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HomeMy WebLinkAbout2005-089ORDINANCE NO. aOd_6-- PO AN ORDINANCE AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH THE FIRM OF SCHRICKEL, ROLLINS AND ASSOCIATES, INC. TO PROVIDE PROFESSIONAL DESIGN AND ENGINEERING SERVICES FOR THE CEDAR STREET STREETSCAPE IMPROVEMENTS; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFORE; AND PROVIDING AN EFFECTIVE DATE (RFSP 3215 IN AN AMOUNT NOT TO EXCEED $123,000). 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 Schrickel, Rollins and Associates, Inc. to provide professional landscape architect and design services for the City of Denton, 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 findings in the preamble of this ordinance are incorporated herein by reference. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the � day of 2005. EULINE BROCK, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY BY: _ 3-0RD-R SP PROFESSIONAL SERVICES AGREEMENT FOR ARCHITECT OR ENGINEER THIS AGREEMENT is made and entered into as of the day of 20��, by and between the City of Denton, Texas, a Texas murficipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called "Owner" and Schrickel, Rollins and Associates, Inc., with its corporate office at 1161 Corporate Drive West, Suite 200, Arlington, TX 76006, hereinafter called "Design Professional," 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 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 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, (describe the Project in the space below are in an attachment) 1.1 Scope of Services — Refer to Attachment A 1.2 Supplementary Conditions The following Supplementary Conditions amend or supplement the General Conditions to the Agreement for Architectural or Engineering Services as indicated below. All provisions which are not so amended remain in full force and effect. Paragraph 2.3.1 — Revise the last sentence of the paragraph to read as follows: "Notwithstanding Owner's approval of the documents, Design Professional acknowledges that it will use its best efforts to see that the documents and specifications will be sufficient and adequate to fulfill the purposes of the project." Paragraph 2.6.5 — Revise the first sentence to read, "The Design Professional shall observe the construction site at least one time a month, while construction is in progress, and as reasonably necessary while construction is not in progress, to become generally familiar with the progress and quality of the work completed..." Page 1 HApro\1243i -Cedar Street StreetscapeUgreement_febI 7.doc Revised 5-30-02 Paragraph 2.6.12 — Delete the following words from the first sentence, "(1) determining compliance with applicable laws, statutes, ordinances, and codes," and add the following sentence at the end of the paragraph, "It shall be the Contractor's responsibility to comply with all applicable laws, statutes, ordinances, and codes as well as the contract documents." Paragraph 2.6.18 — Revise the first sentence of the paragraph to read as follows, "the Design Professional (1) shall render services under the Agreement in accordance with the Degree of Care; (2) will reimburse the Owner for all damages caused by the defective designs prepared by the Design Professional, arising out of the negligent acts, errors, or omissions of the Design Professional." SECTION 2 COMPENSATION The Owner shall compensate the Design Professional as follows: 2.1 BASIC SERVICES 2.1.1 For Basic Services the total compensation shall be $123.000. 2.1.2 Progress payments for Basic Services shall be paid in the following percentages for of the total compensation for the Basic Services satisfactorily completed at the end of the following phases of the Project: Refer to Attachment B. 2.2 ADDITIONAL SERVICES 2.2.1 Compensation for Additional Services is as follows: Principals $ 130 per hour Associates $ 110 per hour Technical Staff $ 85 per hour Clerical Staff $ 55 per hour 2.2.2 Compensation for Additional Services of consultants, including additional structural, mechanical and electrical engineering services shall be based on a multiple of 2.5 times the amounts billed to the Design Professional for such additional services. 2.3 REIMBURSABLE EXPENSES Reimbursable Expenses shall be a multiple of 1.10 times the expenses incurred by the Design Professional, the Design Professional's em- ployees and consultants in the interest of the Project as defined in the General Conditions but not to exceed a total of $10,000 without the prior written approval of the Owner. Page 2 HApro\1243i -Cedar Street Streetscape\Agreement_febI Tdoc Revised 5-30-02 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: 1. City of Denton General Conditions to Agreement for Architectural or Engineering Services. 2. The Design Professional's Proposal 3. Attachments A through B. This Agreement is signed by the parties hereto effective as of the date first above written. ATTEST: JE ER WALTERS, ITY SECRETARY BY: n AP OVED AST LEG ORM: HERBERT L. B1�TY, TY ATTORNEY I CITY OF DENTON BY: MICHAEL A. C F CITY MANAGER SCHRICKEL, ROLLINS AND ASSOCIATES, INC. 1161 Corpgrate Drive West, Spite 200 Vice President WITNESS: BY: Page 3 HApro\1243i -Cedar Street Streetscape\ Agreement_febI Tdoc Revised 5-30-02 Attachment A Scope of Services Denton — Cedar Street Streetscape January 5,2005 1. Scope of Project The project is the master planning and design of improvements to the corridor within the right of way and City -owned property of Cedar Street in an area bounded by the south side of West Mulberry to the north side of West McKinney. Primary design elements are sidewalks, ramps, crosswalks, landscape plantings, irrigation systems, benches and other site amenities. 2. Purpose of the Project The primary purpose of the project is to reinforce the Cedar Street area as a major corridor by developing a "pedestrian friendly" area that will be an area of activity and development. The project will create a strong visual identity to the second tier of streets surrounding the Courthouse Square. The project must comply with the requirements set forth by the City of Denton. 3. Topographic Survey/Base Sheet Preparation Topographic and existing utility information for the area will be provided by others by separate contract. Schrickel, Rollins and Associates, Inc. (SRA), will coordinate with the surveyor to communicate scope and requirements. 4. Review Existing Plans Collect and review all existing plans and studies relevant to the project area to define preliminary issues, to identify conflicting findings, and to identify supplemental data requirements. This effort will include a review of the existing corridor plan and related ordinances to ensure their compatibility with the City's goal of a vibrant, walkable corridor. Findings will be documented in a "bullet -point" report foment and will include recommendations for future ordinance revisions and/or strategies, such as an overlay district, if appropriate. 5. Data Gathering/Field Observation The Landscape Architect will perform a site inventory and photo documentation of existing conditions, existing development adjacent to the site, traffic patterns, land use issues, overall walkability and conflict points, circulation issues, major design elements, district image and sense of arrival. 6. Program Definition The Landscape Architect will meet and coordinate with the City's representative and others as necessary to clearly define the program including: • Exact facility requirements • Maintenance considerations Access considerations • Security considerations • Design approaches Denton — Cedar Street Streetscape 1243i Attachment A - Scope of Services Page 1 7. Analysis In light of findings established in Tasks 5 & 6, the Landscape Architect will prepare a framework analysis that documents the corridor's most significant opportunities and constraints and key urban design issues related to future pedestrian improvements. The analysis will take the form of an overall illustrative diagram of the corridor, as well as cross sections of the streets. The findings will be reviewed with the client and refinements made as necessary. 8. Traffic Study A Traffic Circulation Analysis (TCA) to determine how the proposed improvements will relate to existing traffic on internal and adjacent roadways will be provided by the City. 9. Meetings A. The City Staff will prepare for and attend all meetings with the merchants, property owners, City staff, and general public for the purpose of reporting on progress and gathering input. B. The Landscape Architect will attend three (3) meetings with staff, including kick-off meeting. C. The City Staff will present the Master Plan to the City Council. D. Additional meetings may be scheduled with additional compensation by the City to the Landscape Architect, as mutually agreed to in writing in advance of any such meeting(s). E. The City will be responsible for advertising all meetings, if needed. 10. Master Plan The Landscape Architect will provide landscape/site development plans of Cedar Street, with emphasis on the utilitarian needs of pedestrians and visual enhancement of the corridor by developing pedestrian corridors as the primary focus along with drive lanes and parking as secondary issues. Corridor improvements will include (but are not limited to) the following as far as the budget allows: • Pedestrian Crosswalks • Pedestrian friendly access to major facilities • Trees • Irrigation system • Special paving • Pedestrian scaled light poles • Signage • Barriers • Consideration of deletion of selected parking spaces to create pedestrian niches • Addition of site furnishings including benches and waste receptacles at selected areas • Improvements to existing crosswalks and ramps • Sidewalk and/or paving additions for continuous access for total length of project • Accessible curb ramps where necessary at all intersections • Possible utility adjustments Tasks The Landscape Architect will prepare the Master Plan for the entire area of Cedar Street from West McKinney to West Mulberry. Denton — Cedar Street Streetscape 1243i Attachment A - Scope of Services Page 2 The Landscape Architect will hold monthly meetings with the City's representative and other designated representatives throughout the Master Plan development to communicate progress and discuss pertinent issues. The Master Plan will be revised at the direction of the City's representative. A rough cost estimate will be prepared at the completion of the Master Plan. The Master plan will consist of an overall plan view of the district, sketches, sections and vignettes to illustrate the overall design concept, and text explaining the process, program and the conclusions of the effort. An Opinion of Probable Cost will be included along with prioritized recommendations for development and phasing. The Master Plan will be a camera-ready graphic. 11. Geotechnical Investigation At two to three locations selected by the Landscape Architect, and approved by the City, soil investigations will be conducted by an independent Geotechnical Engineer selected by the Landscape Architect. Services of the Geotechnical Engineer will be paid for separately by the City of Denton. 12. Construction Documents Based on the approved Master Plan and any further adjustments in the scope and quality of the project or in the construction budget authorized by the City, construction documents consisting of drawings and specifications will set forth in detail the requirements for the construction of the project. The Landscape Architect will advise the City's representative of any adjustments to previous estimates of construction cost indicated by changes in requirements or general market conditions. The Landscape Architect will submit documents and estimates of construction cost to the City's representative at intervals of 50% and 100% of completion for review. The City's representative will respond with written comments advising any changes to be made. 13. Compute Quantities, Plans Estimate, Specifications, General Notes, Etc. The Landscape Architect will prepare a list of construction bid items and compute estimated quantities. The estimated cost of construction will be computed based on current unit prices and estimated quantities. The Landscape Architect will provide general notes, specifications and special provisions, which are applicable to the project. 14. Bidding The Landscape Architect will provide/perform the following Bidding Services. A. Assist CITY staff in preparing the advertisement for bids. B. Answer questions from Bidders and prepare addenda as necessary. C. Assist CITY as required in opening bids. D. Provide bid tabulations. E. Evaluate the lowest bidder. Bid evaluation will include the contractor's: 1. Past work history; 2. Financial resources; and 3. Physical resources to produce the project. F. A summary of the bid analysis will be provided to CITY for use in selection and award of the construction contract. Denton — Cedar Street Streetscape 1243i Attachment A - Scope of Services Page 3 15. Construction Phase The Landscape Architect will attend the prebid and preconstruction conferences. 16. Construction Administration The Landscape Architect will provide/perform the following Construction Administration services. Said services to be provided after execution of a contract between CITY and the Contractor selected by CITY. The Consultant will provide information relating to review of submittals, shop drawings, and requests for information. A. Landscape Architect will provide/perform the following Construction Administration services: 1. A total of four (4) meetings/site visits with owner/contractor including: a. Field observation/construction progress shall be provided for the purpose of ascertaining for the CITY that the work is in substantial or general conformance with the contract documents and design intent; i. Should nonconforming or defective work be observed, the Consultant will endeavor to immediately inform the CITY's representative that conforming or remedial action is required. ii. A schedule of key construction observation visits will be developed for approval and reference by CITY. iii. Conduct coordination meetings with contractors, inspection personnel, and CITY representative to discuss strategy, problem areas, progress, and any required coordination. Prepare a summary of these meetings and distribute them to both CITY and the contractor. b. Placement and layout of facilities; C. Field observation/construction progress; d. Mandatory "critical" observations; and e. Coordination meetings. 2. Review shop drawings and other submittal information for the purpose of ascertaining conformance with the design intent and construction documents. 3. Provide written responses to requests for information or clarification. 4. Prepare and process change orders, if required. 5. Review the monthly pay requests by the Contractor. 6. Assist CITY in conducting the substantial completion and final completion observations. 7. When complete, recommend final acceptance of work. B. Landscape Architect's Status During Construction. Landscape Architect will not be responsible for Contractor's means, methods, techniques, sequences, procedures or schedules of construction or the safety precautions and programs incident hereto. Landscape Architect will not be responsible for Contractor's failure to perform or furnish the work in accordance with the construction documents. Landscape Architect will not be responsible for any delays in the execution of the work caused by the Contractor. Denton —Cedar Street Streetscape 1243i Attachment A - Scope of Services Page 4 17. Optional Additional Services The Landscape Architect will provide services not identified in this Scope of Services upon receipt of authorization from the City's representative. Additional Services will be provided on an hourly rate basis with a mutually agreed "not to exceed" total. Such Additional Services may include the following or other services: Design A. Design of facilities beyond the original scope and/or budget identified in the description of services B. Establishment of the boundary lines. C. Design of Signalization Systems and/or traffic studies relating to University Drive. D. Representation in arbitration, mediation, litigation, depositions or similar legal processes. E. Location of underground utilities. F. 3-D animations and formal renderings. Construction A. Preparation of Change Orders as required which expand the original Scope of Services. B. Site observation visits (beyond the number specified in the paragraph above). 18. Deliverables A. Master Plan 1. The contents of the Master Plan will generally be as follows: a. Project Site. An aerial photo designating the project limits. b. Master Plan. An illustrative master plan of the project site. c. Sketches. Concept sketches of significant locations in the project area. d. Design Vocabulary. Sketches and descriptions of the typical built elements ofthe plan broken down into defined parts; benches, planters, signage, etc. B. Construction Documents 1. Based upon the approved Master Plan, adjustments in the scope or quality of the project, and the project design budget authorized by the Owner, Construction Documents deliverables shall include, but not necessarily be limited to the following documents: a. Plan sheets illustrating plans, elevations, sections and details of construction. b. Technical specifications. c. Project manual containing specifications and bidding documents including City forms such as bid proposal, form of agreement between City and Contractor, and conditions of the contract. 2. Final Opinion of Probable Construction Cost. 3. The Landscape Architect will provide 20 sets of contract documents forbidding and construction phases. 19. Reimbursable Expenses The following items, if provided, shall be considered reimbursable or additional to this contract. A. Permit or filing fees. B. Printing and other reproduction costs beyond those set forth in this contract. C. Special courier services. D. Travel expenses. Denton — Cedar Street Streetscape 1243i Attachment A - Scope of Services Page 5 E. Review and inspection fees related to Texas Department of Licensing and Regulations. F. Other permit fees. Denton— Cedar Street Streetscape 1243i Attachment A - Scope of Services Page 6 Attachment B Compensation Denton - Cedar Street Streetscape January 5, 2005 Master Plan Services Basic Design Services $ 25,000 Preliminary Design Phase $ 44,500 Final Design Phase $ 34,850 Bidding Phase $ 7,250 Subtotal Basic Design Services $ 86,600 Construction Administration $ 11,400 TOTAL PROFESSIONAL SERVICES $ 123,000 Denton - Cedar Street Streetscape 1243i Attachment B - Compensation Page I Attachment C Hourly Rate Schedule- 2005 RANGE OF BILLABLE SALARY RATE CLASSIFICATION: LOW HIGH PRINCIPAL $130 $155 ASSOCIATE 85 140 SENIOR ENGINEER 110 130 ENGINEER III 90 110 ENGINEER II 65 90 ENGINEER 1 60 80 DESIGNER/ENGINEER-IN-TRAINING 50 70 SENIOR LANDSCAPE ARCHITECT 110 140 LANDSCAPE ARCHITECT III 80 100 LANDSCAPE ARCHITECT II 65 85 LANDSCAPE ARCHITECT I 50 70 DESIGNER 45 60 SENIOR PLANNER 95 130 PLANNER 75 95 ARCHITECT 80 95 DESIGNER 75 95 SURVEY COORDINATOR 70 95 SENIOR ENGINEERING TECHNICIAN 55 70 ENGINEERING TECHNICIAN 50 70 PLANNING TECHNICIAN 50 66 PRODUCTION COORDINATOR 70 105 CAD OPERATOR/ DRAFTER III 60 85 CAD OPERATOR/ DRAFTER II 50 70 CAD OPERATOR/ DRAFTER I 45 60 SENIOR SECRETARY/SPECIFICATIONS COORDINATOR 45 80 SECRETARY/WORD PROCESSOR 37 52 CLERK 30 40 The ranges and individual salaries are adjusted annually OTHER SERVICES (invoiced at rate shown): Survey Field Party $115/hour PRINTING SERVICES (in house): SQ. FT. PER ORDER BLUE LINE MYLAR PRICE VARIES ACCORDING TO SIZE OF ORDER 6 $3.70 $10.00 1 1 1 100 25.71 139.00 101-200 0.18/S.F. 1.30/S.F. 201-300 0.14/S.F. 1.25/S.F. 301-1000 0.13/S.F. 1.20/S.F. 1001 - up 0.11.S.F. 1.15/S.F. COMPUTER PLOTTING SERVICES (in house) BLACK INKON COLOR ON MYLAR FILM SIZE BONDNELLUM BONONELLUM OF INK PLOT up to 11"x17" $ 10.50 $ 13.00 $ 13.50 24"x36" 11.00 15.50 21.00 39'x42" 12.50 22.00 27.00 oversize add 2.50/SF 3.50/SF 4.50/SF In-house Xerox copies provided at $0.07 per single side copy or $0.14 per double side copy OTHER DIRECT EXPENSES: Other direct expenses are reimbursed at actual cost times a multiplierof 1.10. They include outside probing and reproductions expense, communication expense, travel, transportation and subsistence avray from Arington and other miscellaneous expenses directly related to the vvork, Including costs at laboratory analysis, tests, and other work required to be done by independent persons other than staff members. 05 SRA - 1 CITY OF DENTON GENERAL CONDITIONS TO AGREEMENT FOR ARCHITECTURAL OR ENGINEERING SERVICES ARTICLE 1. ARCHITECT OR ENGINEER'S RESPONSIBILITIES 1.1 The Architect or Engineer's services consist of those services for the Project (as defined in the agreement (the "Agreement") and proposal (the "Proposal's to which these General Conditions are attached) performed by the Architect or Engineer (hereinafter called the'Design Prafesmonal'D or Design 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'. 1.2 The Design Professional will perform all Services as an independent contractor to the prevailing professional standards consistent with the level of cue and skill ordinarily exercised by members of the same profession currently practicing in the same locality under similar conditions, including reasonable, informed judgments and prompt timely actions (the "Degree of Care'. The Services shall be performed as expeditiously as is consistent with the Degree of Care necessary for the orderly progress of the Project Upon request of the Owner, the Design Professional shall submit for the Owner's approval a schedule for the performance of the 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 Time limits established by this schedule and approved by the Owner shall not, except for reasonable cause, be exceeded by the Design Professional m Owner, and any adjustments to this schedule shall be mutually acceptable to both parties. ARTICLE 2 SCOPE OF BASIC SERVICES 2.1 BASIC SERVICES DEFINED The Design Professional's Basic Services consist of those described in Sections 2.2 through 2.6 of these General Conditions and include without limitation normal structural, civil, 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 Section 2.4. The Basic Services may be modifiedby the Agreement. 2.2 SCHEMATIC DESIGN PHASE 2.2.1 The Design Professional, in consultation with the Owner, shall develop a written program for the Project to ascertain Owners needs and to establish the requirements for the Project. 222 The Design Professional shall provide a preliminary evaluation of the Owner's.progtam, construction schedule and construction budget requirements, each in terms of the other, subjeett to the lurrawicns set forth ii Subsection 5.2.1. 223 The Design Professional shall review with the Owner alternative approaches to design and construction of the Project 22.4 Based on the mutually 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 of Project 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 c ost o f e ach c ategory o f work i nvolved i n c onstructing the P roject and a stablishes an a lapsed time factor for the p triad o f time from the commencement to the completion of construction. 2.3 DESIGN DEVELOPMENT PHASE 2.3.1 Based on the approved Schematic Design Documents and any adjustments authorized by the Owner in the program, schedule or construction budget, the Design Professional shall prepare for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and descnbe 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, ordinances, codes and regulations. Notwithstanding Owner's approval of the documents, Design Professional represents that the Documents and specifications will be sufficient and adequate to fulfill the purposes of the Project 2.3.2 The Design Professional shall advise the Owner of any adjustments to the preliminary estimate of Construction Cost in a further Detailed Statement as described in Section 2.2.5. 2.4 CONSTRUCTION DOCUMENTS PHASE 2.4.1 Based on the approved Design Development Documents and any further adjustments in the scope or quality of the Project or in the construction budget authorized by the Owner, the Design Professional shall prepare, for approval by the Owner, Construction Documents consisting of Drawings and Specifications setting forth in detail requirements for the construction of the Project, which shall comply with all applicable laws, statutes, ordinances, codes and regulations. 2.42 The Design Professional shall assist the Owner in the preparation of the necessary bidding or procurement information, bidding or procurement forms, the Conditions of the contract, and the form of Agreement between the Owner and contractor. 2.4.3 The Design Professional shall advise the Owner of any adjustments to previous preliminary estimates of Construction Cost indicated by changes in requirements or general market conditions. 2.4.4 The Design Professional shall assist the Owner in connection with the Owners responsibility for filing documents required for the approval of governmental authorities havingjurisdiction over the Project 2.5 CONSTUCTION CONTRACT PROCUREMENT 2.5.1 'Ihe Design Professional, following the Owners 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 4 Sdprch\BIDS SPEC0000-399913215 Attachment A.doc limitation, the competitive sealed bidding process. Although the Owner will consider the advice of the Design Professional, the award of the consnuction contract is in the sole discretion of the Owner. 25.2 If the construction contract mount for the Project exceeds the total construction cost of the Project as set forth in the approved Detailed Statement of Probable Construction Costs of the Project submitted by the Design Professional, than 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 THE CONSTRUCTION CONTRACT 2.6.1 The Design Professional's responsibility to provide Basic Services for the Construction Phase under this Agreement commences with the award of the Contract for Construction and temninates ar the issuance to the Owner of the final Certificate for Payment, unless extended under the terms of Subsection 9.3.2. 2.6.2 The Design Professional shall provide detailed administration of the Contract for Construction as set forth below. For design professionalss the administration shall also be in accordance with AIA document A201, General Conditions of the Contract for Construction, current as of the date of the Agreement as may be amended by the City of Denton special conditions, unless otherwise provided in the Agreement For engineers the administration shall also be in accordance with the Standard Specifications for Public Works Construction by the North Central Texas Council of Governments, current as of the date of the Agreement, unless otherwise provided in the Agreement 2.63 Construction Phase duties, responsibilities and limitations of authority of the Design Professional shall not be restricted, modified or extended without written agreement of the Owner and Design Professional. 2.6.4 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 warranty period described in the Contract for Construction. The Design Professional shall have authority to act on behalf of the Owner only to the extent provided in the Agreement and these General Conditions, unless otherwise modified by written instrument 2.6.5 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 not 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. Design Professional shall provide Owner a written report subsequent to each on -site visit On the basis of on -site observations the Design Professional shall keep the Owner informed of the progress and quality of the work, and shall exercise the Degree of Cue 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 he will follow Degree of Care in performing all Services under the Agreement. The Design Professional shall promptly correct any defective designs or Specifications hunished b-y the Desigrl Professional at na cost to thc Ow :er. The Ow-cr's app—r', accept:.r - use of or payment for all or any part of the Design Professional's Services hereunder or of the Project itself shall in no way alter the Design Professional's obligations or the Owner's rights hereunder. 2.6.6 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 Design 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 from Design Professional's negligent acts or omis- sions. The Design Professional 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 Design Professional shall at all rimer have access to the work wherever it is in preparation or progress 2.6.5 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 Design Professional. Communications by and with the Design Professional's consultants shall be through the Design Professional. 2.6.9 Based on the Design Professional's observations at the site of the work and evaluations of the Contractor's Applications for Payment, the Design Professional shall review and certify the amounts due the Contractor. 2.6.10 The 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 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 cor- rectable prior to completion and to specific qualifications expressed by the Design Professional. 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 Design Professional has (1) reviewed construction means, methods, techniques, sequences or procedures, or (2) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum 1.6.11 The Design Professional shall have the responsibility and authority to reject work which does not conform to the Contract Documents. Whenever the Design Professional considers it necessary or advisable for implementation of the intent of the Contract Documents, the Design Professional 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 Design Professional 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 Design Professional to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons performing pardons of the work. 2.6.12 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) dererrruning-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 Design Professional shall act 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 Design Professional's professional judgment To permit adequate review. Review of such submittals is not conducted for the purpose of deterriti nu the accuracy and completeness of other details such as dimensions and quantities or for substantiating instructions for installation or performance of equipment or systems designed by the Contractor, all of which remain the responsibility of the Contractor to the extent required by The Contract Documents. The Design Professional's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Design Professional, of construction means, methods, techniques, sequences or procedures. The Design Professional'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 charactens6cs Page 5 S:\prch\BIDS SPEC\3000-3999\3215 Attachment A.doc of materials, systems or equipment is required by the Contract Documents, the Design Professional 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 Design Professional 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 3.3.3, for the Owner's approval and execution in accordance with the Contract Documents, and may authorize minor changes in the work not involving an adjustment in the Contract Sum or an extension of the Contract Time which are not inconsistent with the intent of the Contract Documents. 2.6.14 On behalf of the Owner, the Design Professionai shall conduct inspections to demmine 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. 2.6.13 The -Design Professional 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 Contractor. The Design Professional'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 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 Professional shall endeavor to secure faithful 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 of this Agreement and in the absence of negligence. 2.6.17 The Design Professional 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. 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 for all damages caused by the dcfeciive designs the Design Professimal.kreparms 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 Design Professional's obligations thereunder. 2.6.19 The Design Professional shall provide the Owner with four sets of reproducible prints showing all significant changes to the Construction Documents during the Construction Phase. ARTICLE 3 ADDITIONAL SERVICES 3.1 GENERAL 3.1.1 The services described in this Article 3 are not included m 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. If the Owner indicates in writing that all or part of such Contingent Additional Services are notrequired, 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 of Design Professional. 3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES 3.2.1 If or ore extensive representation a t the s ite than is described in S ubsection 2.6.5 i s required, the D wign Professional s hall p rovide o no or mote 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 Design Professional, and the Design Professional shall be compensated therefor as agreed by the Owner and Design Professional. 3.3 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. 33.2 Providing services required because of significant changes in the 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 with the replacement of such work. 335 Providing services made necessary by the default of the Contractor, by major defects or deficiencies in the work of the Contractor, or by failure of performance of either the Owner or Contractor under the Contract for Construction. Page 6 S:\prch\BIDS SPEC\3000-3999\3215 Atrachment A.doc 33.6 Providing services in evaluating m extensive number of claims submitted by the Contractor or others in connection with the work 33.7 Providing services in connection with apublic hearing, arbitration proceeding or legal proceeding except where the Design Professional is parry 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 construction prior to the completion of the Construction Documents Phase. 3.3.9 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 ormssion of the Design Professional shall be performed by the Design Professional as a part of the Basic Services under the Agreement with no additional compensation above and beyond the compensation due the Design Professional for the Basic Services. The intervening or concurrent negligence of the Owner shall not limit the Design Professional's obligations under this Subsection 33.9. 3.4 OPTTONAL ADDITIONAL SERVICES 3.4.1 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, envimnmetaai 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 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 detailed quantity surveys or inventories of material, equipment and labor. 3.4.9 Providing analyses of operating and mala enance costs. 3.4.10 Making investigations, inventories of materials or equipment, or valuations and detailed appraisals of existing facilities. 3.4.12 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. 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 equipment. 3.4.14 Providing services other than as provided in Section 2.6.4, after issuance to the Owner of the final Certifcate 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 apart 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 2.6.19, showing significant changes in the work made during con- struction based on marked -up prints, drawings and other data famished by the Contractor to the Design Professional. 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 the Design Professional shall be performed by the Design Professional as a part of the Basic Services under the Agreement with no additional compensation above and beyond the compensation due the Design Professional for the Basic Services. The intervening or concurrent negligence of the Owner shall not limit the Design Professional's obligations under this Subsection 3.4.18. ARTICLE 4 OWNER'S RESPONSIBILITIES 4.1 The Owner shall consult with the Design Professional regarding requirements for the Project, including (1) the Owner's objectives, (2) schedule and design constraints and criteria, including space requirements and relationships, flexibility, expendability, special equipment, systems and site requirements, as more speci- fically described in Subsection 2.2.1. 4.2 The Owner shall establish and update an overall budget for the Project, including the Construction Cost, the Owner's other costs and reasonable contingencies related to all of these costs. 4.3 If requested by the Design Professional, the Owner shall furnish evidence that financial arrangements have been made to fulfill the Owners obligations under this Agreement 4.4 The Owner shall designate a representative authorized to act on the Owner's behalf with respect to the Project. The Owner or such authorized represenrative shall render decisions in a timely manner pertaining to documents submitted by the Design Professional in order to avoid unreasonable delay in the orderly and sequential progress of the Design Professional's services. Page 7 S:\prch\BIDS SPBC\3000-3999\3215 Attachment A.doc 45 Where applicable, 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. Tne surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; adjacent drainage; rights -of -way, restrictions, easements, encroachments, zoning, deed restrictions, homiletics 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 limes, both public and private, above and below grade, including have: is and depths. All the information on the survey shall be referenced to a project benchmark. 4.6 Where applicable, the Owner shall furnish the services of geotechnical engineers when such services are requestedby the Design Professional. Such services may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous 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 of the Project and are requested by the Design Professional 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 famish 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 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. 4.9 The services, information, surveys 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 of the 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 Projector nonconformance with the Contract Documents. 4.11 Design Professional shall propose language for certificates or certifications to be requested of the 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. The Owner agrees not to request certifications that would require knowledge or services beyond the scope of the Agreement ARTICLES CONSTRUCTION COST 5.1 CONSTRUCTION COST DEFINED 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 Design Professional. 5.1.2 The Construction Cost shall include the cost at cunent market rates of labor and materials famished by the Owner and equipment designed, specified selected or specially provided for by the Design Professional, plus a reasonable allowance for the Contractor's overhead and profit. In addition, a reasonable allowance for con- tingencies 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 the Owner as provided in Article 4. 5.2 RESPONSMILITY FOR CONSTRUCTION COST 5.2.1 Evaluations of the Owner's Project 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 professional familiar with the construction 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 warrant or represent that bids or cost proposals will not vary from the Owner's Project budget or from any estimate of Construction Cast or evaluation prepared or agreed to by the Design Professional. 5? 2 No fixed limit of Construction Cost shall be established as a condition of the Agreement by the furnishing, proposal or establishment of a Project budget, unless such fixed limit has been agreed upon in writing and signed by the parties thereto. If such a fixed limit has been established, the Design Professional 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 lirrnit Fixed limits, if any, shall be increased in the amount of an increase in the Contract Sum occurring after execution of the 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 of the Construction Documents to the Owner and the date on which proposals are sought ARTICLE 6 OWNERSHIP AND USE OF DOCUMENTS 6.1 The Drawings, 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 of the Owner upon termination or completion of the Agreement The Design Professional is entitled to retain copies of ail such documents. Such documents are intended only be applicable ro 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 Owner uses any of the information or materials developed pursuant to the Agreement in another project or for other purposes than are specified in The Agreement, the Design Professional is released from any and all liability relating to their use in that project 6.2 Submission or distribution of documents to meet official regulatory requirements or for similar purposes in connection with the Project is not' o be construed as publication in derogation of the Design Professional's reserved rights. Page 8 S:\prch\BIDS SPEC\3000-3999\3215 Attachment A.doc ARTICLE 7 TERMINATION, SUSPENSION OR ABANDONMENT 7.1 The 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 tens of the Agreement through no fault of the Design Professional. Owner may terminate the Agreement or any phase thereof with or without cause upon thirty (30) days prior written notice to the Design Professional. All work and labor being performed under the Agreement shall cease immediately upon Design Professional's receipt of such notice. Before the end of the thirty (30) day period, Design 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 prudes. All plans, field surveys, and other data related to the Project shall become property of the Owner upon termination of the Agreement and shall be promptly delivered to the Owner in a reasonably organized form Should Owner subsequently contract with a new Design Professional for continuation of services on the Project, Design Professional shall cooperate in providing information. 7.2 If the Pmject 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 the Project is resumed, the Design Professional's compensation shall be equitably adjusted to provide for expenses incurred in the interruption and resumption of thtZesign Professional's services. 7.3 The Agreement may be Maturated by the Owner upon not less than seven days written notice to the Design Professional in the event that the Project is permanently abandoned. If the Project is abandoned by the Owner for more than 90 consecutive days, the Design Professional or the Owner may terminate the Agreement by giving written notice. 7.4 Failure of the Owner to make payments to the Design Professional for work satisfactorily completed in accordance with the Agreement shall be considered substantial non- performance and cause for termination. 7.5 If the Owner fails to make payment to Design Professional within thirty (30) days of receipt of a statement for services properly and satisfactorily performed, the Design Professional may, upon seven days written notice to the Owner, suspend performance of services under the Agreement. 7.6 In the event of termination not the fault of the Design Professional, the Design Professional shall be compensated for services properly and satisfactorily performed prior to termination. ARTICLE 8 PAYMENTS TO THE DESIGN PROFESSIONAL 8.1 DIRECT PERSONNEL EXPENSE 8.1.1 Direct Personnel Expense is defined as the direct salaries of the Design Professional'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. 8.2 REEWBURSABLE EXPENSES 8.2.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Design Professional and Design Professional's employees and consultants in the interest of the Project, as identified in the following Clauses. 8.2.1.1 Expense of transportation in connection with the Project; expenses in connection with authorized out-of-town Navel; long-distance communications; and fees paid for securing approval of authorities havingjurisdiction over the Project 8.2.1.2 Expense of reproductions (except the reproduction of the sees of documents referenced in Subsection 2.6.19), postage and handling of Drawings, Specifications and other documents. 8.2.13 If authorized in advance by the Owner, expense of overtime work requiring higher than regular rates. 8.2.1.4 Expense 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 writing by the Owner. 83 PAYMENTS ON ACCOUNT OF BASIC SERVICES 83.1 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 Section 2 of the Agreement and the schedule of work. 8.3.2 If and to the extent that the time initially established in the Agreement is exceeded or extended through no fault of the Design Professional, compensation for any services rendered dung the additional period of time shall be computed in the manner set forth in Section 2 of the Agreement 8.33 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 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 Cost or detailed estimate of Construction Cost for such portions of the Project 8.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES 8.4.1 P ayments 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 of the Design Professional's statement of services rendered or expenses incurred. 85 PAYMENTS WITHHELD No deductions shall be made from the Design Professional'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 Desires Professional is responsible. Page 9 S:\prch\BIDS SPEC'6000-3999\3215 Attachment A.doc 8.6 DESIGN PROFESSIONAL'S ACCOUNTING Reimbursable Expenses and coPying during regular business hours for�mg 10 Additional S...c Wig° Professional shall make avail later, able to years after the date of Services Pelf the basis of a O caner o r fin C Ormed °n 0 wner's au ettifjcate of Pa multiple of Dhect p thorized representative records -ARTICLE 9 1NDEtVINITI: Yment, or until any litigation related inspection � 1. ersome' Expense for a claims The Desi to the Project is Coral, whichever claims, � Professional shall rode date demands, damages, losses, and eronffy and save limitation, dams expenses, including and hold harmless the O shareholders, age' for bodily and ,but caner and its gents, ore Personal mJmY death ad not limited to court c Officers, age mPloyees in the perfo propertyd °sis and reasonable attom and employ., rmance of the image, resultingorfrOm and against 9'2 Nothing herein' Agreement from the negligent ac ey fees incurred by the Own any and all both se law hall be c,astived to create a e or omissions of and Including; or equity, to liabili the Design Professional rttsOwicc S, defenses are hereb any claim, cause of action, liability tO any person who is not a 8tt Professional or i fficers Y expressly reserved. or litigation filed b Party to the A ARTICLE 10INS Y anyone outParry party to thege�rnt, and nothin URANCE greement, "elud' g herein shall waive any of the insurance company licensed or During the Performancetrig the defense of parties' frns 3. Rate Ca authorized to ssof the Se gove es, criers of at least an A- do business rvices under the rnmenta] immuni Which Tor above: sine's in the State of Agreement, 10.1 Co Texas by the State lnsurapce igr Professional 'liar] and Property rnsive General Liability lush Comoussion maintain the follo with damn a li lance with bodil Or anY successor agent wing insurance with an g mils ofnot less than With b y Injury lmuis of not less y that has a rating with 10,2 Auto 00 for each occ than $1 000,000 Best damagemobile Liability Insurance urrenc0 and not less for each occ limits of not less with bodily than $250,000 in the a un'rnce and not less than $2, than $100,000 for each acome hrmts of not less aggregate. 000,000 in the a l0.3 tdrnt. thhan $500,000 for each erso ggregate, Worker's Compensation lnsu Person not less accident including occupational ''ante in accordance than $500,000 for each upational disease. with statutoryh accident, and 10.4 Professional requirements, and E With Property Liabilitymployers' liability insu Insurance with limits ofnot I canoe With limits of not less 10.5 The Design professional shall less rhan $1,000,000 than $100,000 for each of the execution of i,, A furnish annual ago ellate. Cum a greemem. insurance cerd§cates or in modifiedsation policy shWithout tball con i ne venerai i ability and Aut° insurance pohcIcs to the O ld ncella[ion,furbish 0 a watverwmtten noticeto 0 Desi iOwner'and each Policy 1ehewner s 'igilg ame�ne Cwre; aPlianee with this Article 10 at change or ca )days, prior Of m favor of the Liability utaurance caner' with subs caner and gn Prof,'ssional. Y shall contain a 'n additinral �, the time ARTICLE 11 Mute certificates of In such event, Provision that such i insured, the e insurance meeting the re uir ent, the Design Professional such Insurance shall not MISCELLANEOUS PRO q ernenis of this Article 10. Prior to be canceled or 11.1 The Agreement shall be the effective date of the Texas. governed by the laws Of the State 11.2 IIm Owul and Desi of Texas, Venue of the parfiers, sort ga Professional, respective) , anY sort or cause of action interests in the A moors' assigns and legal representatives Y bind themselves, th 11.3 meAgreement without writte epr entatives °oµ such bob r pear arty Partners, s c o all assigns and Iegaldre the A�ement shall he exclusively in Denton County, the ent of the presentative' ter" Agreement covenants of this Agreement to the other Agreement which to as used herein includes party t° this agreements, g. r the the executed A The Design Professional Agreement and to either rDral represent Agreement the Propos written or oral. The tire and integrated agreement between the Owner andrDesigP ol Professional and other attachments Agreement the Agreement al, these shag not sign its as reasonably Possible betread so,dAeCment, Proposal, may be amended only such docu as to h dleae General Conti dytlhivtitten inshume signed b persedes referenced in Section 3 menu shall be harm the and Supersedes given priori Provisions. However, o dlOCatEachments o y both Owner and Design Prior negotiations, re of the priority in the following order: should the ferenced i n Sec ' gn Professional. presentru B uper provisions Of these documents be tion 3 of the men int l The executed Agreement A greement s hall to the extentn greement in so that they can not be reasonabi xtent that is 1. Attachments refer yharmonized, referenced in Section 3 of the Agreement other than the proposal 3. These General Provisions 4. The Proposal 11.4 No Professional. contained ID the Agreement shall create a co ntractual relationship I15 Upon receipt of widt or a cause of of the exterior pnOr written a action in favor of a third and interior, pp1°� of Owner, the D party against either corffidermal or among the D Design Professional shall er the Own normal or Proprietary info estgn Professional's all have the er or Design proprietary. The 0 ru s' if the Owner has Promotional and right to include re caner shall provide rM PLepiously advised the D professional materials Tolima of the design 11.6 A P easional credit for eslgn Professional . The Design Professional's of the Pro occludin Approval by the Owner shall not c the Design Professional o `ring of the specific i materials shall not g Photographs subcontractors, and sub Onstitute, n the constiucdo inf°tmadon co include the Cants For nor be deemed a rele n sign and in the considered by the p owner's responsibility by the Owner for an the accuracy and case are of ue responsibility Promotional mat the Owner to be conti- y defect in [ an or other work of their d designs or otand liabili rnals for Project 11.7 All notices, co he desi esi tY of the Design prepared bDesignerwork; nor shall such Professional, its employees, same in the U m es in .liens, and re Y the Professional, its em approval be associates, a All notices Shall be States mail to the ad ports by or to ees, deemed to be an assum gents, hall be tee dress shownpermitted under the A p Y subcontractors, imon of such met effective I below signature block greement shall be agents, and consultants, con receipt by the o on the A Personally delivered or art3' to whom such notice is given, f cern5od mail, returnmailed to the re 5:lprchlBID given, or within receipt respective spective parties by depositing S SPEg3000-3999U2 three (3) days after mess otherwise specified — ]S Attachment Page 10 mailing. herein. A. 11.3 If any provision of the Agreement is found or deemed by a court of competentjurisdicdon to be invalid or unenforceable, it shall be considered severable from the remainder of the Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform -the Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. 11.9 The Design Professional shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now read or hereinafter be amended during the term of this Agreement 11.10 In performing the Services required hereunder, the Design Professional shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. 11.11 The captions of the Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of the Agreement Page 11 S:\prch\BIDS SPEC\3000-3999\3215 Attachment A.doc .