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HomeMy WebLinkAbout2004-310ORDINANCE NO. � AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT (PSA) WITH GRW WILLIS, INC. FOR THE DESIGN OF THE A CONSTRUCTION OVERSIGHT OF AN AIRPORT TERMINAL AS SET FORTH IN THE CONTRACT, AND PROVIDING AN EFFECTIVE DATE (PSA 3204-PROFESSIONAL SERVICES AGREEMENT FOR DESIGN AND CONSTRUCTION OVERSIGHT OF AIRPORT TERMINAL AWARDED TO GRW WILLIS, INC. IN THE BASE PROPOSAL AMOUNT OF $55,120 PLUS A REIMBURSABLE AMOUNT NOT TO EXCEED $1500 FOR THE TERMINAL BUILDING AND $17,252 FOR THE AUTO PARKING/ACCESS PORTION OF THE CONTRACT FOR A TOTAL AWARD AMOUNT OF $73,872). 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 I. That the City Manager is hereby authorized to enter into a professional service contract with GRW Willis, Inc. to provide professional architectural and related services for the construction oversight and design of an airport terminal for the City of Denton Airport a copy of which is attached hereto and incorporated by reference herein. SECTION U. The City Manager is authorized to expend funds as required by the attached contract. SECTION III. The findings in the preamble of this ordinance are incorporated herein by reference. SECTION IV. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the J-d day of 2004. BY: C-�� A EULINE BROCK, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: �yWL( lt1 Yi{ , IA/ UPXJLi) APPROVED AS TO LEGAL FORM: HERBERT L. BY: PIj,O TY, CITY ATTORNEY 3-ORD-PSA 3204 ATTACHMENT A PROFESSIONAL SERVICES AGREEMENT FOR ARCHITECT OR ENGINEER AGREEMENT is made and entered into as of the day of �R 2004, 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 GRW Willis, Inc., with its corporate office at 1161 Corporate Drive West, Suite 170 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 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, (describe the Project in the space below or in an attachment) Architectural Design and Construction Oversight of Airport Terminal Building for City of Denton Municipal Airport Page 1 Sdprch\Contracts DocumentsU204-Architect Professional Agrmfdoc 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 $73,872. 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: Schematic Design Phase 19% Design and Development Phase 190/u Construction Documents Phase 44a/o Bidding Phase 5n/o Construction Phase 13% 2.2 ADDITIONAL SERVICES 2.2.1 Compensation for Additional Services is as follows: Principals $134 per hour Architect $ 78 per hour Structural Engineer $ 80 per hour Mechanical Engineer $ 80 per hour Civil Engineer $ 80 per hour Technical Staff $ 43 per hour Clerical Staff $ 32 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 1.10 times the amounts billed to the Design Professional for such additional services. (See Exhibit A) 2.3 REIMBURSABLE EXPENSES Reimbursable Expenses shall be a multiple of 1 .1 . times the 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 a total of $1500 without the prior written approval of the Owner. Page 2 SAprch\Contracts Documents\3204-Architect Professional Agmit.doc 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. The Design Professional's Proposal (Exhibit A) This Agreement is signed by the parties hereto effective as of the date first above written. CITY OF DENTON ATTEST: JENNIFFER WALTERS, CITY SECRETARY BY: /WA 2L Oahu) APPROVED AS TO L GAL FORM: HERBERT L. PR ITY ATTORNEY BY: DE B . Firm's Officer/Representative Cbarles Willis, Vice President WITNESS: Page 3 S9prch\Contracts DocumenW3204-Architect Professional Agrmt.doc CITY OF DENTON GENERAL CONDITIONS TO AGREEMENT FOR ARCHITECTURAL OR ENG ARTICLE 1. ARCHITECT OR ENGINEER'S RESPONSIBILITIES 1.1 The Architect or Engineers services consist of those 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 Professionarl 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 in the prevailing professional standards consistent with the level of care and skill ordinarily exercised by members of the same profession comedy practicing in the same locality under similar conditions, including reasonable, informed judgments and prompt timely actions (the "Degree of Care'). The Services shall be perfumed as expeditiously as is consistent with the Degree of Care necessary for the orderly progress of the Pmj=L Upon request of the Owner, the Design Professional shall submit for the Owners approval a schedule for the periomunce of the Services which may be adjusted as the Project proceeds, and shall include allowances for periods of time required for the Owners review and for approval of submissions by authorities laving jurisdiction over the PnjecL Time limits established by this schedule and approved by the Owner shall not except for reasonable cam, be exceeded by the Design Professional or Owner, and any adjustments to this schedule shall be mutually acceptable on both parties. ARTICLE 2 SCOPE OF BASIC SERVICES 2.1 BASIC SERVICES DEFINED The Design Professional's Basic Services consist of those descnbed in Sections 2.2 through 2.6 of these General Conditions and include without limiatien annual structural, civil, mechanical and electrical engineering services and any other engineering services necessary to produce a complete and accurate set of Construction Documents, as desmbedby and required in Section 2A. The Basic Services obey be modified by the Agreement 2.2 SCHEMATIC DESIGN PHASE 22.1 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 22.2 The Design Professional shall provide a preliminary evaluatiom of the Owners program, construction schedule and construction budget requirements, each in amts of the other, subject in the limitations set forth in Subsection 52.1. 223 The Design Professional shall review, with the Owner alternative approaches to design and construction of the Project 22A Based on the mutually agreed -upon Program, schedule and construction budget requiremeuts, the Design Professional shall prepare, for approval by the Owner, Schematic Design Documents consisting of drawings and other docmcena illustrating the scale and relationship of Project components. The Schematic Design shall contemplate compliance with all applicable laws, sautes, ordinances, codes and regulations. 225 The Design Professional shall submit to the Owner a preliminary detailed estiri a4 of Construction Cori based on currant area, volume or other unit costs and which indicates the cost of each category of work involved in concocting the Project and establishes an elapsed time factor for the period of time fiom the commencement to the completion of construction. 2.3 DESIGN DEVELOPMENT PHASE 23.1 Based on the appmved Schematic Design Documents and any adjustments authorized by the Owner in the program, schedule orconsmnction budget, the Design Professional shell prepare for approval by die Owner, Design Development Documents consisting of drawing and other documents; to fix and describe the size and character of the Project a to architectural, structural, mechanical and electrical systems, materials and such other elements as may be appropriate, which shall comply with all applicable laws, saates, ordinances, codes and regulations. Notwithstanding Owners approval of the documents, Design Professional represents dial the Documents and specifications will be sufficient and adequate to fulfill the purposes of the Project 232 The Design Professional shall advise the Owner of arty adjustments in the preliminary estimate of Construction Cost in a further Detailed Statement u described in Section 2.2.5. 2.4 CONSTRUCTION DOCUMENTS PHASE 2.4.1 Based on the approved Design Development Documents and my furtber 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 de 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 contact, and the form of Agreement between the Owner and contractor. 2A.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. 2AA The Design Professional shall assist the Owner in connection with the Owners responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project 2.5 CONSTUCION CONTRACT PROCUREMENT 25.1 The Design Professional, following tee Owners approval of the Construction Documents and of the latest preliminary detailed estimate of Construction Cost, shell assist the Owner in procuring a construction contract for the Project through my procurement method that is legally applicable to the Project including without Page 4 S:\pmh\Contracts Documents\3204-Architect Professional Agrmtdoc limitation, the competitive sealed bidding process. Although the Owner will consider the advice of the Design Professional, the award of the construction contract is in the sole discretion of the Owner. 2.51 If the construction contract amount for the Project exceeds the fatal 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, then the Design Pmfessional, at its sole cast and expense, will revise the Construction Documents as may be requited 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- ADNUNISTRATION 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 terminates at the issuance to the Owner of the final Certificate for Payment, odes extended under the temu of Subsection 8.3.2. 2.61 The Design Professional shall provide detailed administration of the Contract for Constructco 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 dam of the Agreement n rimy 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 Pbase duties, responsibilities and limitations of authority of the Design Professional shall net be restricted, modified or extended without written agreement of the Owner and Design Professional. 2.6A 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 wanaaty period described in the Contract for Concoction. The Design Professional shall base authority to set on behalf of the Owner only to the extent provided in the Agreement and these Gerrerd Condition, unless otherwise modified by written instrument 2.65 The Design Professional shall observe the construction site at lens[ 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 w determine if the work is being performed in a naraer 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 onsite visit On the basis of onsite observations to Design Professional shall keep the Owner infored of the progress and quality of to work, and shall exercise the Degree of Cam 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 miler the Agreement The Design Professional shall promptly correct any defective designs or specifications furnished by the Design Professional at no cost to the Owner. The Owners approval, acceptance, use of or payment for all or any pan of the Design Professional's Services hereunder or of the Project itself shall in an way alto the Design Professioal's obligations or the Owners rights hereunder. 2.6.6 The Design Professional shall not have control over or charge of and shall no be responsible for construction memo, methods, techniques, sequences or procedures, or for safety precautions and program; in connection with the work. The Design Professional shall not be responsible far the Contractors schedules or failure to tarty 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 times have access to the work whenever it is in preparation or progress 2.69 Except as may otherwise be provided in the Contact Documents or when direct common]®lions have been specially anthorized, the Owner and Contractor shall communicate through the Design Profgssional. 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 9 the site of the work and evaluations of the Contractors Applications for Payment the Design Professional shall review and certify the amounts due thq Contractor. 2.6.10 The Design Professional's certification fmpayment shall constitute a representation to the Owncer, based on the Design Professional's observations atthe site as provided in Subsection 2.6.5 and on the data comprising Ow Contractors Application for Payment, that the work has progressal to the point indicated and that the quality of the Work is in accordance with the Contract Documents. The foregoing representations ere subject te minor deviations from to Contract Documents cor- rectable prior to completion and to specificRudificatoas 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 to amount certified However, the issuance of a Certificate fro Payment shall act be a representation that the Design Professional has (1) reviewed construction means, methods, txludques, sequences or procedures, or (2) ascertained how or fro what purpose the Contractor has used money previously paid on accoumt of the Contract Sum 2.6.11 The Design Professional shall have the responsibility and audority 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, to 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 person performing portions of the work 2.6.12 The Design Professional shall review and approve or take other appropriate action upon Contaetors submittals such as Shop Drawings, Product Data and Samples for the purpose of (1) determining compliance with applicable laws, statutes, on mantes and codes; and (2) detmnining 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 m 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 h not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quanttes or for substantiating instructions for installation or performance of equipment or systems designed by the Contractor, all of whicb remain the responsibility, of the Contractor to the exam 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 shill not indicate approval of an assembly of which the item is a component When professional certification of performance chemcteristics Page 5 S:\prchWonhaos DocumentsU209-Arehitect Professional Agrnt.the of materials, systc= or equipment is required by the Contract Documents, the Design Professional shall be entided to rely upon such certification in establish that the materials, system 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 die Design Professional as provided in Subsections 3.1.1 and 3.3.3, for the Owner's approval and execution in accordance widi 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 Professional shall conduct inspecliom in detemtine the dates of Substantial Completion and Final Completion, and if requested by the Owvna 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 Constniction to be assembled by the Contractor and shall issue a final certificate for Payment upon compliance with the requirements of the Contact Documents. 2.6.15 The Design Professional shall interpret and provide recommendations on maners concerning perfonmance 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 Conn ofdrawings. When making such interpretations and initial decisions, the Design Professional shall endeavor to secure faithful performance by both Owner and Contractor, and shall act be liable for results or interpretations or decisions u tendered 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 oiler mamas in question between the Owner and Contractor relating to the ezeahtion or progress of the work in 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 defective designs the Design Professional prepares; and (3) by acknowledging payment by the Owner of any fees due, shall not be released from my rights the Owner may have udder 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 ADDITIONAL SERVICES 3.1 GENERAL 3.1.1 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 Boric Services. The services described under Sections 32 and 3.4 shall only be provided if authorized or contained 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 commerce 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 ane not required, the Design Professional shill have no obligation to provide thou services. Owner will be responsible for compensating the Design Professional for Contingent Additional Services only if they are not required due to the negligence err fault of Design Professional. 32 PROJECT REPRESENTATION BEYOND BASIC SERVICES 32.1 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 carrying out such additional on -site responsibilities. 32.2 Project Representatives shall be seleaA employed and directed by the Design Professional, and the Design Professieml shall be compensated therefor as agreed by the Owner and Design Professional. 33 CONTINGENT ADDITIONAL SERVICES 33.1 Making neural revisiom in Dmwings, Specification orode documents who such mvisiom are: I, mconsisent with approvals or instructions previously given by the Owner, including revisions made necessary by adjustments in the Owners program or Project budget; 2. required by the enactment ormvision of codes, laws or regulations subsequent to the preparation of such documents, or 3. due to changes required as a result of the Owners failure to render decision in a timely manner. 332 Providing services required because of significant changes in the Project including, but act limited to, size, quality, complexity, or the Owner's schedule, except for services required under Subsection 2.5.2. 333 Preparing Drawings, Specifications and oiler documentation and supporting data, and providing otter services in connection with Change Orders and Constriction Change Directives. 33.4 Providing consultation concerning replacement of work damaged by fire or other cause during construction, and famishing services required in connection with the replacement of such work 33.5 Providing services made necessary by the default of the Contractor, by major defects or deficiencies in the work of the Contactor, or by failure of perf a mnce of either the Owner or Contactor under the Contact for Construction. Page 6 S:\prch\Contmca DocumeatA3204-Architect Professional Agrmt.doc 33.6 Providing services in evaluating an extensive number of claims submitted by the Contractor mothers in connection with the work. 33.7 Providing services in connection with a public hearing, arbitration proceeding or legal proceeding except where the Design Professional is party thereto 33.8 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 die completion of the Construction Documents Phase. 33.9 Notwithstanding anything contained in the Agreement, Proposal or these Genceml Conditions to the contrary, all services described in this Article 3 that are caused or naessitated in whole or in pan due to the negligent act or omission of the Design Professional shall be perforared by the Design Professional as a pan of the Basic Services under the Agreement with no additional compensation shove 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 3.3.9. 3A OPTIONAL ADDITIONAL. SERVICES 3.4.1 Providing financial feasibility or other special studies. 3.4.2 Providing planning surveys, site evaluations or comparative studies ofpmspcotive sites. 3A3 Providing special surveys, environments] studies and submissions required for approvals of governmental authorities or others having jurisdiction over the ProjeR 3AA Providing services relative to future facilities, systems and equipment 3A5 Providing services to investigate existing conditions or facilities or to mace measured drawings thereof. 3.4.6 Providing services to verify the accuracy of dmvvings mother information famished by the Owner. 3A.7 Providing coordination ofconstruction performed by separate contractors or by the Owners own forces and coordination of services required in connection with construction perforated and equipment supplied by the Owner. 3.4A Providing dwailedquantitysurveys orinvemoriesofmaterial, equipment and laver. 3A.9 Providing analyses ofopemting and maintenance 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 system such as oc tmg, adjusting and balancing preparation of operation and maintenance manuals, training personnel for operation and maintenari . and consultation during operation. 3A.13 Providing interior design and similar services required for or in connection with the selection, procurement or installation of furniture, fundshings and related equipment 3A.14 Providing services other than as provided in Section 2.6.4, after issuance to the Owner of the final Certificate for Payment and expiration ofthe Warranty period ofthe Contract for Construction. 3A.15 Providing services of oonsultans for other than architectural, civil, structural, mechanical and electrical engineering portions ofthe Projectprovided as apart of Basic Services. 3,4.16 Providing any other services not otherwise included in this Agreement a not customarily furnished in accordance with generally accepted architectural practice. 3.4.17 Preparing a act of reproducible record drawings in addition to those required by Subsection 2.6.19, showing significaut changes in the work made during con- strucuon based on marked -up paints, drawings and other data furnished by the Contractor to the Design Professional. 3A.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 pan due to the negligent act or omission ofthe Resign Professional shall be performed by the Design Professional as a pan ofthc Basic Services under the Agreement with an additional compensation above and berm the compensation due the Design Professional for the Basic Services. The intervening or concurrent negligence ofthe 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 Pmfessiona regarding requirements for the Project, including (1) the Owners objectives, (2) schedule and design constrains 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 Owners other cans and reasonable contingencies related to all of these toss. 43 If requested by the Design Professional, the Owner shall famish evidence that financial arrangements have been made to fulfill the Owners obligations under this Agreement 4.4 The Owns shall designate a representative authorized to ad on the Owners behalf with respect to the Project The Owner or such authorized representative shall order decisions in a timely manna 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\Contracts Documens\3204-Architect Professional Agrmtdoc 45 Where applicable, the Owner shall furnish surveys describing physical characteristics, legal limitations and utility Imationa for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; adjacent drainage; rights -of -way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and commons of the 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 in a project benchmark. 4.6 Where applicable, the Owner shall furnish the services of geotechnical 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 soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and re- sistivity tests, including necessary operations for anticipating subsoil conditions, with reports and appropriate professional nxotmcendations. 4.6.1 The Owner shall famish the services of other consultants when such services sre reasonably required by the scope of the Project and are requested by the Design Professional and are not retained by the Resign Professional as pm 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 barardous materials, and other laboratory and environmental tests, inspections and reports required bylaw or the Contract Documents. 4.8 The Owner shall famish all legal, accounting and insurance counseling services as may be necessary at my time for the Project, including auditing services the Owner may require to verify the Contmcmrs 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 fomished at the Owner's expense, and the Design Professional shall be entitled in rely upon the accuracy and complereneas thereof in the absence of my negligence on the part of the Design Professional. 4.10 The Owner shall give pmmptwritten notice to the Design Professional if the Owner becomes aware of my fault or defect in the Project or mncoofortnence with the Contract Documents. 4.11 Design Professional shall propose language fro certificates or certifications to be requested of the Design Professional or Design Professional's consultants and shall submitsuch to the Owner for review and approval a least fourteen (14) days prior to execution The Owner agrees notto request certifications that would require knowledge or services beyond the scope of the Agreement ARTICLE 5 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 designcdor specified bythe Design Professional. 5.11 The Construction Cost shall include due cost at current market tales of labor and materials fimdshed 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 far changes in the work during construction. 5.13 Construction Cost does tat 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 she the responsibility of the Owner as provided in Article 4. 5.2 RESPONSBILrrY FOR CONSTRUCTION COST 52.1 Evaluations of the Owners Project budget, preliminary estimnatev of Construction Cost and detailed estimates of Construction Cost prepared by the Design Professional represent the Design Professional's bestjudg,re rt as a design professional familiar with the construction industry. It is recophizod, however, tlhet neither the Design Professional nor the Owner has control over the cost of labor, materials or equipment, over the Contractors 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 Owners Project budget or from my estimate of Construction 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 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 dewinine what materials, equipment, component systems and types of CCntruction are to be included in the Connect Documents, to make reasonable adjustments in the scope of the Project and in include in the Contract Documents shorts a bids to adjust the Construction Cost to the Cued limit Fixed limits, if my, shall be increased in the amount of an increase in the Contract Sum occurring after execution of to Contract for Construction. 5.23 If the Procurement Pbase has not commereed within 90 days after the Design Professional submits the Construction Documents to the Owner, my Project budget or fixed limit ofConsnuction 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 in remain copies of all such documents. Such documents are intended only be applicable to tltis Project, and Owner's use of such documents in other projects shall beat Owner's sole risk and expense. In the event the Owner uses my of the information or materials developed pursuant to me Agreement in mother project or for other purposes than are specified in the Agreement, the Design Professional is released from my and all liability relating to their use in that project 6.2 Submission or distribution of documents in meet official regulatory requirements or for similar purposes in connection with the Project is not to be construct as publication in derogation of the Design Professional's reserved rights. Page 8 S:\prcMCommcts Documents\5204-Architect Professional Agrrntdoc ARTICLE 7 TERMINATION, SUSPENSION OR ABANDONMENT 7.1 The Design Professional may terminate the Agreement upon not less then thirty days written notice should the Owner fail substantially to perform in accordance with the terms of the Agreement through no fault of the Design Professional. Owner may remtinate the Agreement or any phase thereof with or without cause upon thirty (30) days prior written notice to the Design Professional. AD 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 prim 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 of the Owner upon tertinatim of the Agreement and shall be promptly delivered to the Owner in a reasonably organiad torn. Should Owner subsequently contract with anew Design Professional for continuation of services on the Project, Design Professional shall cooperate in providing infuriation. 7.2 If the Project 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 the Design Pmfessiomal's services. 73 The Agreement may be terminated by the Owner upon not less than seven days written notice to the Design Professional in tie event that the Project is permmently abandoned If the Project is abandoned by the Owner for more fl m 90 consecutive days, the Design Professional or tlu 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 fro tormimation. 75 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 sevw days written notice to the Owner, suspend performance of services ceder the Agreement. 7.6 In the event of summation not the fault of the Design Professional, the Design Professional shall be compensated for services properly and satisfactorily performed prior to termination. ARTICLES PAYMENTS TO THE DESIGN PROFESSIONAL 8.1 DIRECT PERSONNEL EXPENSE 8.1.1 Dow Personnel Expense is defined as the direct salaries of the Design Prolicavional's personnel engaged on the Project and the portion of the cost of them 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. 81 REIMBURSABLE 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 tlm interest of die Project, as identified in the following Clauses. 9.2.1.1 Expense of transportation in connection with the Project; expenses in connection with authorized outof-town travel; long-distance communications; and fees paid for securing approval of authorities having jurisdiction over the Project 8.2.1.2 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 If authorized in advance by the Owner, expense ofovenime work requiring higher than regular cams. &2.IA Expense of renderings, models and mock-ups requested by the Owner. 81.15 Expense of corn{muter-aided design and drnRmg equipment time when used in connection with the Project 9.2.1.6 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, an the basis set forth in Section 2 of the Agreement and the schedule of wotk 83.2 If and to the exam to the time initially established in the Agreement is exceeded or exmrded through no fault of the Design Professional, compensation for any services rendered during the additional period of time shall be computed in the manner set forth in Section 2 of the Agreement 833 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 pottioa of the Project shill be payable to the extent services are performed on tense portions, in accordance with the schedule set forth in Section 2 of the Agreement based on (1) the lowest boa fide bid or (2) if no such bid or proposal is received, die most recent preliminary estimate of Construction Cost or detailed cathartic ofCmnstruction Cost for such portions of the Project 8.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES SAJ 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 of the Design Professional's statement of services rendered or expenses incurred. 8.5 PAYMENTS WITHHELD No deductions shall be made from the Design Professionals 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 true for which the Resign Professional is responsible. Page 9 S:\pmh\Contracts DocumentsW04-Architect Professional Agnnt.doc 8.6 DESIGN PROFESSIONAL'S ACCOUNTING RECORDS Design Professional shall make available to Owner or Owners 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 of the 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 incurred by the Owner, and including, without limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of the Design Professional or its officers, shareholders, agents, or employees in the performance of the Agreement. 9.2 Nothing herein shall be construed to create a liability many person who is not a party to the Agreement, and nothing herein shall waive any of the parties' defenses, both at law or equity, to any claim, cause of action, or litigation filed 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 of 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 of 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 for each accident, and with property damage limits of not less than $100,000 for each accident. 103 Worker's Compensation Insurance in accordance with statutory requirements, and Employers' Liability Insurance with limits of not less than $100,000 for each accident including occupational disease. 10A Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate 10.5 The Design Professional shall famish insurance certificates or insurance policies to the Owner evidencing insurance in compliance with this Article 10 at the time of the execution of the Agreement. The General Liability and Automobile Liability insumuce policies shall name the Owner a an additional insured, the Workers' Compensation policy shall contain a waiver of subrogation in favor of the Owner, and each policy shall contain a prevision that such insurance shall not be canceled or modified without thirty (30) days' prior written notice to Owner and Design Professional. In such event. the Design Professional shall, prior to the effective dam of the change or cancellation, furnish Owner with substitute certificates of insurance meeting the requirements of this Article 10. ARTICLE 11 MISCELLANEOUS PROVISIONS 11.1 The Agreement shall be governed by the laws of the Stara of Tem. Venue of any suit m cause of action under the Agreement shall he 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 party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all cavernous of this Agreement. The Design Prefessiomul shall not assign its interests in the Agreement withoutthe written consent of the Owner. 113 The term Agreement as used herein includes the executed Agreement, the Proposal, these General Conditions and other antachments referenced in Section 3 of the Agreement which together represent the entire and integrated agreement between the Owner and Design Professional and supersedes all prim 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, Pmposal, these General Conditions and the other attachments referenced in Section 3 of the Agreement shall to the extent that is reasonably posdble be read so as to hahtronim the provisions. However, should the provisions of these documents be in conflict an that they can not be reasonably harmonized, such documents shall be given priority in the followmg under: 1. Theececuted Agreement 2. Attachments referenced in Section 3 of the Agreement other than the Proposal 3. These General Provisions 4. The Proposal 11.4 Nothing contained in the Agreement shall create a cannacmal relationship with or a cause of action in favor of a third party against either the Owner in Design Professional. 11.5 Upon receipt of prior wren approval of Owner, the Design Professional shall have the right to include representations of the design of the 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 if the Owner has previously advised the Design Professional in writing of the specific information considered by the Owner to be confn- dential or proprietary. The Owner shall provide professional credit for the Design Professional on the construction sign and in the promotional materials for the Project 11.6 Approval by the Owner shall not constitute, nor be deemed a release of the responsibility and liability of the Design Professional, its employees, associates, agents, subcontractors, and subconsdtants for the accuracy and competency of their designs or other work, nor shall such approval be deemed to be an assumption of such responsibility by the Owner for any defect in the design or other work prepared by the Design Professional, its employees, subcontractors, agents, and consultants. 11.7 All notices, communications, and reports required or permitted under the Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below signature block on the Agreement, certified mail, return receipt requested, unless otherwise specified herein, All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days after mailing. Page 10 S:\pmh\Contracts Documents\3204-Architect Professional Agmrt.doc 11.8 If any provision of the Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered scvemble 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:\preh\Contracts Documents\3204-Architect Professional Agrmtdoc ffiIBIT A Final Draft Architect Work Sheet Outline scope of work: Provide architectural and engineering services for design of a new general aviation terminal building and associated auto parking/access roadway. Special studies for existing terminal structure, aircraft parking apron layout and circulation, and ramp/site development issues in terminal area. Pricing of scope of work: Schematic /Preliminary Design Design Development Construction Documents Construction Contract/Bidding Construction Administration Close -Out Reimbursables (not to exceed) Geotechnical (City to do) Surveys (City to do) Fee for Additional Services Principal Architect Structural Engineer Mechanical Engineer Civil Engineer Technician Clerical Additional pricing: Terminal $ 9,196.00 $10,782.00 $ 26,206.00 $2,466.00 $4,500.00 $1,970.00 Total 555,120.00 $1,500.00 $0.00 $0.00 Scale Drawings for Data, Conduit runs $134.00/hour $78.00/hour $80.00/hour $80.00/hour $80.00/hour $43.00/hour $32.00/hour $2,000.00 Auto Parking/Access $4,005.00 $3,000 $5,997.00 $1,000.00 $2,000.00 $1,250.00 $17,252.00 $0.00 $0.00 $0.00 EffiIRIT A Final Draft ADA/TAC Reviews Energy Approval Security Allowance Special Studies Special Studies Final Cost Estimate $380 - architect pays (reimbursable) $1,100 - City to pay all inspection fees City to pay - plan reviews/permits Need Details Aircraft Parking Apron Layout And Taxiway Circulation - 2 mandays @ $1,400/day = $2,400.00 Existing Building - 3.5 mandays @$640/day = $2,240.00 $1, 500 - City to pay cost