate value engineering items. 2. Work in or adjacent to an existing FEMA flood plain, design services necessary to establish a base flood elevation (BFE), flood plain permitting or flood plain mapping. 3. Non -gravity storm sewer or sanitary sewer systems (systems requiring pump design, i.e. lift stations). 4. Public water or sewer system improvements beyond service connections and any off -site work, 7�757,TV"PI-PUM=7 appilcation preparation or cirawings 6. Traffic Impact Studies 7. TxDO T Permits 8. Zoning change requests 9. Retaining wall design 10. Environmental site assessments Page 6 Contract 5906 Household Chemical Collections Building I I . Site features and amenities outside of bung footprint and not directly attached to the Building. 12, Currently unidentified specialty electrical, lighting or communication systems, including voice and data, audio/visual, security, or other low voltage electronic systems 13. Design of franchise utilities (gas, electric, telephone, and cable television) WM Contract 5906 Household Chemical Collections Building Professional fees for items identified above in Section 1, Basic Services is currently calculated at a total fee of SEVEN and ONE HALF percent (7.5%) of the final Construction Cost of the Project. Progress payments for Basic Services shall be paid upon satisfactorily completion of tasks for the Project. The fee paid to the Architect for these services is currently calculated as at rate of the cost of construction, plus reimbursable expenses. Provided the actual construction costs exceed or are lower than the original estimated amount, the contract sum shall be adjusted to the final total cost of construction of the projec agfeeable-ehange4e4he and process a duly executed amendment to the contract and change order to the purchase order. 2.1.1 PHASE 1 - For Basic Services the total compensation shall be $ 34,947.75 2.1.2 PHASE 2 - For Basic Services the total compensation shall be $ 41,937.30 2.1.3 PHASE 3 - For Basic Services the total compensation shall be $ 34,947.75 2.1.4 PHASE 4 - For Basic Services the total compensation shall be $ 6,989.55 PHASEBasic Services the total compensation shall be $ 20,968.65 S UB-TOTAL —BASIC SERVICES $112.72 LEED Project Administration Services $25,920.00 USGBC Project Registration Fee $ 1,440.00 USGBC Review Fee $ 3,600.00 LEED Energy Modeling Services $ 9,840.00 LEED Commissioning Services $15,360.00 SUB -TOTAL: $';KJ40,09 2.3 Civil Engineering: Concept Site Plan Development $ 4,200.00 Pre -Application Submittal $ 690.00 Site Civil Plans $19,800.00 Construction Period Services $ 5,400,00 SUB -TOTAL Laam= Page 8 Contnict 5906 Household Chemical Collections Building For the Cost Consulting services, the Owner shall compensate the Architect a total of Eight -Thousand, Eight Hundred and Ninety Four Dollars ($8,894.00). Compensation is based on a stipulated sum. The services shall be compensated in accordance with the schedule set forth below: Design Development Phase Construction Documents Phase $ 4,284J)0 $ 4,610,00 IJA21 IN 2.5 REIMBURSABLE EXPENSES Reimbursable Expenses are expenses incurred by the Design Professional, the Design Professional's employees and consultants in the interest of the Project as defined in the General Conditions but not to exceed the stated total without the prior written approval of the Owner.g EKWMkTotal Lk � 2.6 ADDITIONAL SERVICES Compensation for Additional Services is stated below. The hourly billing rates for services of the Architect and the Architect's consultants, if any, are set forth below, The rates shall be adjusted in accordance with the Architect's and Architect's consultants' normal review practices. Architect: Principal $150.00/hour Project Manager $87.50/hour Registered Architect $87.50/hour Expert Testimony $400/hour Associates $85.00 /hour Staff /Intern Architect /CAD -Drafter $77.50/hour Secretarial or Processing $42.50/hour Consultants: Cost plus 20%. Exact rates to be determined as needed. Compensation for Additional Services of outside consultants, including additional engineering services shall be negotiated prior to delivery of the actual service. All additional services shall receive a 20% mark-up for handling and coordination. Page 9 Contract 5906 Household Chemical Collections Building SECTION 3 ENTIRE AGREEMENT This Agreement includes this executed agreement and the following documents all of which are attached hereto and made a part hereof by reference as if fully set forth herein: City of Denton General Conditions to Agreement for Architectural or Engineering Services. 2. Attachment A -The Design Professional's Proposal, Project Schedule, and Pricing Attachments B — Awarded Contractor's documentation, including W-9 form, and Conflict of Interest documentation. 4. Attachment C — Awarded Contractor's certificate of insurance documentation. This Agreement is signed by the parties hereto effective as of the date first above written. CITY OF DENTON a BY° .� a GEORGE C. CAMPBELL CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY BY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY NELSON + MORGAN ARCHITECTS, INC. DN .N T'N , TEXAS B) A -� N�11:' N_..SON, ARCHITECT (SIGNATURE) WITNESS. Page 10 Contract 5906 Household Chemical Collections Building FAT rp. TZ TIIl TA, k MIA oil I MOM =11 I In - "D W, CITY OF DENTON GENERAL CONDITIONS TO AGREWMENT FOR ARCHITECTURAL OR ENGIINEERING SERVICES ARTICLEL ARCHITEC`r OR ENGINEER'S RESPONSIBILITIES IJ The Architect or EngineLes services consist orthose services for the Project (as defined in the agreement (the "Agreement') and proposal (the "Proposal") to which these General Conditions are attached) performed by the Architect or Engineer (hereinafter called the "Design Pralessionall") or Desip ,p professional's employees and consultants as, enumerated in Articles 2 and 3 of these General Conditions as modified by the Agreement and Proposal (the "Services"). 11 1he Design Praressional will perform all Services as an independent contractor to the prevailing prafessional standards consistent with the level of care and *ifl ordinarily exercised by members or thesanne profession currently practicing in the same locality under similar condifiom, includingreasonable, infornied judgments, and prompt timely actions (the "Dep grec of Care"). The Services shall be performed as expeditiously as is consistent with the Degree of Care necessary for the orderly progress ofthe Project. Upon request ofthe Owner, the Design Professional shall submit for the Ownees approval a schedule for the performance offlie Services which maybe a4 justed as the Project proceeds, and shall include allowances fbr periods offirne required for the Owner's review and :fair approval of submissions by authorities having jurisdiction over the Project. Time limits established by this schedule and approved by the Owner shall not except for reasonable cause, be exceeded by the Design INofessional or, Owneir, and any adjustments to this schedule shall be mutually acceptable to both parties. ARTICLE , 2 SCOPE OF BASIC SERVICES 2.1 BASIC SERVICES DEF41NED 'the Design Professional's Basic Services consist ofthose described in Sections 2.2 through 2.6 ofthese General Conditions and include without firnitation normal structural, civil, mechanical and electrical engineering services and arty other engineering services necessary to produce a complete and accurate set of Construction Documents, as described by and required in Section 2.4. The Basic Services may be modified by the Agreement. 2.2 SCHEMATIC DESIGNPHASE 21.1 The Design Professional, in consultation with the Owner-, shall develop a written program for the Project to ascertain Ownees needs and to establish The requirements for the project. 2.2.2 The Design Professional shall provide a preliminary evaluation of the Owner's program, construction schedule and construction budget requirement-,, each in terms of the other, subject to the limitations set. forda in Subsection 5.2.1.. 2.2.3 The Design Professional shall review with the Owner alternative approaches to design and construction off the Project. 2.2.4 Based on the unuttially agreed -upon program, schedule and construction budget requirements, the Design Professional shall prepare, for approval by the Owner, Schematic Design Documents consisting of drawings and other documents illustrating the scale and relationship orProJect components. The Schematic Design shall contemplate compliance with all applicable laws, statutes, ordinances, codes and regulations. 2.2.5 The Design Professional 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 involve(] in constructing the project and establishes an chapscd time factor for the period of tame; from the commencement to the completion of construction. 23 DESIGN DEVELOPMENTPHASE 2.3.1 Based on the approved Schematic Design Documents and arty adjustments authorized by the Owner in the program, schedule or construction budget, the Design Proliessional shall prepare for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe the size and character ol'the Project as to architectural, structural, mechanical and electrical systems, materials andsuch other elements as may be appropriate, which shall comply with all applicable laws, statutes, ordinances, codes and regulations. Notwithstanding Owners approval or the documents, Desitpi Professional represents that the Wcuments and specifications will be sufficient and adequate toluffill the purposes of the lvqjcct. 231 The Design Proibsslonal shall advise the owner or any adjustment,,, to the preliminary estimate of Construction Cost in a further Detailed Statement as described in Section 2.2.5. 2.4 C.'ONSTRUC711ON DOCUMENTS PHASE 2.4.1 Based on the approved Desip ,,n Development Documents and any flarther a4justments in the scope or quafity ofthe Project or in the construction budget authorized by the Owner, the Design Professional shall prepare, for approval by the Owner, Construction Documents consisting of Drawings and Speclfications setting forth in detail requirements :for The construction of the Project, which shall comply with all applicable laws, statutes, ordinances, codes and regulations. 2.4.2 The Design Professional shall assist the Owner in the preparation of the necessau bidding or procurement information, bidding or procurement forms, the Conditions ofthe contract, and the fimn of agreement between the Owner and contractor. 2.43 The Design.Professional shall advise the Owner ofany adjustments to previous preliminary estimates of Construction Cost indicated by changes in requirements; or general market conditions, 2.4.4 The Design Professional shall assist the Owner in connection with the Owners responsibility for filing documents required for the approval ot'governmental authorities havfingjuriscliction overthe Project. 15 CONSTRUCTION CONFRACT PRO(IJREMENT 15.1 The Design Professional, following the Ownces approval of the Construction Documents and of the latest preliminary detailed estimate of Construction Cost, shall assist the Owner in procuring a construction contract for the Project through any procurement method that is legally applicable to the project including without .Page I I Contract 59061-10usehold Chemical Collections Building finnitation, the competitive scaled bidding process. Alfhou gh the Owner will consider the advice of the Design Professional, the award of the constr not ion coi itract is in the sole discretion of the Owner, 2.5.2 If the construLtion contract amourilfor the Project exceeds the total construction cost of the .Project as set forth in the approved Detailed Statement of Probable Constriction Costs or the Project submitted by the DcsA&m Professional, then the Design Professional, at its sole cost and expense, will revise the Construction Documents as may be required by the Owner 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, 2.6 CONSTRUCTION PHASE - ADMINISTRATION OF HE CON STRtX-'TION CONTRA' 16.1 The Design Professional's responsibility to provide Basic Services for the Construction Phase tinder this Agreement commences with the award of Contract for Construction and terminates at the issuance to the Owtier of final Certificate :for Payment, unless extended under the tenris of Subsection &3.2. 2.6.2 The Design Professional shall provide detailed administration of the Contract for Construction as set forth below. For design professionals the administration shall also be in accordance with AIA document A20 1, General Conditions of the Contract for Constmetion, current as of the date of the Agreement as may be ,intended by the City ofDent )in special conditions, unless otherwise provided in the Agreement. For enpjncenis the aditunish-ation shall also be in accordance with the Standard Specifications :for Public Works Construction by the North Central Texas Council ol'Governments, current as orthe date ofthe Agreement, unless otherwise provided in the Agreement.. 2.6.3 Construction Phase duties, responsibilities and limitations of authority of the Design Professionat shatl not be restricted, modified or extended without written agreement of the Owner and Design Professional. 16A The Design professional shall be a representative of and shall advise and consult with the Owner (1) during construction, and (2) at the Owner's direction From time to time during the correction, or peri od riod described in the Contract for Constriction. The Design Profos%ionalshall have authority to act on behalf" ofthe Owner only to the extent provided ion the Agreement and these Genend Conditions, unless otherwise modified by written instrument. 2.0.5 The Design Professional shall observe the construction site at least one time a week, while construction is in progress, and as reasonably necessary while construction is net in progress, to become familiar with the progress and quality of the work completed arid to determine if work is being pertbrined 41 a manner indicating that the work when completed will be in substantial accordance with the Contract Documents. Design Professional shall provide Owner a. written report subsequent to each oil -site visit. On the basis of on., site observations the Design Professional -hall keep the Owner informed of the progress and quality of the work, and shall exercise the Degree of Care and diligence in discovering and promptly reporting to the Owner any observable defects or deficiencies in the work of Contractor or any subcontractors. The Design Professional represents that fie will Follow Degice of Care in performing all Services under the A�Y.ecment. The Design Professional shad promptly correct any defective designs or specifications flintished by the Design Professional at no cost to the Owner. 'the Owner's approval, accep. tance, use or or payment for all or any part of the Design Professional's Services hereunder or of the project itself shall in no way after the Designs professional's obligations or the Owner's rights hereunder. 16.6 'the Design Professional 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 DesiLm. Professional 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 froin Design Professional's negligent acts or ornis. sions, The Design Professional shall not have control over or charge of acts or omissions of the Contractor, ia. ubcontractors,, orth6r agents or employees, or of any (Aher persons porlbrining portions ofthe work, 2.&7 The Design Professional shall at all times have access to the work wherever it is in preparation or progress. 2.6A Except as may otherwise be provided in the Contra of Documents or when direct communications have been specially authorized, the Owner and Contractor shad cornmumcate through the Design Professional. Commu6cations by and with the Design Professional's consiultants, shall be throughthe Design Professional, 2.6.9 used on the Design Professional's observations at the site of the work and evaluations of the Contractor's Applications for Payment, the Desipm Professional shall review and certify the amounts due the Contractor, 2.6.10 Tfic Design Professional's certification for payment shall constitute a representation to the Owner, based on the Design Professional 's observations at the site as provided in Subsection 2,6.5 and on the data comprising the Contractor's Application ror Payment, that the work has progressed to the point indicated and that the quality of the Work. is in accordance with the Contract Docurnents. The foregoing representations are subject to minor deviations, from the Contract Documents, cor- rectable prior to completion and to specific qualificati(xv, expressed by the Design Professional. The issuance or a Certificate for Payment shall further constitute a representation that the Conti -actor is entitled to payment in the aniount certified. However, the issuance of Certificate for Payment shall not, be a representation that the Design Wofessional has (1) reviewed consfruction means, methods, techniques, sequences or procedures, or (2) ascertained how or for what purpose the Contractor has used money previously paid on account ofthe Contract Sum, 16.11 The Design Professional shall have the responsibility and authority to re ' I . ect work which does not conform to the Contract Documents. Whenever the Design Professional considers it necessary or advisable for ii-nplementation ofthe intent of the Contract Documents, the Design Professional will have authority to require additional inspection or testing or the work in accordance with the provisions of the Contract Documents, whether or not such Work is fitbrieated, installed or completed. I lowever, neither this authority of Design Professional nor at decision made i ia good faith either to exercise or not exercise such authority shall give rise to a duty or responsibility of the Design Professional to the Contractor, Subcontractors, iriateriall and equipment suppliers, their agents or employees or other persons performing portions of the work. 16.12 The Design Professional 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) determining compliance with applicable laws, statutes, ordinances and codes; and (2) dekniiining whether or not the work, when completed, will be in compliance with the requirements of the Contract. Documents. The Design Professional shall act with such reason able promptness to Can se no delay in the work or in the construction of the Owner or of separate contractors, while allowing sufficient time in the Design Professional's professional judgrnent 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 arid quantities or for substantiating instructions for installation or performance of equipment or systems designed by the Contractor, all of which remain the responsibility of Contractor to the extent required by the Contract Documents. The Design Professional's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Design Professional, of" construction iticans, methods, techniques, sequences or procedures. The Design Professional's approval of specific itenishaH not indicate approval ofanassembly of which the item is a component. When professional cerfirication of performance characteristics Page 12 Contract 906 Household Chemical Collections Building of materials, systems or equipment is required by the Contract Documents, the Design Praressional shall be entitled to rely upon such certification to establish that tire materials, systems or equipment will meet the performance criteria required by the Contract Documents. 2.6-13 'Fhe Design Rofessional shall prepare Change Orders and Construction Change Directives, with supporting documentation and data if deemed necessary by the Design Professional as provided in Subsections 3. 1.1 and 33.3, fbr the Owner's approval and execution in accordance with the Contract Documents, and may authorize minor changes in the work not involving an a4justment in the Contract Sum or an extension of ContractTime which are not inconsistent with the intent of the Contract Document& 2.6.14 On behall'of the Owner, the Design Professional shall conduct inspections to determine the dates of Substantial Completion and Final Completion, and if requested by the Owner shall issue Certificates of Substantial and Final Completion. The Design Professional will receive and review written guarantees and related documents required by the Contract for Construction to be assembled by the Contractor and shall issue a final certificate for Payment upon compliance with the requirements of the Contract Documents. 2.6.15 The Design Professional shall untcrpret and provide reconintendations on matters concerning performance arthe Owner and Contractor under the requirement- orthe Contract Documents on written request of either the Owner or Contractor. The Design Professional's response to such request-, shall be made with reasonable promptness and within any time limits agreed upon. 2.6.16 Interpretations and decisions of the Design Professional 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 Design Profe.,,,sional shall endeavor to secure faithfill performance by both Owner and Contractor, and shall not be liable for results or interpretations or decisions so rendered in good faith in accordance with all the provisions ofthis Agreement and in the absence of negligence. 2.6..17 The Design Professional shall render written decisions within a reasonable time OD 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. 2.6.18 The Design Professional (1) shall render services under the Agreement in accordance with the Degree of Care; (2.) will reimburse the Owner flor all damages caused by the defective designs the Design Professional prepares, and (3) by acknowledging payment by the Owner of any fees due, sl iall not be released from any rights the Owner may have under the Agreement or diminish any of the Design Proressionat's obligations thereunder. 2.6.19 The Design Professional shall provide tire Owner with one set of Instruments of Service issued for construction to the Owner in electronic form, called Electronic Drawings Files (PDF Format), for purposes ofreFerence, coordination, and/or.facility management only. 'these Mes will be updated showingany significant. documented changes received from the General Contractor to the Construction Documents during the Construction Phase. AKrICLE 3 ADDITIONAL SERVICES 3.1 GENERAL 11.1 The services described in this Article 3 are not included in Basic Services unless so identified in the Agreement or Proposal, and they shall be paid for by the Owner as provided in the Agreement, in addition to the compensation for Basic Services. The services described under Sections 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 Section 3.3 are required due to circumstances beyond the Design. Professional's control, the Design Professional shall notify the Owner in writing and shall not commence such additional services until it receives written approval from the Owner to proceed. Ifthe Owner indicates in writing that all or part of such Contingent Additional Services is not required, the Design Professional shall have no obligation to provide those services. Owner will be responsible for compensating the Design Professional for Contingent Additional. Services only if' they are not required due to the negligence or fault oFDesign Professional. 3.2 PROJI.X7 REPRESENTATION BEYOND BASIC SERVICES 3.2.1 If more extensive representation at the site than is described in Subsection 2.6.5 is required, the Design Professional shall provide one or more Project Representatives to assist in can - ping out such additionat on -site responsibilities., . 3.2.2 Project Representatives shall be selected, employed and directed by the Design Professional, and the Design Professional shall be compensated therefor its agreed by the Owner and Design. Professional. 3.3 CONTINGENT ADDITIONAL SERVICES 3.3.1 Making material revisions in Drawings, Specifications or other docurnents 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 off the Owner's failure to render decision in a timely manner, 3.3.2 Providing services required because of'significant changes nnthe Project including, but not limited to, size, quality, complexity, or the Owner's schedule, except for services required under Subsection 2.5.2. 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 furnishing services required in connection vviffi the replacement of such work. N� Contract 5906 tRyusehold Chemical Collections Building 3-3.5 Providing services made necessary by the default orthe Contractor, by major defects or deficiencies in the work ofthe Contractor, or by failure orperformance of either the Owner or Contractor under the Contract for' Construction 33.6 Providing services in evaluating an extensive number ofdanris submitted by the Contractor or others in connection with the work. 3-3.7 Providing services in connection with a public hearing arbitiation proceeding or legal proceeding except where the Design Professional is party thereto. 3.3.8 Providing services in addition to those required by Article 2 for preparing documents for alternate, separate or sequential bids or providing services in connection with bidding or consuruLtion prior to the completion of Construction Documents Phase. 3-3.9 Notwithstanding anything contained in the AW. cement, Proposal or these General Conditions to the contrary, all services described in this Article 3 that are caused or necessitated in whole or in part due to the negligent act or omission of7the Design Professional shall be performed by the Design Professional as a part ofthe Basic Service, under the Agreement with no additional compensation above and beyond the compensation due the Design Fhofessional for the Basic Services. The intervening or concurrent negligence of Owner shall not limit the Design Professional's obligations undertins Subsection 3.3.9. 3.4 OPTIONAL ADDITIONAL SERVICES .ES Providing financial feasibility or other special studies. 3.4.2 Providing planning 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. 3.4.4 Providing services relative to future facilities, systems and equipment 3.4.5 Providing services to investigate existing conditions or facilities orto make measured drawings thereof. 3.4.6 Providing services to verify the accuracy of drawings or other information furnished by the Owner. 3.4.3 providing coordination of construction performed by separate contractors or by the Owlices own forces and coordination of services required in connection with construction performed and equipment supplied by the Owner. 3.4.8 Providing detailed quantity surveys or inventories of materkti, equipment and labor. 3.4.9 Providing analyses of operating and maintenance costs. 3AA0 Maklng investigations, inventories of matcrials or equipment, or valuafioms and detailed appraisals of'existing facilities, 3.4.12 Providing assistance in the taffization of equipment or systems such as testing, adjusting and b4dancing, preparation of operation and maintenance manulds, training personnel for operation and maintenance and consu huflion during operation, 3.4.13 Providing interior design and similar services required for or in connection with the selection, procurement or installation of furniture, furnishings and related equipinaent, 3.4.14 Providing services other than as provided in Section 2.6.4, after issuance to the Owner of the funal Certificate for Payment and expiration of the Warranty period of the Contract for Construction 3.4.15 Providing services of consultants .for other than architectural, civil, structural, mechanical and electrical engineering portions of the Project provided as a part of Basic Services, 3.4.16 Providing any other services not otherwise included in this Agreement or not, customarily furnished in accordance with generally accepted architectural practice, 3.4.17 Preparing a set of reproducible record drawings in addition to those required by Subsection 2.6.1.9, showing significant changes in the work, made during con. struction based on marked -up Prints, drawings and other data furnished by the Contractor to the Design Professkmal. 3.4.18 Notwithstanding anything contained in the Agreement, proposal or these General Conditions to the contrary, all services described in this Article 3 that are caused or necessitated in whole or in part due to the negligent act or omission of die Design Professional shall be performed by the Design Profbssionsd as a pint of Basic Services under the Agreement with no additional compensation above and beyond the cornpenmfion due the Design Professional for tine Basic Services. The intervening or concurrent negligence of the Owner shall not firrut the Design Professional's obligations under this Subsection 3.4.18. AIMCLE4 OWNER'SRESPONSIBILITIES 4.1 The Owner shall consult with the Design Professional regarding requirements for the Prcjcct, including (1) the Owner's objectives, (2) schedule and design constraints and criteria, including space requirements and relationships, flexibifity, expendability, special equipment, systems and site requirements, as more speci.- fically described in Subsection 2.2. L ,L2 The Owner shall establish and update an overall budget for the Project, including the Construction Cost, the Owner's other costs and reasonable contingencies related to all of these costs. 4.3 lfrequested by the Design Professional, the Owner shall furnish evidence that financial arrangements have been made to Milli the Owner's obligations tinder this Agreement. Page 14 Contract 59061-louschold Chemical Collections .Building 4.4 The Ownershall 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 tiniely manner penahung to docurnents; submitted by the Design Professional in order to avoid unreasonable delay in the orderly and sequential progress ofthe Design Professional's services, 4.5 Where applicable, the Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site ofthe Project, and a written legal description ofthe site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, paveincrits and adjoining property and structures; adjacent drainage; rights -of -way, restrictions, casements, encroachments, zoning, deed restrictions, boundaries and contour-, ofthe site; locations, dimensions and necessary data pertaining to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a prcJ ect benchr narL 4.6 Where applicable, the Owner shall fitmish the services of7geotechnical engineers when such services are requested by the Design Professional. Such services may include but are not limited to test borings, test pits, determinations of sort hearing values, percolation tests, evaluations ofhazardous materials, ground corrosion and re- sistivity 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 ofthe Project and are requested by the Design Professiorial and are not retained by the Design Professional as part of its Basic Services or Additional Services, 4.7 When not a part of the Additional Services, 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. 4.8 'Me 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 behatfol'the owner, 4.9 The services, mformatfin, survey.,, and reports required by Owner under Sections 4.5 through 4.8 shall be furnished at the Owner's expense, and the Design Professional shall be entitled to rely upon the accuracy and completeness thereof in the absence of any negligence on the part ofthe Design Professional. 4.10 The Owner shall give prompt written notice to the Design Professional if the Owner becomes aware of any fault or defect in the Project or rionconflonnance with the Contract Documents. 4AI Design Professional shall propose language :For certificates or certifications to be requested ordic Design Professional or Design Professional's consultants and shall submit such to the Owner for review and approval at least fourteen (14) days prior to execution. ThcOwner agrees not, to request certifications that would require knowledge or services beyond the scope ofthe Agreement. ARTICLE 5 COMSTRIX710N COST' 5J MNSTRIX ITION :'(DST' DEFINED 5.1A The Construction Cost shall be the total cost or estimated cost to the Owner of elements of the 11roJeddesigned or specified by the Design Professional. 5.1.2 no Construction Cost shall include the cost at current market rates or labor and materials furnished by the Owner and equipment designed, specified, selected or specialty provided for by the Design Professional, plus a reasonable allowance for the Contractor's overhead and profit. In addition, it reasonable allowance for con. thigencies shall be included for market conditions at the time of bidding and for changes in the work during construction. 5.1.3 Construction Cost does not include the compensation of the Design Professional and Design Professional's consultants, the costs of the land, rights -of -way, financing or other costs which are the responsibility of owner as provided in Article 4. 5.2 RE, SPONSIBILITY FOR CONSTRUMON COST 51.1 Evaluations, of the Owner's Prqjmt budget, preliminary estimates of Construction Cost and detailed estimates of Construction Cost prepared by the Design Professional represent the Design Professional's best judgment as a design profmsional fairruhar with the coustruction industry. It is recognized, however, that neither the Design Professional 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 Design Professional cannot and does not wan -ant or represent that bids or cost proposals will not vary from the Owner's Project budget or fromany estimate of C onstruction Cost or evaluation prepared or agreed to by the Design Professional. 5.2.2 No fixed limit of Construction Cost shall be established as a condition of the Agreement by the furtuslung, proposal or establishment of a Project budget, unless such fixed limit has been agreed upon in writing and signed by the parties thereto. 11'such a fixed limit has been established, the Design Profe'ssiorlxd shall be permitted to include contingencies for design, bidding and price escalation, to determine what materials, equipment, component systems and types ofconstruction are to be included in the Contract Documents, to nii&c reasonable adjustments in the scope ofthe Project and to include in the Conti -act Documents alternate bids to adjust the Construction Cost tothe fixed limit. Fixed limits, if any, shall be nx Teased in the amount of art increase in the Contract Sum occuni rig alter execution of Contract for Construction 5.2.3 If the Procurement Phase has not commenced within 90 days after the Design Professional submits the Construction Documents to the Owner, any Project budget or fixed limit of Construction Cost shall be adjusted to reflect changes in the general level of prices in the construction industry between the date of submission ofthe Construction Documents to the Owner and the date on which proposals are sought. ARTICLE 6 OWNERSHIP AND USE OF DOCUMENTS 6A 'I'he Drawhigs, Specifications and other documents prepared by the Design Professional for- this Project are instruments of the Design Professional's service and shall become the property ofthe Owner upon terminabon or completion of the Agreement. The Design professional is entitled to retain copies of all such documents. Such documents are intended only be applicable to this Project, and Owner's use of such documents in other projects shall be at Owner's sole risk and expense. In the event the Page V 5 Contmct 5906 Household Chemical Collections Budding Owner uses any ofthe inibrmation or materials developed pursuant to tire Agreement in another project or lbr other purposes than are specified in the Agreement, the Desip gn 11raressional is released from any and all liability Mating to their use in that. project 6.2 Submission or dishibution ofdocuments to meet offickil regulatcryrequirements or for simflarpurposes in connection with the project is not to be construed as publication in derogiftion ofthe Design Professional's reserved rights. AWFICLE7 TERMINXHON, SUSPENSION OR ABANI)ONMENT M 11te Design. Professional may terminate the Agreement upon not less than thirty days written notice should the Owner fail substantially to perform in accordance with the (aims of the Agreement throup gh no fault of the Design Professional. Owner may terminate the Agreement or any phasc thereof' with or without cause upon thirty (30) days prior written notice to the Design professional. All work and tabor being performed under the Agreement shall cease immediately upon Design Professional's receipt of'such notice Before the end ofthe thirty (30) day period, Desipi professional shall invoice the Owner for all work it satisfactorily performed prior to the receipt of such notice. No amount shall be due for lost or anticipated profits. All plans, field surveys, and other data related to the Project shall become property ofthe Owner upon termination ofthe Agreement, and shall be promptly delivered to the Owner in a reasonably orga nized form, Should Owner subsequently contract. with a new Design Professional for continuation afservices on the ProJ eel., Design Professional shall cooperate in providing intbrrinafion, 71 Ifthe Pioject is suspended by the Owner for more than 30 consecutive days, the Design Professional shall be compensated for services satisfactorily performed prior to notice of such suspension. When [he Project is resumed, the Desi V� Professional's compensation shall be equitably adjusted to provide for expenses incurred in the interruption and resumption ofthe Design Professional's services. 73 I'lie Agreement may be teninated by the Owner upon not less than seven days written notice to the Desig .,n Prolbssional in the event that the Project is permanently abandoned. If the Project is abandoned by the Owner iby more than 90 consecutive days, the Design Professional or the Owner may t eninate the Agreement by giving written notice. 7.4 Failure ofthe Owner to make payments to the Desip considered ,ji Professional for work satisfactorily completed in accordance with the Agreement shall be consid substantial non performance and cause for termination. 7.5 Ifthe Owner fails to make payment to Design professional within thirty (30) days of receipt of statement for services property and satisfactorily performed, the Design Pro&ssional may, upon seven days written notice to the Owner, suspend performance of services, under the Agreement. 7.6 In the event of errinnation not the fault of Design Professional, the Design Professional iffiall be compensated for services properly and satisfactorily performed prior to tcrminalion. A,RrICLE 8 PAYMENTS Twriu, DESIGN PROFESSIONAL K 1 DIRE c'r PERSONNEL EXPENSE 81.1 Direct Personnel Expense is, defined as the direct salaries ofthe Design Professional's personnel engaged on the Project and the portion of the cost of their mandatory and customary contributions and benefits related thereto, soich as employment taxes and otherstaturtory employee benefits, insurance, sick leave, holidays, vacations, pensions and similar contributions and benefits. 81 RE, IMBURSABLE EXPENSES K1 1 Reimbur-sa his expenses are in addition to compensation for Basic and Additional Services arid include expenses incurred by the Design Profbssional and Design Pralessional"s employees and consulfants in the interest ofthe Project, as identified in the fallowing 0auses, 8.2.tl 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 havingjurisdiction over the Project. 82.1-2 Expense of'reproductions (except the reproduction of the sets of documents referenced in Subsection 2.6.19), postage and handling of Drawings, Specifications and other documents, 8.2.13 Ifauthorized in advance by the Owner, expense of'overfir-ne work requiring higher than regular rates, 8.11A f,"Xpense of'renderings, models and mock -ups requested by the Owner. 8.2.1.5 Expense of computer -aided design and drafting equipment time when used in connection with the Project, 8.2.1.6 Other expenses that are approved in advance in writingby.the; Owner, 83 PAYMEN'rsONAG' C()I.JNTOI?BASIC'SERVICES 83.1 Payments for Basic Services shall be made monthly and, where applicable, -hall be in proportion to services performed within each phase of service, on the basis set. forth in Section 2 of die Agreement and thesx-fiedule ofwork. U.2 Wand to the extent that the time initially established in the Agreement is exceeded or extended throng ion 0 Ji no fault ar the Design Proi&ssional, compensation for services rendered during the additional period oftime shall be computed in the manner set forth in Section 2 of the AP ce eat . 'r M 83.3 When compensation is based on a percentage of.Construction Cost and any portions ofthe Project are deleted or otherwise riot constructed, compensation or those portions of the project shall be payable to the extent services are performed on those POrfiODS, in accordance with the schedule set forth in Section 2 of the Agreement 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 CoA or detailed eq timate of Construction Co,.d for such portions ofthe .1project. M PAYMENTS ON ACCOUNT OFADDITIONAL SERVICES fag e 16 Contract 5906 Household Chemical Collections Building K41 Payments on account of the Design Professional's Additional Services and for Reimbursable Expenses shall be made monthly within 30 days after the presentation to the Owner ofthe Design ProfessionaN statement of services rendered or expenses incurred. 8.5 PAYMENTS wiTHHELD No deductions shall be inade from the Design Professional's compen.,vition on account of penalty, liquidated damages or other sums withheld from payment,, to contractors, or on account of cost of changes in the work. other than those for which the Design Professional is responsible. &6 DESIGN PROFESSIONAL'S ACCOUNTING RECIORDS Design Professional shafll make available to Owner or Owner's authorized representative records of Reimbursable Expenses and expenses pertaining to Additional Services and services performed on the basis of a multiple of Direct Personnel Expense for inspection and copying during regular business hours for three years after the date orthe final Certificate of Payment, or, until any litigation related to the Project is final, whichever date is later. ARTICLE 9 INDEMNITY 9.1 The Design Professional shall indemnify and save and hold harmless the Owner and its officers, agents, and employees from and against any and all liability, claims, demands, damages, losses, and expenses, including, but not limited to court costs and reasonable attorney fees hicuffed by the Owner, and including, without limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions ofthe Design Professional or its officers, shareholders, agents, or enip➢oyees in the performance of Agreement. 9.2 Nothing herein shall be construed to create a liability to any person who is not a party to the Agreement, and nothing herein shall waive any ofthe parties' defenses, both at law or equity, to any claim, cause ofaction, or lifigation.rHed by anyone not a party to the Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE 10 INSURANCE During the performance or the Services under the Agreement, Design Professional shall maintain the following insurance with an insurance company licensed or authorized to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate Carriers of at least an A.- or above: 10.1 Comprehensive General Liability Insurance with bodily injury limits off not less than $1,000,000 for each occurrence and not less than $2,000,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than $250,000 in the aggregate. 10.2 Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 fbr each accident, and with property damage firnits ofnot less than $1.00,000 for each accident. 10.3 Worker's Compensation Insurance in accordance with statutory requirements, and Employers' Liability Insurance with limits of not lessthan $100,000 for each accident including occupational disease, 10.4 Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate. 10.5'1he Design Professional shall furnish insurance certificates or insurance policies to the Owner evidencing insurance in compliance with this Article 10 at the time of the execution of Agreement. The General Lialiflity and Automobile Liability insurance policies shall name the Owner as an additional insured, the Workers' Compensation policy shall contain a waiver of subrogation in favor ofthe Owner, and each policy shall contain a provision that such insurance shall not be canceled without thirty (30) days' prior written notice to Owner, Design Professional shall provide Owner thirty (30) days prior written notice of any material changes to the policies. In such event, the Design Professional ,,hall, prior to the effective date of change or cancellation, furnish Owner with substitute certificates or insurance meeting the requirements ofthis Article 10. A11TICLETI MISCELLANEOUS PROVISIONS 11A The Agreement sha 11 l be governed by the laws o rthe State of1'exas. Venue of any suitor cause or action under the Agreement shall fie exclusively in Denton County, Texas. 11.2 The Owner and Design Professional, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other partytothis Agreement andto the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. The Design Professional shall not assign its interests in the Agreement without the written consent ofthe Owner. 113 The term Agreement as used herein includes the executed Agreement, the Proposal, these General Conditions and other attachments referenced in Section 3 ofthe Agreement which together represent the entire and integrated agreement between the Owner and Design Professional and supersedes all prior negotiations, representations or agreements, either written or oral. The Agreement may be amended only by written instrument signed by both Owner and Design Professional. When interpreting the Agreement the executed Agreement, Proposal, these General Conditions and the other attachments referenced in Section 3 of the Agreement shall to the extent that is reasonably possible be read so as to harmonize the provisions. However, should the provisions ofthese documents be in conflict so that they can not be reasonably harmonized, such documents shall be given priority in the fbflowiiig order: I. The executed Agreement 2, Attachments referenced in Section 3 ofthe Agreement other than the Proposal 3, These General Provisions ,I. The proposal 11.4 Nothing contained in the Agreement shall create a contractual relationship with or a cause of action in Favor of third party against either the Owner or Design Professional. 11.5 upon receipt orprior written approval of Owner, the Design Professional shall have the right to include representations ofthe design ofthe Project., including photographs of the exterior and interior, among the Design Professional's promotional and professional materials. The Design Professional's materials shall not include the Owner's confidential or proprietary information of Owner has previously advised the Design Professional in writing of specific information considered by the Owner to be confl.- denfial or proprietary. The Owner shall provide professional credit For the Design Professional on the construction sign and in the promotional materials for the Project. Page 17 Contract 5906 Household Chemical Collections Building NELSON + MORGAN ARC H I T E C T S, June 29, 2015 Mr. Craig Waggoner Home Chemical Collection Supervisor 1527 South Mayhill Road Denton, Texas 76208 S'°t"AI'1III'iiil: I N C i1m,ja sehod w ind a C t Ue¢wl oon V� "i°ull�,bl fie" °Oc s 13,roposaG Nelson + Morgan, Architects are pleased to provide the following proposal for providing Professional Services relating to the referenced project. It is our intent to provide normal architectural, structural, mechanical and electrical design services specific to the project requirements. Our understanding of the general scope of work is as follows: 1. Development of the construction documents to relocate the current HCC Facility to a new location at the City of Denton site at 1527 S. Mayhill Road. • The project consists of 1 tract of land containing approximately 3.213 acres. Zoning is IC-G. • The tract currently houses the Fleet Fueling & Truck Wash Facility. • The site is platted as Lot 1, Block 1 of the Fleet Fueling & Truck Wash Addition. • The site is surrounded on 4 sides by property owned by the City of Denton and this property may be incorporated into the project as needed. • Total project size is undetermined at this time, but anticipated to include a building of approximately 15,000 sf. • Administrative and Resell/Retail spaces will be similar in function to existing HCC facility spaces. Two (2) auto drive thru lanes will be provided between the Administrative/Resell area and the materials processing and bulk storage area. Each drive lane will be provided with a 14'x14' overhead rolling door at each end. Total width of drop-off lanes will be 44'. • Material processing and bulk storage area will consist of an enclosed 6,000 s.f. to the north side of the drive thru lanes. • Primary exterior walls will be precast concrete panels with a painted elastomeric finish. • Roof will be a sloped, Galvalume finished standing seam metal panels to match SW Admin Bldg. • Electrical power systems will be designed to incorporate solar electric panels. • Administrative offices and Resale areas will be fully conditioned spaces. The drop-off and bulk storage areas will be heated with radiant natural gas heating and natural ventilation for passive cooling. • All existing exposed roof structure and deck (interior) will be galvanized finished. • Loading docks will be located adjacent to the bulk storage area on the east side to accommodate a minimum of 4 full size tractor/trailers plus separate recycle and bulk trash container areas. Docks will be equipped with all necessary safety equipment. One door position (to be determined) will be equipped with a hydraulic dock lever. Dock area will be covered with a cantilevered roof overhead. • A 4'x4' coiling door will be provided with a chute to loading the trash compactor/container. • Primary access to the site will be via the Spencer Road/Mayhill road from the west. Public vehicle parking will be provided along the east side of the Admin/Resale area. A new larger m Architects iiiiii Plannors a Intorlor Design 1111111 2717 Wind River Lane, Ste 230 Denton, Texas76210 40 566.0266 Fax 9-41 A, Attachment Contract # 5900, r CERTIFICATE LIABILITY INSURANCE FDATE (MMfODIYYYY) 10/5/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. _�.. _� IMPOR rANT: If the certi'f'icate holder is an ADDITIONAL INSURED, the polic (ies must be endorsed. If 'SUBROGATION IS WAIVED, subject to y ) the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsemenl(s). PRODUCER _ ...�...... N�kICaMr .Br'Jan R liadatl ,� I��._.., I ......... 1 A �, McLaughlin Brunson insurance Agency, LLP PHONE 12801 N. Central Expressway crggy'AaC'No'" ^- Suite 1710 (714) 503 1212 1214) 503 8899 PA Dallas TX 75243FSS c.ror, rare, r.ra:rrinrwl6lr„ rieaM1Ahra&tt,5. ."I,.NAIC 0 INSURERAX SSec)'a..Itsuaaace C�s�sn,�aaa� .. 37885..m...m INSURED .�.,.URED 0) 566-0266 INSU13'ER B : ...........�,�.......,�, .„ ......_.............� Nelson + Morgan Architects Inc. 2717 Wind River Lane INSUftERD Denton TX 76210 INSURER r :. CERTIFICATE NUMBER. Cert ID 30430 REVISION NUMBER: INDICATED. NOTWITHSTANDING ANY R CTTHISRIS TO CERTIFY THAT THE POLICIES EQUIREMEM�TE CE LISTED OR CONDITION OF ANY CONTRACT HAVE BEEN ISSUED TO THE OTHER DOCUMENT WITH RESPECT POLICY PERIOD IN WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, _ CLAIMS.AID .._ EXCLUSION NCE ADIK Isbak a.__— POLICY NUMBER AVE BEEN REDUCED B P k iztY I�t�t� EXCLUSIONSANDCONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE � •, YY uMrrs ItJm..... 1MNV .IM .... i GENERAL LIABILITY L-'Aoi 0f:C41fME14wr CF, $„,_,__. COMMERCIAL_ GENERAL LIABILITY CLAIMS -MADE OCCUR Mt C) L? P QIImy one�x �PE.Ld�NAI t ADV._N,LR..Y....._..$' .. .......�...,.. GENFEAt A<tGIII- A"TE $ GEN'L AGGREGATE LIMIT APPLIES PER: M1dItaFC15a Ad,. f," P�tt0 IAC71'.iI Y LOG �e .... _.. ... .. __ ..._�_...-�. ��.-. � .�..._. M1LL)�T�fNLIk�%�F�.IM6ti' AUTOMOBTLE'.LIABILITY .Ilmma sum I)....m,...�....._,_.. .....�..........m,,,,..e..rr,.. W. BODILY INJURY (Per person) $ ALL OWNED SCHEDULED BODILY INJURY (Per accident) $ _.... AUTOS AUTOS =._. --. NON -OWNED I Ikfi7f FIT fY D�aMtdL L $ . HIRED AUTOS .AUTOS �'I'yrkaauk¢tEtr, ...._a��� .. �. UMBRELLA LI _. ...._. ...... .._m.........___ .._, ..... AB OCCUR EACH OCt l)i"C41.NGE.. ..., EXCESSUAB „C'IAIRM'�S•MA,D1=. At 4;RYt AVI .m,m.—....�,,.,,..,. .... ......... WORKERS COMPGNSATIOON'$ $ ��_..... ...._...A.. �.,_ _...�...,,.,.-.........m...,..�..,.m.�,.,...�...�m_ .,... ._.,.. _ Ckili '�"W""G IATIJ, SArboN 4.,dOI LIpaIS:S _'E AND EMPLOYERS LIABILrTY ANY I'9ROfi'RIG"lOMPARMEfIlfSa;' L.[��111'tl3AF. YIN E.L. q .1E g9 ,FEpq ,tlT ... $ I NIA OI"rICC�I�tE,h101_ILfln�;XI'.t.CIDkD�i �' iMPLOYE $ (MindatmyInNH.) .�_.........................�.----......._ ...._. ttyew„ describe us"lI7r' ._ '... Or A LProfryeslsio al Liability Y DPR9727553 0/4/2015W„T'.0/4/2016 a91lr Claim/Agggate � _I 1,000,000 DESCRIPTION OF OPERATIONS/ made professional P P liability ,e ge is t g y day notice of caacellation Pre ented ithinthepolicy eridand is subject total i le. The limit LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) mit for all claims resented within the a deductible. Thirty in favor of certifcate holder. CERTIFICATE HOLDER CAINCELLATION _ SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Denton, its Officials, Agents, Employees, and volunteers Material Mgmt. Department AUTHORIZED REPRESENTATIVE 901B Texas Street �> Denton TX 76209 01988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD Paqe 1 of 1 4p DATE (MMIDDIYYYY) CERTIFICATE OF LIABILITY INSURANCE 1/7/2016 _...... �. f ._ww._ THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Janie Bill NAML - _ . ��.�— .._. 34 1 (AA_N� (940) 458-3438 Sanger InsurancePHONE �I)iI (940) 458 74 ---- ---- 905 Chapman Drive E-MAIL nie@sangerinsurance com ., ...m,.-._ COVERAGE_ P. O. Box 9 INURLh4(S),AFFORDINGCOVLRAGE NAIC 9 -----------..._ Sanger T76266 CSUERA ler U Casualty_, in a ........ ______. �... .._._ Rg INSURED „SUR(R B Merct1r Nelson+Mor an Architects Inc. (AIDE R c_b'al c y gr�c e...._1r1saar4nC omp-a Y,— ------- g r IWS„ , 2717 Wind River Lane INSURER D: Suite 230 INSURER _ Denton TX 76210 INSURER F COVERAGES' CERTIFICATE NUMBER•CL161701040 REVISION NUMBER: 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 IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. .......,em.__ ILTR .... ......... TYPE OF INSURANCE -A[J L- 0614 POLICY NUMBER_._._... INMIDDY� '... MOL(I'T SYEX1"� —..._ LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 A CLAIMS -MADE OCCUR bAMAGLTOReN1("( _ 300,000' �P, ,EN�NSESTF;a p.Cclwr7e r)._�_ $ .X...! X 4030949304 8/28/2015 8/26/2016 MED EXP (Any one person) $ 10,000 —.—.- _ .....,..... --- ---...... S. PER ONAL&ADVINJURY $ 2,000,000 � " LIMIT APPLIES � TE PLIES PER: GEN L AGGREGATE E RALAGGREGATE $ 4,000,000 GEN . .._ _ " X JECOT POLICY LOCI'll — GG $ 4,000,000 PRODUCTS COMPIOP.A�.-... ...,,,,... . OT[LIER:, Hired and Non Owned Auto $ 1, 000, 000 AUTOMOBILE LIABILITY L'( BINFm ' .s .V IT $ 1,000,000 X ANY AUTO BODILY INJURY (Per person) $ B ALL OWNED X..' SCHEDULED BA420000006339 11/30/2015 11/30/2016 BODILY INJURY (Per accident) $ _.. AUTOS . AUTOS X X NON -OWNED PId01'TLFTY ( �AAt I $ — HIREDAUTOS AUTOS IaIP.Eb nic $ 2,500 UMBRELLA LIAB OCCUR -...., EACH OCCURRENCE $ EXCESS LIAR CLAIMS -MADE ..... . ---.. ........_....----- AGGREGATE,...... DED RETENTION $ $ I2STA WORKERS COMPENSATION E aTATIfTF,_ FRH AND.~---_ EMPLOYERS' LIABILITY f N� , ANY I @dOr4il("TOIVPMI(T'NC It1F:YEC(YTIVE E L . F':i GLUtz[iO"t N / A' OFFICERNEMOE In NIA) C (andatory In NNO 594143371 6/18/2015 6/18/2016 E.L. DISEASE EA EMPLOYEE $ — 1, 000-t0Do- . it es, desurlbe und'ef U(SCRwTION (YI'w- OPERA"@'IONS below E L DISEASE - POLICY LIMIT $ 1,000,000 ' DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Addltlonal Remarks Schedule, may be attached If more space Is required) The General Liability policy includes a blanket Additional Insured endorsement that provides this feature only when there is a written contract between the named insured and the certificate holder that requires it. CERTIFICATE 14OLDER CANCELLATION _ SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Denton - Their Officials, Agents, THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Employees and Volunteers Material Management Department 901B Texas Street AUTHORIZED REPRESENTATIVE Denton, TX 76209 Jeff Springer/JBILL ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD INS025 19014011 CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor or other person doing business with local governmental entit This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular Session, OFFICE USE ONLY This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a Date Received person who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the person meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code. A person commits an offense if the person knowingly violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. 1 Name of person who has a business relationship with local governmental entity. Alan Nelson/Nelson+Morgan Architects, Inc. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 71' business day after the date the originally filed questionnaire becomes incomplete or inaccurate.) 3 Name of local government officer with whom filer has an employment or business relationship. None Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the filer has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the filer of the questionnaire? 0 Yes © No B. Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? El Yes M No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of 10 percent or more? 0 Yes Fx--1 No D. Describe each affiliation or business relationship„ 4 .................... Am,- 10-22-2015 Signature of person doing business with the governmental entity Date Adopled 06W2007