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1993-055ORDINANCE NO. 93-O - AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH HIDELL ARCHITECTS FOR PROFESSIONAL ARCHITECTURAL SERVICES RELATING TO DESIGN OF THE BRANCH LIBRARY FOR THE CITY OF DENTON; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFORE; AND PROVIDING AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION I. That the mayor is authorized to execute an agree- ment between the City of Denton and Hidell Architects for profes- sional architectural services relating to the design and construc- tion of the Branch Library, under the terms and conditions, con- tained in said agreement, which is attached hereto and made a part hereof. SECTION II. That the City Council hereby authorizes the ex- penditure of funds in the manner and amount as specified int he agreement. SECTION III. That this ordinance shall become effective im- mediately upon its passage and approva . PASSED AND APPROVED this the day of 1993. lei BOB CASTLEBERRY, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: DEBRA A. DRAYOVITCH, CITY ATTORNEY BY : ~~I~ f- DATE: MARCH 16, 1993 CITY COUNCIL REPORT TO: Mayor and Members of the City Council FROM: Lloyd V. Harrell, City Manager SUBJECT: RFP #9970 - ARCHITECTURAL/ENGINEERING SERVICES FOR THE DESIGN AND CONSTRUCTION OF A PUBLIC LIBRARY RECOMMENDATION: We recommend this RFP #9970 and contract for professional services be awarded to Hidell Architects in the amount of $113,800.00. SUMMARY: This contract calls for the design and construction of a 15,000 square feet Public Library building. The design will be based on a base building of 10,000 square feet with an additional 5,000 square feet to be designed for bidding as an alternate. The contract further states that should the 5,000 square feet addition not be funded for construction the compensation to the Architect would be reduced $7,510.00 or 33% of the construction phase cost. Included is a tentative work schedule with schematic drawings starting on March 17, 1993 and ending with an estimated completion date of August 30, 1994. The Library Board interviewed four qualified Architects and selected Hidell Architects for recommendation to the City Council. BACKGROUND: Memorandum of March 16, 1993 prepared by Eva Pool, Interim Library Director. FISCAL IMPACT: This contract for professional services will be funded from Library Bonds which have a current balance of $219,005.00. Respect lly submitted: _04 ay.-Zz loy . Harre 1 City Manager Approved: Name: Tom D. Shaw, C.P.M. Title: Purchasing Agent y11-_ agenda.354 -c - CITY 00urn Rlaxw FC~T TO: MAYCR AND mEKBgis OF THE CITY COUNCIL FKK: LI(JYD V. HARRELL, CITY MANAGER SaWBCT: C14)DW4CE AITgi3itl7.1NG THE 1WQR TO E7== AN AGR4M Ni' BE WM THE Cr1Y OF DRUM AMID HIML ARC HrrB=S FCR THE DESIGN AMID ocNSrEmvia OF A 10s000 S"M FEEr MNC H LURARY EXPAMABtE TO 30,000 SQUARE FEED PATE: APRIL 6, 1993 I2HOC TI : The Library recommends that the city council review and approve the contract with Hidell Architects in the amount of $68,000. As you will recall on November 3, 1992, the Library Services and Construction Act (ISCh) Title II Grant was officially signed by the Mayor with the understanding that the construction contract would have to be signed by September 71 1993. We'have since then been given a 60-90 day extension in order to give the Friends of the Emily Fowler Public Library an opportunity to solicit additional monies from various foundations. In order to keep the LSCA Title II Grant amount of $97,133 intact, it is crucial that the Hidell Architect agreement be signed. on December 13, 1986, the citizens of Denton approved a million-dollar bond issue for library inprovement and expansion. The following chronology lists the chain of events that have occurred since 1986: o On June 20, 1989, the Denton Library Board recommended to the City Council Hidell Architects to design the new branch library. o April 12, 1990 - The Library Board recamended the building of a library branch on property to be acquired by the City on Lillian Miller Parkway and Teasley Lane in connection with a fire station. o June 21, 1990 - The plans for the now library building on the proposed City Capital Improvements Plan list were delayed because of the financial position of the City. The $600,000 bond issue anticipated to be sold in 1990/91 was then postponed indefinitely. o January 17, 1991 - The Library Board authorized staff to pay from available bond money estimated Phase I library construction costs for drives and parking lot, public sidewalks, sewer and water lines totalling $81,000 to begin the site development phrase in conjunction with the building of the fire station. o May 15, 1992 - The model of the new branch building, a tentative schedule of design and construction phase was presented to the Denton Library Board by Hidell Architects. o January 12, 1993 - City Council approved the sale of the second issue of bonds totalling for construction of a branch library. Page - 2-FISCAL Il~IPAi.T: The contract calls for the design and construction of a 10,000 square feet branch building with the following costs: Construction Casts ($80 per square foot) Architectural Services Materials testing Total Estimated Project Cost Available funding cn hand as of March 21, 1993: Ddsting Bonds *Authorized/Unissued Bonds Texas State Library Grant Friends of the Library Fundraiser Total Available Funding on Hand First Year Operating Budget Cost Personal Services Maintenance Services Fixed Assets/Supplies Total First Year Operating Budget Cost $ 100,535 16,500 28,400 50,000 $ 195,435 $800,000 68,000 $ • 7,038 $ 875,038 $ 219,005 565,000 97,133 $ 6,591 $ 887,729 The Friends of the Flni.ly Fowler Public Library still have until May 31, 1993 to fulfill their goal to raise $460,000. As stated above, they have only $6,591 to date. The Denton Library Board has discussed the status of the fundraiser and strategies to raise needed funds for a larger facility and/or furnishings. *The $565,000 total here from the original second issue of $600,000 has been diminished to reflect the $25,000 used to pay for the long-ravage plan for the Library and $10,000 surcharge for the bond sale. Lloyd V. Harrell, City Manager PIWr, ;BY: p Eye Poo Interim Library Director 7j F, /Y(a ve Director NunicipaY /Boonmia DeyelOpmerrt AHROO308/033193/js FOR ARCHITECTURAL SERVICES This Agreement made as of the 6L day of , 1993 between the City of Denton, Texas, hereinafter /referred to as "Owner", and Hidell Architects, hereinafter referred to as "Archi- tect" for the following Project: Design and contract administration services for the Branch Library for the City of Denton, Texas. The Owner and Architect agree as set forth below. ARTICLE 1 ARCHITECT'S RESPONSIBILITIES 1.1 ARCHITECT'S SERVICES 1.1.1 The Architect's services consist of those services per- formed by the Architect, Architect's employees and Architect's con- sultants as enumerated in Articles 2 and 3 of this Agreement and any other services included in Article 11. 1.1.2 The Architect's services shall be performed as exped- itiously 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 Owner's 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 review and for approval of submissions by authorities having jurisdiction over the Project. Time limits established by this schedule and approved by the Owner shall not, except for reasonable cause, be exceeded by the Architect or owner, and any adjustments to this schedule shall be mutually acceptable to both parties. 1.1.3 The services covered by this Agreement are subject to the time limitations contained in Subparagraph 10.4.1. ARTICLE 2 SCOPE OF ARCHITECT'S BASIC SERVICES 2.1 DEFINITION 2.1.1 The Architect's Basic Services consist of those describ- ed in Paragraphs 2.2 through 2.6 and any other services identified in Article 11 as part of Basic Services, and include without limi- tation normal structural, mechanical and electrical engineering services and any other engineering services necessary to produce a complete and accurate set of Construction Documents, as described by and required in Paragraph 2.4. 2.2 SCHEMATIC DESIGN PHASE 2.2.1 The Architect, in consultation with the Owner, shall de- velop a written program for the Project to ascertain Owner's needs and to establish the requirements for the Project. 2.2.2 The Architect shall provide a preliminary evaluation of the owner's program, construction schedule and construction budget requirements, each in terms of the other, subject to the limita- tions 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 relation- ship 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, vol- ume or other unit costs and which indicates the cost of each cate- gory 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. Notwithstanding 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 De- tailed Statement as described in Paragraph 2.2.5. 2.4 CONSTRUCTION DOCUMENTS PHASE 2.4.1 Based on the approved Design Development Documents and PAGE 2 any further adjustments in the scope or quality of the Project or in the construction budget authorized by the owner, the Architect shall prepare, for approval by the owner, Construction Documents consisting of Drawings and Specifications setting forth in detail requirements for the construction of the Project, which shall com- ply with all applicable laws, statutes, ordinances, codes and regu- lations. 2.4.2 The Architect shall assist the Owner in the preparation of the necessary bidding information, bidding forms, the Conditions of the contract, and the form of Agreement between the owner and contractor. 2.4.3 The Architect shall advise the Owner of any adjustments to previous 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 jurisdiction 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 esti- mate 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 Architect, 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 Pro- ject 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 issu- ance to the Owner of the final Certificate for Payment, unless ex- tended 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 AIA document A201, General Conditions of the Contract for Con- PAGE 3 struction, current as of the date of this Agreement, unless other- wise provided in this Agreement. 2.6.3 Construction Phase duties, responsibilities and limita- tions of authority of the Architect shall not be restricted, modi- fied or extended without written agreement of the Owner and Archi- tect. 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 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 accord- ance 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. Any defective designs or specifica- tions furnished by the Architect will be promptly corrected by the Architect at no cost to the Owner. The Owner's approval, accep- tance, 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, tech- niques, sequences or procedures, or for safety precautions and pro- grams in connection with the Work. The Architect shall not be re- sponsible 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 omis- sions. 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. PAGE 4 2.6.8 Except as may otherwise be provided in the Contract Doc- uments or when direct communications have been specially author- ized, the owner and Contractor shall communicate through the Archi- tect. 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 Contrac- tor. 2.6.10 The Architect's certification for payment shall consti- tute a representation to the Owner, based on the Architect's obser- vations 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 fore- going representations are subject to minor deviations from the con- tract Documents correctable prior to completion and to specific qualifications expressed by the Architect. The issuance of a Cer- tificate for Payment shall further constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment shall not be a representation that the Architect has (1) reviewed construction means, methods, techniques, sequences or procedures, or (2) ascer- tained how or for what purpose the Contractor has used money pre- viously paid on account of the Contract Sum. 2.6. 11 The Architect shall have the responsibility and author- ity to reject Work which does not conform to the Contract Docu- ments. 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 Con- tract 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 Draw- ings, 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 sepa- rate 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 PAGE 5 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, meth- ods, 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 Construc- tion Change Directives, with supporting documentation and data if deemed necessary by the Architect as provided in Subparagraphs 3.1.1 and 3.3.3, for the Owner's approval and execution in accor- dance with the Contract Documents, and may authorize minor changes in the Work not involving an adjustment in the Contract Sum or an extension of the Contract Time which are not inconsistent with the intent of the Contract Documents. 2.6.14 On behalf of the owner, the Architect shall conduct in- spections 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 required by the Contract for Con- struction 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 recommenda- tions 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- ings. 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 inter- pretations or decisions so rendered in good faith in accordance with all the provisions of this Agreement and in the absence of negligence. PAGE 6 2.6.17 The Architect shall render written decisions within a reasonable time on all claims, disputes or other matters in ques- tion between the Owner and Contractor relating to the execution or progress of the Work as provided in the Contract Documents. 2.6.18 The Architect (1) shall render services under the Agreement in accordance with the highest professional standards prevailing in the Dallas-Fort Worth metroplex area; (2) will reim- burse the Owner for all damages caused by the defective designs the Architect prepares; and (3) by acknowledging payment by the owner of any fees due, shall not be released from any rights the owner may have under the Agreement or diminish any of the Architect's obligations thereunder. 2.6.19 The Architect shall provide the Owner with one (1) set of reproducible prints (as-built Drawings) showing all significant changes to the Construction Documents for the Owner's file. ARTICLE 3 ADDITIONAL SERVICES 3.1 GENERAL 3.1.1 The services described in this Article 3 are not includ- ed 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 de- scribed under Contingent Additional Services in Paragraph 3.3 are required due to circumstances beyond the Architect's control, the Architect shall notify the Owner prior to commencing such services. If the Owner deems that such services described under Paragraph 3.3 are not required, the Owner shall give prompt written notice to the Architect. If the Owner indicates in writing that all or part of such Contingent Additional Services are not required, the Architect shall have no obligation to provide those services. Owner will be responsible for compensating the Architect for Contingent Addition- al 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. PAGE 7 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, respon- sibilities 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. 3.2.3. Through the observations by such Project Representa- tives, the Architect shall endeavor to provide further protection for the Owner against defects and deficiencies in the Work, but the furnishing of such project representation shall not modify the rights, responsibilities or obligations of the Architect as de- scribed elsewhere in this Agreement. 3.3 CONTINGENT ADDITIONAL SERVICES 3.3.1 Making material revisions in Drawings, Specifications or other documents when such revisions are: 1. inconsistent with approvals or instructions previously given by the Owner, including revisions made necessary by adjustments in the owner's program or Project bud- get; 2. required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such docu- ments, or 3. 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, qual- ity, 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 documenta- tion and supporting data, and providing other services in connec- tion with Change Orders and Construction Change Directives. 3.3.4 Providing consultation concerning replacement of Work damaged by fire or other cause during construction, and furnishing services required in connection with the replacement of such Work. 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 8 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 Archi- tect is a party thereto. 3.3.8 Preparing documents for alternate, separate or sequen- tial bids or providing services in connection with bidding or con- struction prior to the completion of the Construction Documents Phase. 3.4 OPTIONAL ADDITIONAL SERVICES 3.4.1 Providing financial feasibility or other special stud- ies. 3.4.2 Providing planning surveys, site evaluations or compara- tive studies of prospective sites. 3.4.3 Providing special surveys, environmental studies and submissions required for approvals of governmental authorities or others having jurisdiction over the Project. 3.4.4 Providing services relative to future facilities, sys- tems and equipment. 3.4.5 Providing services to investigate existing conditions or facilities or to make measured drawings thereof. 3.4.6 Providing services to verify the accuracy of drawings or other information furnished by the Owner. 3.4.7 Providing coordination of construction performed by sep- arate contractors or by the owner's own forces and coordination of services required in connection with construction performed and equipment supplied by the owner. 3.4.8 Providing services in connection with the work of a con- struction 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 faci- lities. PAGE 9 3.4.12 Providing assistance in the utilization of equipment or systems such as testing, adjusting and balancing, preparation of operation and maintenance manuals, training personnel for operation and maintenance and consultation during operation. 3.4.13 Providing interior design and similar services required for or in connection with the selection, procurement or installa- tion of furniture, furnishings and related equipment. 3.4.14 Providing services other than as provided in Section 2.6.4, after issuance to the Owner of the final Certificate for Payment and expiration of the Warranty period of the Contract for Construction. 3.4.15 Providing services of consultants for other than archi- tectural, structural, mechanical and electrical engineering por- tions 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 gen- erally 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 furnished by the Contrac- tor to the Architect. (This is for drawings prepared in addition to those specified in Section 2.6.19.) ARTICLE 4 OWNER'S RESPONSIBILITIES 4.1 The owner shall consult with the Architect regarding re- quirements 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 de- scribed 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 furnish 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 time- ly manner pertaining to documents submitted by the Architect in PAGE 10 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 char- acteristics, 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 adjoining property and structures; adjacent drainage; rights-of-way, restrictions, ease- ments, 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 survey shall be referenced to a project benchmark. 4.6 The Owner shall furnish the services of geotechnical engi- neers when such services are requested by the Architect. Such ser- vices may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evalua- tions of hazardous materials, ground corrosion and resistivity tests, including necessary operations for anticipating sub-soil conditions, with reports and appropriate professional recommenda- tions. 4.6.1 The Owner shall furnish the services of other consul- tants when such services are reasonably required by the scope of the Project and are requested by the Architect and are not retained by the Architect as part of its Basic Services. 4.7 The Owner shall furnish structural, mechanical, chemi- cal, air and water pollution tests, tests of hazardous materials, and other laboratory and environmental tests, inspections and re- ports required by law or the Contract Documents. 4.8 The Owner shall furnish all legal, accounting and insur- ance counseling services as may be necessary at any time for the Project, including auditing services the owner may require to verify the Contractor's Applications for Payment or to ascertain how or for what purposes the Contractor has used the money paid by or on behalf of the Owner. 4.9 The services, information, surveys and reports required by Paragraphs 4.5 through 4.8 shall be furnished at the Owner's ex- pense, 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 Architect. 4.10 The Owner shall give prompt written notice to the Archi- tect if the Owner becomes aware of any fault or defect in the Pro- PAGE 11 ject or nonconformance with the Contract Documents. 4.11 Architect shall propose language for certificates or cer- tifications to be requested of the Architect or Architect's consul- tants 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 5.1 DEFINITION 5.1.1 The Construction Cost shall be the total cost or esti- mated 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 furnished by the Owner and equipment designed, specified, selected or specially provided for by the Architect, plus a reasonable allowance for the Contractor's overhead and profit. In addition, a reasonable allowance for con- tingencies shall be included for market conditions at the time of bidding and for changes in the Work during construction. 5.1.3 Construction Cost does not include the compensation of the 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 Construc- tion 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 evaluation 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 limit has been agreed upon in writing and signed by the parties thereto. If such PAGE 12 a fixed limit has been established, the Architect shall be permit- ted to include contingencies for design, bidding and price escala- tion, 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 6.1 The Drawings, Specifications and other documents prepared by the Architect for this Project are instruments of the Archi- tect's service for use solely with respect to this Project and, unless otherwise provided, the Architect shall be deemed the author of these documents and shall retain all common law, statutory and other reserved rights, including the copyright. The Owner shall be permitted to retain copies, including reproducible copies, of the Architect's Drawings, Specifications and other documents for infor- mation and reference in connection with the owner's use and occu- pancy of the Project. The Architect's Drawings, Specifications or other documents shall not be used by the owner or others on other projects, but may be used for completion of this Project by the Owner or others. 6.2 Submission or distribution of documents to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of the Architect's reserved rights. ARTICLE 7 TERMINATION, SUSPENSION OR ABANDONMENT 7.1 Architect may terminate this Agreement upon not less than thirty days written notice 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 PAGE 13 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 surveys, and other data related to the Project shall become property of the Owner upon termination of the Agreement and shall be promptly delivered to the owner in a reasonably organized form. Should Owner subsequently contract with a new architect for continuation 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 incurred in 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 Ar- chitect 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 non- performance and cause for termination. 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. Un- less 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 Archi- tect, the Architect shall be compensated for services properly performed prior to termination. ARTICLE 8 MISCELLANEOUS PROVISIONS 8.1 This Agreement shall be governed by the laws of the State of Texas. PAGE 14 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 this Agreement. 8.3 The Owner and Architect, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither Owner nor Architect shall assign this Agreement without the written consent of the other. 8.4 This Agreement represents the entire and integrated agree- ment between the Owner and Architect and supersedes all prior nego- tiations, 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 con- tractual 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 form at the Project site, including but not limited to asbestos, asbestos products, poly- chlorinated biphenyl (PCB) or other toxic substances, provided, however, Architect shall have the responsibility to and shall re- port 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 Architect's promotional and professional mate- rials. The Architect's materials shall not include the owner's confidential or proprietary information if the owner has previously advised the Architect in writing of the specific information con- sidered by the Owner to be confidential 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 9.1 DIRECT PERSONNEL EXPENSE 9.1.1 Direct Personnel Expense is defined as the direct sala- ries of the Architect's personnel engaged on the Project and the portion of the cost of their mandatory and customary contributions PAGE 15 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 Pro- ject; expenses in connection with authorized out-of-town travel; long-distance communications; and fees paid for securing approval of authorities having jurisdiction over the Project. 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-aided design and drafting equip- ment 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. 9.3.2 If and to the extent that the time initially established in Subparagraph 10.4.1 of this Agreement is exceeded or extended through no fault of the Architect, compensation for any services rendered during the additional period of time shall be computed in the manner set forth in Subparagraph 10.2.3. 9.3.3 When compensation is based on a percentage of Construc- tion Cost and any portions of the Project are deleted or otherwise not constructed, compensation for those portions of the Project shall be payable to the extent services are performed on those por- tions, in accordance with the schedule set forth in Subparagraph 10.2.2 based on (1) the lowest bona fide bid or (2) if no such bid or proposal is received, the most recent preliminary estimate of Construction Cost or detailed estimate of Construction Cost for such portions of the Project. PAGE 16 9.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES 9.4.1 Payments on account of the Architect's Additional Ser- vices and for Reimbursable Expenses shall be made monthly upon presentation of the Architect's statement of services rendered or expenses incurred. 9.5 PAYMENTS WITHHELD 9.5.1 No deductions shall be made from the Architect's com- pensation on account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in the Work other than those for which the Architect is responsible. 9.6 ARCHITECT'S ACCOUNTING RECORDS 9.6.1 Architect shall make available to owner or owner's au- thorized representative records of Reimbursable Expenses and ex- penses 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 10 BASIS OF COMPENSATION The Owner shall compensate the Architect as follows: 10.1 BASIC COMPENSATION 10.1.1 FOR BASIC SERVICES, as described in Article 2, and any other services included in Article 11 as part of Basic Services, Basic Compensation shall be $68,000.00. 10.1.2 Progress payments for Basic Services in each phase shall total the following percentages of the total Basic Compen- sation payable: o Schematic Design Phase 15% o Design and Development Phase 20% o Construction Documents Phase 40% o Bidding Phase 5% o Construction Phase 20% o Total Basic Compensation 100% PAGE 17 10.2 COMPENSATION FOR ADDITIONAL SERVICES 10.2.1 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES, as described in Paragraph 3.2, compensation shall be computed as follows: On an hourly rate basis, based on Article 10.2.2. 10.2.2 FOR ADDITIONAL SERVICES OF THE ARCHITECT, as described in Articles 3 and 11, other than (1) Additional Project Representa- tion, as described in Paragraph 3.2, and (2) services included in Article it as part of Additional Services, but excluding services of consultants, compensation shall be computed as follows: Principals $ 80 per hour Associates 55 per hour Technical Staff 35 per hour Clerical Staff 35 per hour 10.2.3 FOR ADDITIONAL SERVICES OF CONSULTANTS, including ad- ditional structural, mechanical and electrical engineering services and those provided under Subparagraph 3.4.16 or identified in Arti- cle 11 as part of Additional Services, a multiple of 1.1 times the amounts billed to the Architect for such services. 10.3 REIMBURSABLE EXPENSES 10.3.1 FOR REIMBURSABLE EXPENSES, as described in Paragraph 9.2, and any other items included in Article 11 as Reimbursable Expenses, a multiple of 1.1 times the expenses incurred by the Architect, the Architect's employees and consultants in the in- terest of the Project. 10.4 ADDITIONAL PROVISIONS 10.4.1 IF THE BASIC SERVICES covered by this agreement have not been completed within twenty two (22) months from the date of execution hereof, through no fault of the Architect, extension of the Architect's services beyond that time shall be compensated as provided in Subparagraphs 9.3.3 and 10.2.2. 10.4.2 Payments are due and payable thirty (30) days from the date of the Architect's invoice. Amounts for services properly performed which remain unpaid thirty (30) days after the invoice date shall bear interest at the rate of one (1%) percent per month. 10.4.3 The Owner shall not be obligated to pay more than ninety (90) percent of the total compensation specified in Article 10.1.1 to Architect until he has completed all services provided for herein. PAGE 18 ARTICLE 11 OTHER CONDITIONS OR SERVICES 11.1 Architect shall maintain, at no expense to Owner, a pro- fessional liability (errors and omissions) insurance policy placed with a company rated at least B+/X by Best's Key Rating Guide, authorized to do business in Texas, in an amount not less than one million dollars ($1,000,000). 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 any policies, evidenced by return receipt of United States Certified Mail. Architect shall furnish owner with copies of said policies or certificates evidencing such coverage. 11.2 Architect agrees to indemnify, hold harmless, and defend the City, at Architect's cost, its officers, agents, and employees from and against any and all claims or suits for injuries, damages, loss, or liability of whatever kind or character, arising out of or in connection with the performance by the Architect of those ser- vices contemplated by this Agreement, based upon allegations of negligent acts or omissions of Architect, its officers, agents, employees, consultants and subcontractors. 11.3 Notwithstanding the provisions of Article 3 hereof, Architect agrees to provide the services described in Article 3.4.13 as part of the Basic Services provided in Article 2. 11.4 Notwithstanding any other provision of this Agreement, Architect agrees to provide, as part of the basic services des- cribed in Article 2, a branch library consisting of 10,000 square feet. The design will be based on a base building of approximately 10,000 square feet, to be designed for expansion up to 30,000 square feet. Architect recognizes that owner is soliciting additional funds to construct a library of 15,000 square feet. Architect recognizes and agrees that if the additional funds are collected, to design a base building consisting of approximately 15,000 square feet. If this should occur, the Architect agrees to hold its fees so as not to exceed 8.5% of the additional construction cost resulting from the 5,000 square feet, but not to exceed $80.00 per square foot. 11.5 Tentative Schedule: Start Schematic Drawings May 17, 1993 Schematic Design Review Meeting May 24, 1993 Final Schematic Design Review Meeting June 7, 1993 PAGE 19 Review Design with Code Officials June 9, 1993 Start Design Development June 13, 1993 Design Development Review Meeting June 21, 1993 Design Development Review Meeting June 28, 1993 Final Design Development Review Meeting July 6, 1993 Start Construction Documents July 12, 1993 Construction Document Review Meeting July 26, 1993 Construction Document Review Meeting August 2, 1993 Construction Document Review Meeting August 23, 1993 Send Drawings and Specs to State August 28, 1993 Final Construction Document Review September 13, 1993 Owner Intensive Review Sept. 13-20, 1993 Release Drawings for Bid September 24, 1993 Open Bids October 20, 1993 Architect's Recommendation to City on Low Bidder October 21, 1993 City Review October 21, 1993 Award Construction Contract November 7, 1993 Start Construction November 30, 1993 Estimated Completion October, 1994 PAGE 20 This Agreement entered into as of the day and year first written above. CITY OF DENTON, TEXAS, OWNER HIDELL ARCHITECTS ARCHITECT Il f ~ 1 ' f \ BY: CASTLEBERRY, MA ATTEST: WALTERS, CITY ARY APPROVED AS TO LEGAL FORM: DEBRA A. DRAYOVITCH, CITY ATTORNEY BY: CUZ~ E:\WPDOCS\K\ARCHITEC PAGE 21 f