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1992-046e \~pclocs\ord\corgank ord ORDINANCE NO ~ AN ORDINANCE AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH CORGAN ASSOCIATES ARCHITECTS FOR PROFESSIONAL ARCHITECTURAL SERVICES RELATING TO THE IMPLEMENTATION OF THE CITY'S MASTER SPACE PLAN, AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING AN EFFECTIVE DATE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That the Mayor is authorized to execute an agreement between the City of Denton and Corgan Associates Architects for professional architectural services relating to the design and implementation of the City's Master Space Plan, under the terms and conditzons contained in said agreement, which is attached hereto and made a part hereof SECTION II. That the City Council hereby authorizes the expenditure of funds in the manner and amount as specified in the agreement SECTION III. That this ordinance shall become effective Immediately upon ~ts passage and approval PASSED AND APPROVED this the/~ day of ~~__, 1992 ATTEST ~ ~ JENNIFER WALTERS, CITY SECRETARY BY ~__ APPROVED AS TO LEGAL FORM DEBRA A DRAYOVITCH, CITY ATTORNEY ALL00108 AGREEMENT BETWEEN THE CITY OF DENTON AND CORGAN ARCHITECTS This Agreement made as of the /~ay of ~ 1992 between the City of Denton, Texas, hereinafter referred to as "Owner" and Corgan Architects, hereinafter referred to as "ArchItect" for the following Project The Owner and Architect agree as set forth below ARTICLE 1 ARCHITECT'S RESPONSIBILITIES 1 i ARCHITECT'S SERVICES 1.1 i The Archltect,s services consist of those services performed by the Architect, Architect's employees and Architect's consultants as enumerated in Articles 2 and 3 of th~s Agreement and any other services included in Article 11 1.1.Z The Archltect,s servlces shall be performed as expedi- tiously 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 ad3usted 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 ha%lng Jurisdiction over the Pro]ect 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 i i 3 The services covered by this Agreement are subject to the tlme limitations contained in Subparagraph 10 4 1 ARTICLE 2 SCOPE OF ARCHITECT'S BASIC SERVICES 2 I DEFINITION 2 I1 1 The Architect's Basic Services consist of those described in Paragraphs 2 2 through 2 6 and any other services identified in Article 11 as part of Basic Services, and include without limitation 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 PAGE 1 2 2 SCHEMATIC DESIGN PHASE 2 2 I 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 l 1.l 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.l 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 ' I 2 $ 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 establish an elapsed time factor for the period of time from the commencement to the completion of construction 2 3 DESIGN DEVELOPMENT PMASE 2 3 I 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 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 Architect shall prepare, for approval by the Owner, Construction Documents consisting of Drawings and Specifications setting forth in detail PAGE 2 requirements for the construction of the Project, which shall comply with all applicable laws, statutes, ordinances, codes and regulations 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 Jurisdlctlon over the Project 2.5 BIDDING 2 5.~ The Architect, following the Owner's approval of the Construction Documents and of the latest preliminary 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 Pro]ect exceeds the total construction cost of the Project as set forth ~n the approval Detailed Statement of Probable Construction Costs of the Projects submitted by the Architect, then the Architect, as its sole cost and expense, shall revlse the Construction Documents as may be required by the City to reduce or modlfy 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 P~E - ADMZNZSTI~%TZON OF THE CONSTRUCTION CONTRACT 2.6.~ 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 3 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- struction, current as of the date of thls Agreement, unless other- wise provided in this Agreement PAGE 3 2 6 $ 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 Architect 2 6.4 The Architect shall be a representative of and shall advise and consult with the Owner (1) during construction, and (2) as an Additional Service at the Owner's direction from time to time during the warranty period described in the Contract for Construc- tion, 1 e one year 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.$ The Architect shall visit the construction site at least two times a week, regardless of whether construction is in prog- ress, 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 accor- dance 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 lnformed of the progress and quality of the Work, and shall exerclse 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 specifi- cations furnished by the Architect will be promptly corrected 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 Archi- tect's servlces 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 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 acts or omissions The Architect shall not have control over or charge of acts or omis- sions of the Contractor, Subcontractors, or their agents or employ- ees, 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 author- lzed, the Owner and Contractor shall communicate through the Architect Communications by and with the Architect's consultants shall be through the Architect PAGE 4 Z 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 Z 6 L0 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 polnt 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 ls entitled to payment ~n the amount certified However, the issuance of a Certificate for Payment shall not be a representation that the Architect has (1) made exhaustive or con- tlnuous on-site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequen- ces or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment or (4) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum 2.~ ~ The Architect shall have the responsibility and authority 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 Docu- ments, the Architect w~ll 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 dec,sion made in good faith either to exercise or not exercise such authority shall give rise to a duty or responsi- bility of the Architect to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons performing portions of the Work Z 6 ~2 The Architect shall revlew and approve or take other appropriate action upon Contractor's submittals such as Shop Drawings, Product Data and Samples for the purpose of (1) compliance with applicable laws, statutes, ordinances and codes, and (2) determlnlng whether or not the Work, when completed, will be in compliance with the requirements of the Contract Documents The Architect's action shall be taken 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 ~n 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 PAGE 5 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 Contrac- tor to the extent required by the Contract Documents The Archi- tect'e review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of con- structlon means, methods, techniques, sequences or procedures The Archltect's approval of a specific item shall not lndlcate approval of an assembly of which the item is a component When professlonal certlf~oatlon of performance characteristics of materials, systems or equlpment is required by the Contract Documents, the Architect shall be entitled to rely upon such certification to establish that the materlals, systems or equipment will meet the performance criteria required by the Contract Documents 2 6 ~3 The Architect shall prepare Change Orders and Construction Change Directives, with supporting documentatlon 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 executlon in accordance with the Contract Documents, and may authorize mlnor changes in the Work not involving an adjustment in the Contract Sum or an extension of the Contract Time which are not lnconslstent with the intent of the Contract Documents Z.6.~4 On behalf of the Owner, the Archltect shall conduct lnspectlons to determine the dates of Substantial Completlon 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 Contact Documents and assembled by the Contractor and shall issue a final certificate for Payment Z.~ ~$ The Architect shall interpret and provide recommendations on matters concerning performance of the Owner and Contractor under the requlrements of the Contract Documents on written request of either the Owner or Contract The Archltect's response to such requests shall be made with reasonable promptness and w~thin any tlme limits agreed upon Z.6 X6 Interpretatlons and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in wrltlng or ~n the form of drawings When making such interpretations and initial decisions, the Architect shall endeavor to secure falthful performance by both Owner and Contractor, shall not show partiality to either, and shall not be liable for results for lnterpretatlons or decls~ons so rendered ~n good faith in accordance with all the requlrements of the Owner-Architect Agreement and in the absence of negligence 2 ,~.X7 The Architect shall render written decisions wlth~n a reasonable tlme on all clalms, disputes or other matters in PAGE 6 questlon between the Owner and Contractor relating to the execution or progress of the Work as provided in the Contract Documents 2 $ 1S The Architect (1) shall render services under the Agreement in accordance with the highest professional standards prevailing in the 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 diminish any of the Architect's obligations thereunder 2.6.19 The Architect shall provide the Owner with one set of reproducible prints showing all significant changes to the Construction Documents during the Construction Phase and shall also provide the Owner with one set of reproducible as-built Drawlngs for the Owner's file ARTICLE 3 ADDITIONAL SERVICES 3 1 GENERAL $ I 1 The services described in this Article 3 are not included in Baslc Services unless so identified in Article 2, 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 provlded 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 no~ 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 $ 2 i If more extensive representation at the s~te than is described in Subparagraph 2 6 5 ~s required, the Architect shall provide one or more Project Representatives to assist in carrying out such additional on-site responsibilities ~ Z 2 Project Representatives shall be selected, employed and directed by the Architect, and the Architect shall be compensated PAGE 7 therefor as agreed by the Owner and Architect The duties, respon- sibilities and limitations of authorlty of Prelect 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 pro]eot representation shall not modify the rights, responsibilities or obligations of the Architect as described elsewhere in this Agreement 3 3 ~O~ZNGBlf~ P, DDZTZON~L B~RVIC~S 3.3.1 Making material revisions in Drawings, Specifications or other documents when such revisions are i inconsistent with approvals or instructions previously given by the Owner, including revisions made necessary by adjustments in the Owner's program or Project budget, 2 required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents, or 3 due to changes required as a result of the Owner's failure to render decision ~n a timely manner 3 3.2 Providing services required because of significant changes in the Project including, but not limited to, size, quali- ty, complexity, the owner4s schedule, or the method of bidding and contracting for construction, except for services required under Subparagraph 5 2 5 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 3.3.6 Providing services In evaluating an extensive number of claims submitted by the Contractor or others in connection with the Work PAGE 8 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 S Preparing documents for alternate, separate or sequen- tial bads or providing services in connection with bidding, or con- struct~on prior to the completion of the Constructlon Documents Phase 3.4 OPTIONAL ADDXTIONAL SERVICES 3.4.1 Providing financial feasibility or other special studies 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 ex~sting 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 coordinat~on of construction performed by separate contractors or bytheOwner,s own forces and coordination of services required, in c~nnection with cons~ructionperfo~med equipment supplied by the Owner 3 4.S Providing services in connection w~th the work of a con- struction manager or separate consultants retained by the Owner 3.4.9 Providing detailed quantity surveys or ~nventories of material, equipment and labor 3 4.10 Providing analyses of owning and operating costs 3.4.11 Providing inte=ior design and other similar services required for or in connection with the selection, procurement or · nstallation of furniture, furnishings and related equipment 3.4.12 Making investigations, inventories of materials or equipment, or valuations and detailed appraisals of existing facilities PAGE 9 3 4 13 Providing assistance in the utll~zatlon of equipment or systems such as testlng, adjusting and balancing, preparatlon of operatIon and maintenance manuals, training personnel for operation and maintenance and consultation during operation ~ 4 14 Provldlng services other than as provlded in No 4 of Artlcle ll, after lssuance to the Owner of the final Certlflcate for Payment, or in the absence of a final Certificate for Payment, more than 60 days after the date of Substantial Completlon of the Work 3 4.15 Providing services of consultants for other than archi- tectural, structural, mechanical and electrical engineering portlons of the Project provlded as a part of Basic Services 3 4 16 Prov~dlng any other services not otherwlse included in this Agreement or not customarlly furnlshed in accordance w~th gen- erally accepted archltectural practice 3°4 17 Preparlng a set of reproducible record drawings showing significant changes in the Work made during construct~on based on marked-up prlnts, drawlngs and other data furnlshed by the Contractor to the Architect (This is for drawings prepared in addltion to those called for in Section 2 6 19 ) ARTICLE 4 OWNER'S RESPONSIBILITIES 4 i The Owner shall consult with the Architect regarding requirements for the Project, including (1) the Owner's ob]ec- tlves, (2) schedule and design constraints and criteria, Including space requirements and relationships, flexibility, expandablllty, special equipment, systems and site requirements, as more speci- fically 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 furnish evidence that financial arrangements have been made to fulfill the Owner's obligations under this Agreement 4 4 The Owner shall deslgnate a representative authorized to act on the Owner's behalf with respect to the Project The Owner or such authorized representative shall render decks~ons in a time- ly 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 PAGE 10 4 $ The Owner shall furnish surveys describing physical char- acteristlcs, 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 llnes 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 Ail the information on the survey shall be referenced to a project benchmark 4.6 The Owner shall furnish the services of geotechnlcal engineers when such services are requested by the Architect Such services may include but are not limited to test borings, test pits, determinations of soll bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and resistivi- ty tests, including necessary operations for anticipating sub-soil conditions, with reports and appropriate professional recom~endatlons 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 his Basic Services 4 7 The Owner shall furnish structural, mechanical, chemical, air and water pollution tests, tests of hazardous materials, and other laboratory and environmental tests, inspections and reports required by law or the Contract Documents 4 8 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 expense, and the Architect shall be entitled to rely upon the ac- curacy and completeness thereof in the absence of any negligence on the part of the Architect 4 10 Prompt written notice shall be given by the Owner to the Ar=hitect if the Owner becomes aware of any fault or defect in the Project or nonconformance with the Contract Documents 4 11 The proposed language of certificates or certifications requested of the Architect or Architect's consultants shall be PAGE 11 submitted to the Architect for review and approval at least fourteen (14) days prior to execution The Owner shall not request certifications that would require knowledge or services beyond the scope of this Agreement ARTICLE 5 CONSTRUCTION COST $ 1 DEFINITION 5 1 I The Construction Cost shall be the total cost or estimated cost to the Owner of all elements of the Pro]ect designed or specified by the Architect $ i 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 contingencies shall be included for market conditions at the time of bidding and for changes in the Work during construction $ i $ 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 $ Z I Evaluations of the Owner's Project budget, preliminary estimates of Construction Cost and detailed estimates of Construc- tion Cost, if any, 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 estlmate of Construction Cost or evaluation prepared or agreed to by the Architect 5 2 2 No flxed 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 limits 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 PAGE 12 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 $ 2 3 If the Bidding Phase has not commenced within ninety (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 $ 2 4 If a fixed limit of Construction Cost (adjusted as provided in Subparagraph 5 2 3) is exceeded by the lowest bona fide bid, the Owner shall i give written approval of an increase in such fixed limit, 2 authorize reblddlng or renegotlatlng of the Project within a reasonable time, 3 if the Project is abandoned, terminate in accordance with Paragraph 7 3, or 4 cooperate in revising the Project scope and quallty as required to reduce the Construction Cost $ 2 $ If the Owner chooses to proceed under Clause 5 2 4 4 the Architect, without additional charge, shall modify the Contract Documents as necessary to comply with the fixed limit, if estab- lished as a condition of this Agreement The modification of Contract Documents shall be the limit of the Architect's responsi- bility arising out of the establishment of a fixed limit The Architect shall be entltled to compensation in accordance with this Agreement for all services performed whether or not the Construc- tion Phase is commenced USE OF ARCHITECT'S DRAWINGSt SPECIFICATIONS AND OTHER DOCUMENTS 6 I 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 Pro]ect and, unless otherwise provided, the Architect shall be deemed the author PAGE 13 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 occupancy of the Project The Architect's Drawings, Specifications or other documents shall not be used by the Owner or others on other projects or for completion of this Pro]ect by others, unless the project, or any phase thereof, of the Project is complete, Architect is in default of this Agreement, or this Agreement is terminated, at which time such documents become property of the City of Denton which allows Owner freedom to use such documents 6.2 Submission or distribution of documents to meet official regulatory requirements or for similar purposes in connection with the Pro]ect is not to be construed as publication in derogation of the Architect's reserved rights TEZ~MZNATION, S~SPENSION O~ A~ANDONMENT 7.1 This Agreement may be terminated by either party upon not less than seven days written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination ? 15 The City of Denton may terminate This Agreement after the completion of each basic service phase, as set forth in Article 10 i 2 hereof,upon written notice to the Architect 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 Architect or the Owner may terminate this Agreement by giving written notice ? 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 ?.5 If the Owner fails to make payment to Architect within thirty (30) days of receipt of a statement for services properly PAGE 14 performed, the Architect may, upon seven days written notice to the Owner, suspend performance of services under this Agreement Unless payment in full is received by the Architect 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, the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services ? 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 MIBCBLL~NEOUB PROVIBIONB 8 i 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 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 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 Archltect and Architect's consultants shall have no responsibility for the dlscovery, 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, 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 mater~al that an Architect of similar skill and expertise should have noticed PAGE 15 So7 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 materials 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 considered by the Owner to be confidential or proprietary The Owner'shall provide professional credit for the Architect on the construction sign and in the promotional materials for the Project ARTICLE 9 PAYMENTS TO THE ARCHITECT 9 i DIRECT PERSONNEL EXPENSE 9 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 contri- butions and benefits related thereto, such as employment taxes and other statutory employee benefits, 1nsurance, 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 Baeic 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 i Expense of transportation in connection with the Pro3ec~, expenses in connection with authorized out-of-town travel, long-dlistance communications, and fees paid for securing approval of authorities having jurisdiction over the Project 9 2.1.2 Expense of reproductions, 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 I 4 Expense of renderings, models and mock-ups requested by the, Owner 9 ~.1 5 Expense of additional Insurance coverage or limits, including professional liability insurance, requested by the Owner in excess of that normally carried by the Architect and Architect's consultants PAGE 16 9 3 PAYMENTS ON ACCOUNT OF BASIC SERVICES 9 3 I Subsequent 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 Subparagraph t0 2 2 9.3 2 If and to the extent that the t~me 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 portions, 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 9 4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES 9 4 I Payments on account of the ArchItect's Additional Servlces and for Reimbursable Expenses shall be made monthly upon presentation of the Architect's statement of services rendered or expenses incurred 9 $ PAYMENTS WITHHELD 9 5 I No deductions shall be made from the Architect's compensation on account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in the Work other than those for which the Architect is responsible 9 $ ARCHITECT'S ACCOUNTING RECORDS 9 $ I Records of Reimbursable Expenses and expenses pertaining to Addztional Services and services performed on the basis of a multiple of Direct Personnel Expense shall be available to the Owner or the Owner's authorized representative for inspection and copying during regular business hours for three years after the date of the final Certificate of Payment PAGE 17 ARTICLE 10 BASIS O~ 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 the total amount of $189,450 10.1.2 Progress payments for Basic Services in each phase shall total the following percentages of the total Basic CompenSation payable a . Phase I Sohematio Design Phase (Ail three buildings combined) Sub Total $26,250 b . Phase I Moore Building Design and Development $35,000 24% Construction Documents $56,000 40% Bidding $ 8,750 6% Construction $43,750 30% Phase I Sub Total 143,500 Phase II Old C~ty Hall * Design and Development $ 5,400 39% * Construction Documents $ 4,320 29% Bidding $ 1,080 7% Construction $ 4,320 28% Phase II Sub Total $ 15,200 d · Phase III Bx~stinq City Hall Design and Development $ 4,500 100% Construction Documents 0% Bidding 0% Construction 0% Phase III Sub Total $189,450 PAGE 18 * These fees are based on doing drawings for PROJETED construc- tion budget of $200,000 (even if construction does not occur until later) ** As outlined in Article 9 2 reimbursed expenses are not included in this base fee 10.2 COMPENSATION FOR ADDITIONAL SBRVZCES 10.2.1 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES, as described in Paragraph 2 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 11 as part of Additional Services, but excluding services of consultants, compensation shall be computed as follows Principals $ 95 per hour Other Employees 55 (avq) hourly rate See Exhibi~ 10.2.3 FOR ADDITIONAL SERVICES OF CONSULTANTS, including additional structural, mechanical and electrical engineering services and those provided under Subparagraph 3 4 16 or identified in Article 11 as part of Additional Services, a multiple of 1~1 times the amounts billed to the Architect for such services 10,3 RBZMBURBABLB BXPBNBBB 10.3.1 FOR REIMBURSABLE EXPENSES, as described in Paragraph 9 2, and any ether items included in Article 11 as Reimbursable Expenses, a multiple of 1 1 times the expenses incurred by the Architect, the Architect's em- ployees and consultants in the interest of the Project 10,4 ADDITIONAL PROVISIONS 10.4.1 IF THE BASIC SERVICES covered by this agreement have not been completed within 24 months of the date 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 PAGE 19 10.4.2 Archltect may b~ll the City for hours expended every month, beginning thirty (30) days after the Architect begins the work and the City shall endeavor to pay the Architect within thirty (30) days of receiving an invoice However, the City shall not be obligated to pay more than 90% of the total contract price to Architect through monthly invoices, until Architect has completed all services required by this Agreement 10.4.3 Palrments are due and payable thirty (30) days from the date of the Architect's invoice Amounts unpaid thirty (30) days after the invoice date shall bear interest at the rate of one percent (1%) per month ZzRTZCLE L~ OTHER CONDXTXON8 OR 8ERVZCE8 (Insert descrlptions of other services, identify Additional Services included within Basic Compensation and modifications to the payment and compensation terms included in this Agreement ) 1 Insurance and Indemnification Architect shall maintain, at no expense to Owner, ~nsurance coverage placed with companies rated at least B+/X by Beet's Key Rating Guide, includlng a professional liability policy in an amount not less than one million dollars ($1,000,000), lnclud~ng contractual liability coverage All applicable insurance policies 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 agrees to indemnify, hold harmless, and defend the City, 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 services contemplated by this Agreement, based upon allegations of negligent acts or omissions of Architect, its officers, employees and subcontractors 2 Architects' work plan is attached hereto as Exhibit A 3 The parties agree that PSA wlll serve as a consultant to Corgan Associates Architects on the Police and Court's portion of the Phase I implementation PAGE 20 This agreement entered into as of the day and year first written above CITY OF DENTON, TEXAS, CORGAN ASSOCIATES ARCHITECTS OWNER ARCHITECT A~TES~ . / PAGE 21 CITY OF DENTON PHASE I IMPLEMENTATION OF MASTER/SPACE PLAN WORK PLAN The following is Corgan Associates Architects' proposed work plan for the Phase I implementation of the City of Denton Master/Space Plan The supplements below are intended to clarify and give specific examples of the underlying corresponding contractor provisions supplemented In the event of a conflict between the supplement and the provision in the Agreement to which this document is an exhibit, the provision of the agreement shall be controlling I SUPPLEMENT TO ARTICLE 2 2, SCHEMATIC DESIGN PHASEs ORIENTATION, SCHEDULING, PROGRAM ANALYSIS/VERIFICATION A Meet with City Staff Representatives to develop schedule B Set pertinent dates for Staff reviews of deslqns C Discuss Conceptual Design ideas and functional ~eeds with City designated representatives, Executive Committee, Wellness Committee, and Leasee where applicable D Verify existing program, including meeting with all affected departments E Verify spaces and finishes F Inspect and re-verify existing HVAC and electrical conditions G Verify Owner furnished equipment II. SUPPLEMENT TO ARTICLE 2 2~ SCHEMATIC DESIGN PHASE' SCHEMATIC DESIGN Based on the mutually agreed upon (above) program, schedule, construction budget and existing conditions, we propose to A Review the overall s~te plan, exteriors, code compliance, etc of Old City Hall, Existing City Hall and Moore Building We will develop initial site plans (including parking) for each building B Develop schematic floor plans and concepts for all three buildings C Review initial floor plans, interior elevations and design concept sketches with the City DDevelop interior finish selection and concepts E Submit to the City a preliminary detailed estimate of Construction Cost based on current area, volume or other PAGE i F Establish a time table for the per~od of time from the commencement to the completion of constructlon for the three buildIngs Product i Schematic s~te plans 2 Schematlc space plans 3 Schematic ArchItectural design for adaptive reuse of Moore Bulldlng Approval Secure City of Denton approval of schematic plans III SUPPLEMENT TO ARTICLE 2 3, DESIGN DEVELOPMENT PHASE DESIGN DEVELOPMENT Eased upon the approved Schematic Design Documents and any adjustments authorized by the City of Denton in the program, schedule or construction budget, we will prepare for the City's approval Design Development Documents consistIng of drawings and other documents to fix and describe the size and character of the proposed work at the Moore Building, Old City Hall and the existing City Hall (one at a time separately) as to architectural, structural, mechanical and electrical systems, materials and such other elements as may be appropriate which shall comply with all applicable laws, statues, ordinances, codes and regulations In fulfillIng this step, we will A Refine site plans (including parking), floor plans, interior and exterior (Moore Building) elevations of the three facilities with the City Staff B Develop and review preliminary engineerIng drawings (MEP and Structural as required) C Develop, prepare and review further detailed cost estimate with City staff D Develop and prepare phasing and specific "move" plans for each affected department E Review and recommend approval of lease agreements associated with Phase I work Product 1 Developed site plans of Moore Building, Old City Hall and existing City Hall 2 Develop flnal space plans for each department PAGE 2 3 Develop flnal ArchItectural design for interior/exteriors (Moore Building) 4 Phasing/move plans and recommendations Approval Secure City of Denton approval of developed design IV SUPPLEMENT TO ARTICLE 2 4, CONSTRUCTION DOCUMENTS PHASE CONSTRUCTION DOCUMENTATION 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 City, we w~ll prepare, for the City's approval, Construction Documents consisting of Drawings and Specification setting forth in detail, requirements for the construction of the proposed work at the Moore Building, and 1st floor only of Old City Hall (one at a time separately), which shall comply with all applicable laws, statutes, ordinances, codes and regulations We w~ll advise the City of any adjustments to previous preliminary estimates of Construction Cost indIcated by changes in requirements or general market conditions We wlll asslst the City in connection with the City's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the project In fulfilling the above steps, we will A Review final developed design plans with City Staff B Produce Construction Documents (includIng Specifications) C Finalize all materials selections D Meet with relevant City Officials on f~nal review of code compliance Finalize cost estlmate F Present and review with City Staff G Coordinate with City Traffic Control on Moore Building site and street plans Produo~ i Construction documents 2 F~nal cost estimates 3 Bid proposal forms, etc PAGE 3 Approval Secure City of Denton approval of construction documentatIon V SUPPLEMENT TO ARTICLE 2 5, BIDDING BIDDING/BID OPENING Following the City's approval of the Construction Documents and of the latest preliminary estimate of Construction Cost, we shall assist the City awarding and preparing contracts for construction In fulfilling this step, we will A Dellver completed Construction Documents and Specifications, ~ncludlng InvItation to Bid, B~d Bond, Performance Bond, Payment Bond, etc requirements to City of Denton for approval and distribution to General contractors B Ensure that Corgan Associates Project Architect answers Contractor questions during bidding period CBe present and assist with bid open~ng D Asslst in review of bids receIved, make recommendations to City Approval Secure City of Denton approval on bids and successful contractor VI SUPPLEMENT TO ARTICLE Z 6, CONSTRUCTION CONSTRUCTION Upon the award of a Contract for Construction, we will provlde administration of the Contract for Construction as set forth below and the City of Denton's General Conditions of the Contract for Construction In fulfilling this phase, we A CAA Construction AdmInistrator, wlth the C~ty, hold Pre- Construction Meeting B CAAwlll make field visits to construction area to review Contractor's work progress and make field reports per contract C CAA will evaluate Contractor's Applications for Payment and will review and certify the amounts due Contractor PAGE 4 D CAA will reject Work which does not conform to the Contract Documents and will order additional inspection or testing it considers necessary or advisable for implementation of the intent of the Contract Documents E CAA to review Contractor Shop Drawings F CAA to prepare change Orders it deems necessary G CAA to review and process Contractor submitted Operating Manuals H CAA wlll conduct inspections to determine the dates of Substantial Completion and Final Completion, prepare final punch list and issue Certificates of Substantial Completion and Final Completion I CAA wlll receive and review written guarantees and related documents required by the Contract Documents and assembled by the Contractor and will issue a Final Certificate for Payment upon completion of final punch list Approval Secure City of Denton a99roval AAA004D7 PAGE 5