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HomeMy WebLinkAbout1999-194ORDINANCE NO Aqq AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES CONTRACT WITH CALVERT AND COMPANY ARCHITECTS TO PROVIDE PROFESSIONAL ARCHITECTURAL SERVICES FOR THE RENOVATION OF CENTRAL FIRE STATION AND RELATED SERVICES AS SET FORTH IN THE CONTRACT, PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING AN EFFECTIVE DATE (PROFESSIONAL SERVICES AGREEMENTS (PSA) 2375 — RENOVATION OF CENTRAL FIRE STATION AND RELATED SERVICES AWARDED TO CALVERT AND COMPANY ARCHITECTS IN THE AMOUNT OF $56,500) 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 Calvert and Company Architects for the design of the Renovation of Central Fire Station, a copy of which is attached hereto and incorporated by reference herein SECTION II That the City Manager is authorized to expend funds as required by the attached contract SECTION III That this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this the 0 day of ,1999 JA MI ER, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY 1: LOW!! /I MIA APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTO Y BY BID 2375 - CONTRACTUAL FOR PROFESSIONAL SERVICES ORDINANCE AGREEMENT FOR ARCHITECTURAL SERVICES This agreement made as of the 1 day of JuNE 1999 between the Citv of Denton, Texas hereinafter referred to as "Owner" and Calvert R WAr-chiteets hereinafter referred to as "architect" for the following Project Renovation of Central Fire Station The Owner and architect agree as set forth below ARTICLE 1 ARCHITECT'S RESPONSIBILITIES 1.1 ARCHITECT'S SERVICES 11.1 The architect's services consist of those sentces oerrormed by the architect Architect's emplovees and architect's consultants as enume•atea n articles ' and 3 of this agreement and anv other services included in article I t 1 12 The Architect's services shall be performed as expeditiously as is consistent with the highest degree of professional skill and care and the orderly progress of the Work Upon request of the Owner, the architect shall submit for the Owners approval a schedule for the performance of the architect's services which may be adjusted as the Project proceeds and shall include allow- ances for periods of time required for the Owner's eview and or approval of submissions by authorities having jurisdiction over the Project Time limits esiaoushed by this schedule and approved by the Owner shall not except for reasonable cause oe etceeded by the architect or Owner and anv adjustments to this schedule shall be mutually accentaole to ooth parties 113 The services covered by this Agreement are subject to the time lumtanons contained in Subparagraph I01 1 ARTICLE 2 SCOPE OF ARCHITECT'S BASIC SERVICES 2.1 DEFINITION 2.1.1 The architect's Basic Services consist of those descnoed n Paragraphs 2 2 through 2 6 and anv other services identified in article l 1 as part of Basic Senlces and include without lmu- tanon normal structural, mechanical and electrical engineering services and anv other engineering services necessary to produce a complete and accurate set of Construc,ion Documents as described by and required in Paragraph 2 4 PAGE 1 2.2 SCHEMATIC DESIGN PHASE 2 2 1 The Architect, in consultation with the Owner, shall develop a written program for the Project to ascertain Owner's needs and to establish the requirements for the Project 2.2.2 The Architect shall provide a prehminary evaluation of the Owner's program, construction schedule and construction budget requirements, each in terms of the other, subject to the limitations set forth in Subparagraph 5 2 1 2.2.3 The Architect shall review with the Owner alternative approaches to design and construction of the Project 2.2.4 Based on the mutually agreed -upon program, schedule and construction budget requirements, the Architect shall prepare, for approval by the Owner, Schematic Design Documents consisting of drawings and other documents illustrating the scale and relationship of Project components The Schematic Design shall contemplate compliance with all applicable laws, statutes, ordinances, codes and regulations 2.2.5 The Architect shall submit to the Owner a preliminary detailed estimate of Construction Cost based on current area, volume or other unit costs and which indicates the cost of each category of work involved in constructing the Project and establishes an elapsed time factor for the period of 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 Architect shall prepare for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the Project as to architectural, structural, mechanical and electrical systems, materials and such other elements as may be appropriate, which shall comply with all applicable laws, statutes, ordinances codes and regulations Notwithstandmg Owner's approval of the documents, Architect warrants that the Documents and specifications will be sufficient and adequate to fulfill the purposes of the Project 2.3.2 The Architect shall advise the Owner of any adjustments to the preliminary estimate of Construction Cost in a further Detailed Statement as described in Paragraph 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 Ar- chitect 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 PAGE 2 2.4.2 The Architect shall assist the Owner in the preparation of the necessary bidding information, bidding forms, the Conditions of the contract, and the forth of Agreement between the Owner and contractor 2.4.3 The Architect 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 Architect shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities having junsdiction over the Project 2 5 BIDDING 2.5.1 The Architect, following the Owner's approval of the Construction Documents and of the latest preliminary detailed estimate of Construction Cost, shall assist the Owner in obtaining bids and assist in awarding and preparing contracts for construction 2.5.2 If the lowest bid for the construction of the Project exceeds the total construction cost of the Project as set forth in the approved Detailed Statement of Probable Construction Costs of the Project submitted by the Arclutect, then the Architect, at its sole cost and expense, will revise the Construction Documents as may be required by the City to reduce or modify the quantity or quality of the work so that the total construction cost of the Project will not exceed the total construction cost set forth in the approved Detailed Statement of Probable Construction Costs 2.6 CONSTRUCTION PHASE - ADMINISTRATION OF THE CONSTRUCTION CONTRACT 2.6.1 The Architect's responsibility to provide Basic Services for the Construction Phase under this Agreement commences with the award of the Contract for Construction and terminates at the issuance to the Owner of the final Certificate for Payment unless extended under the terms of Subparagraph 9 3 2 2.6.2 The Architect shall provide detailed administration of the Contract for Construction as set forth below and in the edition of ALA document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement, unless otherwise provided in this Agreement 2.6.3 Construction Phase duties, responsibilities and hm rations of authority of the Architect shall not be restricted, modified or extended without written agreement of the Owner and Architect 2.6.4 The Architect shall be a representative of and shall advise and consult with the Owner (1) during construction, and (2) at the Owner's direction from time to time during the correction, or warranty period described in the Contract for Construction The Architect shall have authority to PAGE 3 act on behalf of the Owner only to the extent provided in this Agreement unless otherwise modified by written instrument 2 6 5 The Architect shall inspect the construction site at least two times a week, regardless of whether construction is in progress, to become familiar with the progress and quality of the Work completed and to determine if the Work is being performed in a manner indicating that the Work when completed will be in accordance with the Contract Documents Architect shall provide Owner a written report subsequent to each on -site visit On the basis of on -site observations as an architect, the Architect shall keep the Owner informed of the progress and quality of the Work, and shall exercise the utmost care and diligence in discovering and promptly reporting to the Owner any defects or deficiencies in the work of Contractor or any subcontractors The Architect represents that he will follow the highest professional standards in performing all services under this Agreement The Architect shall promptly correct any defective designs or specifications furnished by the Architect at no cost to the Owner The Owner's approval, acceptance, use of or payment for all or any part of the Architect's services hereunder or of the Project itself shall in no way alter the Architect's obligations or the Owner's rights hereunder 2 6.6 The Architect shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work The Architect shall not be responsible for the Contractor's schedules or failure to carry out the Work in accordance with the Contract Documents except insofar as such failure may result from Architect's negligent acts or omissions The Architect shall not have control over or charge of acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any other persons performing portions of the Work 2.6 7 The Architect shall at all times have access to the Work wherever it is in preparation or progress 2.6.8 Except as may otherwise be provided in the Contract Documents or when direct communications have been specially authorized, the Owner and Contractor shall communicate through the Architect Communications by and with the Architect's consultants shall be through the Architect 2.6.9 Based on the Architect's observations at the site of the work and evaluations of the Contractor's Applications for Payment, the Architect shall review and certify the amounts due the Contractor 2.6.10 The Architect's certification for payment shall constitute a representation to the Owner, based on the Architect's observations at the site as provided in Subparagraph 2 6 5 and on the data comprising the Contractor's Application for Payment, that the Work has progressed to the point indicated and that the quality of the Work is in accordance with the Contract Documents The foregoing representations are subject to minor deviations from the contract Documents correctable prior to completion and to specific qualifications expressed by the Architect The issuance of a Certificate for Payment shall further constitute a representation that the Contractor is entitled to PAGE 4 payment in the amount certified However, the issuance of a Certificate for Payment shall not be a representation that the Architect has (1) reviewed construction means, methods, techniques, sequen- ces or procedures, or (2) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum 2 6.11 The Architect shall have the responsibility and authontv to reject Work which does not conform to the Contract Documents Whenever the Architect considers it necessary or advisable for implementation of the intent of the Contract Documents, the Architect will have authority to require additional inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed However, neither this authority of the Architect nor a decision made in good faith either to exercise or not exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons performing portions of the Work 2 6.12 The Architect shall review and approve or take other appropriate action upon Contractor's submittals such as Shop Drawings Product Data and Samples for the purpose of (1) determining compliance with applicable laws, statutes, ordinances and codes, and (2) determining whether or not the Work, when completed, will be in compliance with the requirements of the Contract Documents The Architect 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 Architect's professional judgment to permit adequate review Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities or for substantiating instructions for installation or performance of equipment or systems designed by the Contractor, all of which remain the responsibility of the Contractor to the extent required by the Contract Documents The Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of construction means, methods, techniques, sequences or procedures The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component When professional certification of performance characteristics of materials, systems or equipment is required by the Contract Documents, the Architect shall be entitled to rely upon such certification to establish that the materials, systems or equipment will meet the performance criteria required by the Contract Documents 2.6.13 The Architect shall prepare Change Orders and Construction Change Directives, with supporting documentation and data if deemed necessary by the Architect as provided in Sub- paragraphs 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 Stun 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 Architect shall conduct inspections to determine the dates of Substantial Completion and Final Completion, and shall issue Certificates of Substantial and Final Completion The Architect will receive and review written guarantees and related documents PAGE 5 required by the Contract for Construction to be assembled by the Contractor and shall issue a final certificate for Payment upon compliance with the requirements of the Contract Documents 2 6.15 The Architect shall interpret and provide recommendations on matters concerning performance of the Owner and Contractor under the requirements of the Contract Documents on written request of either the Owner or Contractor The Architect's response to such requests shall be made with reasonable promptness and within any time limits agreed upon 2.6.16 Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of draw- mgs When making such interpretations and initial decisions, the Architect shall endeavor to secure faithful performance by both Owner and Contractor, and shall not be liable for results or interpre- tations 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 Architect shall render written decisions within a reasonable time on all claims, disputes or other matters in question between the Owner and Contractor relating to the execution or progress of the Work as provided in the Contract Documents 2.6.18 The Arclutect (1) shall render services under the Agreement in accordance with the highest professional standards prevailing in the Dallas -Fort Worth metroplex area, (2) will reimburse the Owner for all damages caused by the defective designs the Architect prepares, and (3) by acknowledging payment by the Owner of any fees due, shall not be released from any rights the Owner may have under the Agreement or dimmish any of the Architect's obligations thereunder 2 6.19 The Architect shall provide the Owner with I set of reproducible prints showing all sigmficant changes to the Construction Documents during the Construction Phase n.411tS)0*1 ADDITIONAL SERVICES 31GENERAL 3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified in Article 11, and they shall be paid for by the Owner as provided in this Agreement, in addition to the compensation for Basic Services The services described under Paragraphs 3 2 and 3 4 shall only be provided if authorized or confirmed in writing by the Owner If services described under Contingent Additional Services in Paragraph 3 3 are required due to circumstances beyond the Architect's control, the Architect shall notify the Owner prior to commencing such services If the Owner deems that such services described under Paragraph 3 3 are not required, the Owner shall give prompt written notice to the Architect If the Owner indicates in writing that all or part of such Contingent Additional Services are not required, the Architect shall have no obligation to PAGE 6 provide those services Owner will be responsible for compensating the Architect for Contingent Additional Services only if they are not required due to the negligence or fault of Architect 3 2 PROJECT REPRESENTATION BEYOND BASIC SERVICES 3 2.1 If more extensive representation at the site than is described in Subparagraph 2 6 5 is required, the Architect shall provide one or more Project Representatives to assist in carrying out such additional on -site responsibilities 3.2.2 Project Representatives shall be selected, employed and directed by the Architect, and the Architect shall be compensated therefor as agreed by the Owner and Architect The duties, responsibilities and limitations of authority of Project Representatives shall be as described in the edition of AIA Document B352 current as of the date of this Agreement, unless otherwise agreed 3 3 CONTINGENT ADDITIONAL SERVICES 3 3.1 Making material revisions in Drawings, Specifications or other documents when such revisions are inconsistent with approvals or instructions previously given by the Owner, including revisions made necessary by adjustments in the Owner's program or Project budget, required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents or due to changes required as a result of the Owner's failure to render decision in a timely manner 3 3.2 Providing services required because of significant changes in the Project including, but not limited to, size, quality, complexity, the Owner's schedule, or the method of bidding and contracting for construction, except for services required under Subparagraph 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 Providmg consultation concerning replacement of Work damaged by fire or other cause during construction, and turnishing services required in connection with the replacement of such Work 3.3.5 Providing services made necessary by the default of the Contractor, by major defects or deficiencies in the Work of the Contractor, or by failure of performance of either the Owner or Contractor under the Contract for Construction PAGE 7 3 3.6 Providing services in evaluating an extensive number of claims submitted by the Contractor or others in connection with the Work 3 3 7 Providing services in connection with a public hearing, arbitration proceeding or legal proceeding except where the Architect is party thereto 3 3.8 Preparing documents for alternate, separate or sequential bids or providing services in connection with bidding or construction prior to the completion of the Construction Documents Phase 3 4 OPTIONAL 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, environmental studies and submissions required for approvals of governmental authorities or others having junsdicnon 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 fti mshed 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 per- formed and equipment supplied by the Owner 3.4.8 Providing services in connection with the work of a construction manager or separate consultants retained by the Owner 3.4.9 Providing detailed quantity surveys or inventories of material, equipment and labor 3.4.10 Providing analyses of owning and operating costs 3.4.11 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 PAGE 8 operation and maintenance and consultation during operation 34.13 Providing interior design and similar services required for or in connection with the selection, procurement or installation of furniture, turnishings 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 Certificate for Payment and expiration of the Warranty period of the Contract for Construction 3 4.15 Providing services of consultants for other than architectural, structural, mechanical and electrical engineering portions of the Project provided as a part of Basic Services 3 4.16 Providing any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural practice 3.4.17 Preparing a set of reproducible record drawings showing significant changes in the Work made during construction based on marked -up prints, drawings and other data fitrmshed by the Contractor to the Architect (Tins is for drawings prepared in addition to those specified in Section 2 6 19 ) ARTICLE 4 OWNER'S RESPONSIBILITIES 41 The Owner shall consult with the Architect regarding requirements for the Project, including (1) the Owner's objectives, (2) schedule and design constraints and criteria, including space requirements and relationships, flexibility, expendability, special equipment systems and site requirements, as more specifically described in Paragraph 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 Architect, the Owner shall farmsh evidence that financial arrangements have been made to fulfill the Owner's 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 representative shall render decisions in a timely manner pertaining to documents submitted by the Architect in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services 4.5 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and PAGE 9 adjoining property and structures, adjacent drainage, rights-ot-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site, locations, dimensions and necessary data pertaining to existing buildings, other improvements and trees, and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths All the information on the survev shall be referenced to a project benchmark 4 6 The Owner shall furnish the services of geotechnical engineers when such services are requested by the Architect Such services may include but are not limited to test bonngs, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and resistivity tests, including necessary operations for anticipating sub -soil conditions, with reports and appropriate professional recommendations 4 6.1 The Owner shall furnish the services of other consultants when such services are reasonably required by the scope of the Project and are requested by the Architect and are not re- tained by the Architect as part of its Basic Services 4.7 The Owner shall furnish structural, mechanical, cherru- cal, 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 venfy 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 Paragraphs 4 5 through 4 8 shall be furnished at the Owner's expense, and the Architect shall be entitled to rely upon the accur- acy and completeness thereof in the absence of any negligence on the part of the Archtect 410 The Owner shall give prompt written notice to the Architect if the Owner becomes aware of any fault or defect in the Project or nonconformance with the Contract Documents 4.11 Architect shall propose language for certificates or certifications to be requested of the Architect or Architect'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 this Agreement ARTICLE 5 CONSTRUCTION COST PAGE 10 5 1.1 The Construction Cost shall be the total cost or estimated cost to the Owner of all elements of the Project designed or specified by the Architect 5.1.2 The Construction Cost shall include the cost at current market rates of labor and materials famished by the Owner and equipment designed, specified, selected or specially provided for by the Architect, plus a reasonable allowance for the Contractor's overhead and profit In addition, a reasonable allowance for contingencies shall be included for market conditions at the time of bidding and for changes in the Work during construction 5 1.3 Construction Cost does not include the compensation of the Architect and Architect's consultants, the costs of the land, rights -of -way, financing or other costs which are the responsibili- ty of the Owner as provided in Article 4 5.2 RESPONSIBILITY 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 Architect represent the Architect's best judgment as a design professional familiar with the construction industry It is recognized, however, that neither the Architect nor the Owner has control over the cost of labor, materials or equipment, over the Contractor's methods of determining bid prices, or over competitive bidding or market conditions Accordingly, the Architect cannot and does not warrant or represent that bids will not vary from the Owner's Project budget or from any estimate of Construction Cost or evalua- tion prepared or agreed to by the Architect 5.2.2 No fixed limit of Construction Cost shall be established as a condition of this Agreement by the furnishing, proposal or establishment of a Project budget, unless such fixed lumt has been agreed upon in writing and signed by the parties thereto If such a fixed limit has been established, the Architect shall be permitted to include contingencies for design, bidding and price escalation, to determine what materials, equipment, component systems and types of construction are to be included in the Contract Documents, to make reasonable adjustments in the scope of the Project and to include in the Contract Documents alternate bids to adjust the Construction Cost to the fixed limit 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 Bidding Phase has not commenced within 90 days after the Architect 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 USE OF ARCHITECT'S DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS PAGE 11 6 1 The Drawings, Specifications and other documents prepared by the Architect for this Project are instruments of the Architect's service for use solely with respect to tlus Project and, unless otherwise provided, the Architect shall be deemed the author of these documents and shall retain all common law, statutory and other reserved rights, including the copyright The Owner shall be permitted to retain copies including reproducible copies of the Architect's Drawings, Specifications and other documents for information and reference in connection with the Owner's use and occupancy of the Project The Architect's Drawings Specifications or other documents shall not be used by the Owner or others on other projects for additions to this Project or for completion of this Project by others, unless this Agreement is terminated because Architect is in de- fault of this Agreement, at which time the documents become the property of the City of Denton 6.2 Submission or distribution of documents to meet official regulatory requirements or for smular purposes in connection with the Project is not to be construed as publication in derogation of the Architect's reserved rights R'AIICoICs7il TERMINATION, SUSPENSION OR ABANDONMENT 71 Architect may terminate this Agreement upon not less than thuty days written nonce should the Owner fail substantially to perform in accordance with the terms of this Agreement through no fault of the Architect Owner may terminate this Agreement or any phase thereof upon thirty (30) days prior written notice to the Architect with the understanding that immediately upon receipt of such notice, all work and labor being performed under the Agreement shall cease immediately Before the end of the thirty (30) day period, Architect shall invoice the Owner for all work it performed prior to the receipt of such notice No amount shall be due for lost or anticipated profits All plans, field survevs, 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 architect for con- tinuation of services on the Project, Architect shall cooperate in providing information 7 2 If the Project is suspended by the Owner for more than 30 consecutive days, the Architect shall be compensated for services performed prior to notice of such suspension When the Project is resumed, the Architect's compensation shall be equitably adjusted to provide for expenses mcurred m the interruption and resumption of the Architect's services 7 3 This Agreement may be terminated by the Owner upon not less than seven days written notice to the Architect in the event that the Project is permanently abandoned If the Project is abandoned by the Owner for more than 90 consecutive days the Architect or the Owner may terminate this Agreement by giving written notice 7.4 Failure of the Owner to make payments to the ,architect in accordance with this Agreement shall be considered substantial nonperformance and cause for termination PAGE 12 7 5 If the Owner fails to make payment to Architect within thirty (30) days of receipt of a statement for services properly performed, the Architect may, upon seven days written notice to the Owner, suspend performance of services under this Agreement Unless Architect receives payment in full within seven (7) days of the date of the notice, the suspension shall take effect without further notice In the event of a suspension of services under this section, the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services 7.6 In the event of termination not the fault of the Architect, the Architect shall be compensated for services properly performed prior to termination ARTICLE 8 MISCELLANEOUS PROVISIONS 81 This Agreement shall be governed by the laws of the State of Texas 8.2 Terms in this Agreement shall have the same meaning as those in AIA Document A201, General Conditions of the Contract for Construction, current as of the date of thus Agreement 8.3 The Owner and Architect, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other parry to this Agreement and to the partners, suc- cessors, assigns and legal representatives of such other parry with respect to all covenants of this Agreement Neither Owner nor Architect shall assign this Agreement without the written consent of the other 8.4 This Agreement represents the entire and integrated agreement between the Owner and Architect and supersedes all prior negotiations, representations or agreements, either written or oral This Agreement may be amended only by written instrument signed by both Owner and Architect 8.5 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Architect 8.6 Unless otherwise provided in this Agreement, the Architect and Architect's consultants shall have no responsibility for the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials in any torm at the Project site, including but not limited to asbestos, asbestos products, polychlorinated biphenyl (PCB) or other toxic substances, provided, however, Architect shall have the responsibility to and shall report to the Owner the location of any hazardous material that an architect of similar skill and expertise should have noticed 8.7 Upon receipt of prior written approval of Owner, the Architect shall have the right to include representations of the design of the Project, including photographs of the exterior and interior, among the Arcltect's promotional and professional materials The Architect's materials PAGE 13 shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to be confi- dential or proprietary The Owner shall provide professional credit for the Architect on the con- struction sign and in the promotional materials for the Project ARTICLE 9 PAYMENTS TO THE ARCHITECT 91 DIRECT PERSONNEL EXPENSE 9 1.1 Direct Personnel Expense is defined as the direct salaries of the Architect's personnel engaged on the Project and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions and similar contributions and benefits 9 2 REIMBURSABLE EXPENSES 9 2.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Architect and Architect's employees and consultants in the interest of the Project, as identified in the following Clauses 9 2.1.1 Expense of transportation in connection with the Project, expenses in connection with authorized out-of-town travel, long-distance communications, and fees paid for securing approval of authorities having junsdiction over the Project 9 2.1.2 Expense of reproductions (except the reproduction of the sets of documents referenced in Subparagraph 2 6 19), postage and handling of Drawings Specifications and other documents 9 2.1.3 If authorized in advance by the Owner, expense of overtime work requiring higher than regular rates 9.2.1.4 Expense of renderings, models and mock-ups requested by the Owner 9 2.1.5 Expense of computer-atded design and drafting equipment time when used in connection with the Project 9.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES 9.3.1 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 Subpara- graph 10.2 2 PAGE 14 9 3 2 If and to the extent that the time initially establisnee in Subparagraph 10 4 1 of this Agreement is exceeded or extended through no fault or the Architect compensation for anv services rendered during the additional period of time shall be comouted in the manner set forth in Subparagraph 10 2 3 9 3 3 When compensation is based on a percentage of Construction Cost and anv portions of the Project are deleted or otherwise not constructed compensation or those portions of the Project shall be pavable to the extent services are performed on those oortions in accordance with the schedule set forth in Subparagraph 10 3 2 based on (I ) the lowest Dona tide bid or (2) if no such bid or proposal is received the most recent prelimmary estimate or Construction Cost or detailed estimate of Construction Cost for such portions of the Project 9 4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES 9 4.1 Pavments on account of the Architect's Addrtionat Services and for Reimbursable Expenses shall be made monthly upon presentation of the Archuec 's statement of services rendered or expenses incurred 95 PAYMENTS WITHHELD 9 5 1 No deductions shall be made from the Architect's compensation on account of penaltv, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in the Work other than those for which the Architect is responsible 9 6 ARCHITECT'S ACCOUNTING RECORDS 9 6.1 Architect shall make available to Owner or O%%ner's authorized representative recoras 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 copvmg during regular business hours for three vears after the date of the final Certificate of Pavment, or until any litigation related to the Project is Final whichever date is later ARTICLE 10 BASIS OF COMPENSATION The Owner shall compensate the Architect as follows 101 BASIC COMPENSATION 10.1.1 FOR BASIC SER\/ ICES as described in Article'_ anti anv other services included in Article I 1 as part of Basic Services Basic Compensation shall be � 56,500.00 101.2 Progress payments for Basic Services in each phase shall total the following PAGE 15 percentages of the total Basic Compensation pavaote Convert Existing Floor Plans to CADD: 5% $ 2,825 2 Weeks Schematic Design Phase: 10% $ 5,650 2 Weeks Design Development Phase: 10% $ 5,650 2 Weeks Construction Documents Phase: 45% $25,425 6 Weeks Bid/Negotiation Phase: 10% $ 5,650 4 Weeks Construction Administration Phase: 20% $11,300 25 Weeks 10.2 COMPENSATION FOR ADDITIONAL SERF ICES 10.21 FOR PROJECT REPRESENTATION BEAOND 3ASIC SERVICES as described in Paragraph 3 2 compensation shall be computed as ,ollo�%s Hourly per l0_2.2 10 2 2 FOR ADD[TIONAL SERVICES OF THE ARCHITECT as descnoed in Articles 3 and I 1 other than (1) Additional Project Representation as aescnoed in Parag*aon ' 2 and (2) services included in Article I I as part of Additionat Se- ices out zxc uam_e sera Ices Ot consultants compensation shall be computed as tollows Principals SIM oer iour :Associates _Z5 per hour Technical Staff _r per nour Clerical Staff _r per hour 10.2.3 FOR ADDITIONAL. SER\/ICES OF CONSULTA-\7S mctuaing additional structural mechanical and electrical engineenn; �er%ices ana hose provided uncle- Subparagraph 3 4 16 or identified in Article I I as pan of Additional Se- ices a -nultiote or I i imes the amounts billed to the Architect nor such services 103 REIMBliRSABLE EXPENSES 103.1 FOR RE iIMBURSABLE EXPENSES as aescnoea n Paragraph 9: and any other items included in Article l 1 as Reimbursable Expenses a multiple or 1.15 times the expenses incurred by the Architect the Architect's emplovees ana consultants in the interest or the Project 10.4 ADDITIONAL PROVISIONS 10.4.1 IF THE BASIC SER4iCES covered b� this a;reement have not peen completed wlthm 12 months of the date of execution hereot dirou_n no ault of the Architect extension of the Architect's services beyond that time shall be 6ompensated as aroN ided in Subparagraphs 9 3 2 and 10 2 2 104.2 Pavments are due and pavable tom -five i�:l days trom the date of the Architect's PAGE _o invoice Amounts for services properly performed which remain unpaid sixty (60) days after the invoice date shall bear interest at the rate of one (I°'o) percent per month ARTICLE 11 OTHER CONDITIONS OR SERVICES 11 1 Architect shall maintain at no expense to Owner, a professional liability (errors and omissions) insurance policy placed with a company rated at least B+/X by Best's Key Raring Guide, authorized to do business in Texas in an amount not less than one million dollars (51,000,000) Such policy shall name the Owner as additional insured and shall require the giving of written notice to Owner at least thirty days prior to cancellation non -renewal or material modification of policies evidenced by return receipt of United States Certified Mail Architect shall furnish Owner with copies of said policies or certificates evidencing such coverage 112 Architect agrees to indemnify, hold harmless and defend the Citv at Architect's cost, its officers, agents, and emplovees from and against any and all claims or suits for injuries damages, loss, or liability of whatever kind or character, ansing out of or in connection with the performance by the Architect of those services contemplated by this Agreement based upon allegations of negligent acts or omissions of Architect its officers, agents, employees, consultants and subcontractors This Agreement entered into as of the day and vear first written above CITY OF DENTON TEXAS, Calvert A Co/Architects, Inc. OWNER ARCHITECT BY chard A. Ca vert, President