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1987-2112090L NO AN ORDINANCE AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH BRANCH AND TAYLOR ASSOCIATES, INC FOR PROFESSIONAL ARCHITECTURAL SERVICES RELATING TO FIRE STATIONS FIVE AND SIX, 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 Branch and Taylor for professional architectural services relating to Fire Stations Five and Six, under the terms and conditions contained ~n 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 its passage and approval PASSED AND APPROVED this the [7~ day o£~,~ 1987 t~AY STEPHENS, MAYOR ATTEST FER~ALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM DEBRA ADAMI DRAYOVITCH, CITY ATTORNEY 2085L THE STATE OF TEXAS $ AGREEMENT BETWEEN THE CITY OF DENTON AND BRANCH ~ TAYLOR ASSOCIATES, INC COUNTY OF DENTON $ Thzs Agreement made as of the ~ day of~ 1987 between the City of Denton, Texas~erelnaft~r r6£erred to as "Owner" and Branch ~ Taylor Associates, Inc hereinafter referred to as "Archxtect" for the followxng Project Design of Fxre Stations 5 and 6 The Owner and Archxtect agree as set forth below ARTICLE 1 ARCHITECT'S RESPONSIBILITIES 1 1 ARCHITECT'S SERVICES 1 1 1 The Architect's services consxst of those services performed by the Architect, Architect's employees and Architect's consultants as enumerated ~n Articles 2 and 3 of this Agreement and any other services ~ncluded ~n Article 12 1 1.2 The Archxtect's servxces shall be performed as exped~tlously as ~s consistent with the h~ghest degree of profes- sional sk~ll 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 ser- vices which may be adjusted as the Project proceeds, and shall ~nclude allowances for periods of t~me required for the Owner's review and for approval of subm~sslons by authorxt~es having jurisdiction over the Project Txme llmxts established by th~s 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 1 1 3 The services covered by th~s Agreement are subject to the time ltm~tatlons contained ~n Subparagraph 11 5 1 ARTICLE 2 SCOPE OF ARCHITECT'S BASIC SERVICES 2 1 DEFINITION 2 1.1 The Architect's Basic Services consist of those descrIbed in Paragraphs 2 2 through 2 6 and any other services identified in Article 12 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 2 2 SCHEMATIC DESIGN PHASE 2 2.1 The Architect in consultation with the Owner shall develop a written program for the Project to ascertain Owner's needs and to establish the requirements for the Project 2 2 2 The Architect shall provide a preliminary evaluation of the Owner's program, construction schedule and construction budget requirements, each in terms of the other, subject to the limitations set forth in Subparagraph S 2 1 2.2 $ The Architect shall review with the Owner alternative approaches to design and construction o£ the Pro~ect 2 2 4 Based on the mutually agreed-upon program, schedule and construction budget requirements, the architect shall prepare, for approval by the Owner, Schematic Design Documents consisting of drawings and other documents illustrating the scale and relationship of Pro~ect components The Schematic Design shall contemplate compliance with all applicable laws, statutes, ordinances, codes and regulations 2 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 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 Pro~ect 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 adjust- ments to the preliminary estimate of Construction Cost in a further Detailed Statement as described in Paragraph 2 2S PAGE 2 2.4 CONSTRUCTION DOCUMENTS PHASE 2 4 ! Based on the approved design Development Documents and any further adjustments in the scope or quality of the Pro- ject 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 detal! 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 prepa- ration of the necessary bidding information, bidding forms, the Conditions of the contract, and the form of Agreement between the Owner and Contractor 2 4 $ The Architect shall advise the Owner of any adjust- ments 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 S BIDDING OR NEGOTIATION PHASE 2 S 1 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 or negotiated proposals and assist in awarding and preparing contracts for construction 2 6 CONSTRUCTION PHASE - ADMINISTRATION OF THE CONSTRUCTION CONTRACT 2 6 1 The Architect's responsibility to provide Basic Ser- vices for the Construction Phase under this Agreement commences with the award of the Contract for Construction and terminates at the earlier of the issuance to the Owner of the final Certificate for Payment, unless extended under the terms of Subparagraph 10 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 Construction, current as of the date of this Agreement, unless otherwise provided in this Agreement 2 6 3 Construction Phase duties, responsibilities and limitations of authority of the Architect shall not be restricted, PAGE 3 modified or extended without written agreement of the Owner and Architect 2.6.4 The Architect shall be a representative of and shall advise and consult with the Owner (1) during construction, and (2) as an Additional Service at the Owner's direction from time to time during the correction 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 S The Architect shall visit the site at intervals appropriate to the stage of construction or as otherwise agreed by the Owner and Architect in writing to become familiar with the progress and quality of the Work completed and to determine If the Work is being performed in a manner indicating that the Work when completed will be in accordance with the Contract Documents On the basis of on-site observations as an architect, the Archi- tect 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 ~n the work of Contractor or any subcontractors The Architect represents that he will follow the highest pro£es- sIonal standards in performing all services under this Agreement Any defective designs or specifications 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 Architect's services hereunder or of the Project Itself shall in no way alter the Architect's obligations or the Owner's rights hereunder (More extensive site repre- sentation may be agreed to as an Additional Service, as described in Paragraph 3 2 ) 2 6 6 The Architect shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work The Architect shall not be responsible for the Contractor's schedules or failure to carry out the Work in accordance with the Contract Documents except insofar as such failure may result from Architect's acts or omissions The Architect shall not have control over or charge of acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any other persons performing portions of the Work 2 6.7 The Architect shall at all times have access to the Work wherever it is in preparation or progress 2 6 8 Except as may otherwise be provided in the Contract Documents or when direct communications have been specially PAGE 4 authorized, the Owner and Contractor shall communicate through the Architect Communications by and with the Architect's consultants shall be through the Architect 2 6 9 Based on the Architect's observations at the site of the work and evaluations of the Contractor's Applications for Payment, the Architect shall review and certify the amounts due the Contractor 2 6 10 The Architect's certification for payment shall constitute a representation to the Owner, based on the Architect's observations at the site as provided in Subparagraph 2 6 S and on the data comprising the Contractor's Application for Payment, that the Work has progressed to the point indicated and that the quality of the Work is in accordance with the Contract Documents The foregoing representations are subject to minor deviations from the contract Documents correctable prior to completion and to specific qualifications expressed by the Architect The issuance of a Certificate for Payment shall further constitute a representation that the Contractor is entitled to payment in the amount certified However, the issuance of a Certificate for Payment shall not be a representation that the Architect has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences 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 6 11 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 will have authority to require additional inspection or testing of the Work in accordance with the pro- visions of the Contract Documents, whether or not such Work is fabricated, installed or completed However, neither this authority of the Architect nor a decision made in good faith either to exercises or not exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons performing portions of the Work 2.6.12 The Architect shall review and approve or take other appropriate action upon Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the purpose of checking for conformance with information given and the design concept expressed in the Contract Documents The Architect's PAGE S action shall be taken with such reasonable promptness to cause no delay in the Work or ~n the construction of the Owner or of separate contractors, while allowing sufficient t~me in the Architect's professional judgment to permit adequate review Review of such submittals ~s not conducted for the purpose of determining the accuracy and completeness of other details such as d~menslons and quantities or for substantiating Instructions for ~nstallation or performance of equipment or systems designed by the Contractor, all of which remain the responsibility of the Contactor to the extent required by the Contract Documents The Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of construction means, methods, techniques, sequences or procedures The Architect's approval of a specific ~tem shall not ~nd~cate approval of an assembly of which the ~tem ~s a component When professional certification of performance characteristics of materials, systems or equipment ~s required by the Contract Documents, the Architect shall be entitled to rely upon such certification to establish that the materials, systems or equipment w~ll meet the performance criteria required by the Contract Documents 2 6.13 The Architect shall prepare Change Orders and Construction Change Directives, w~th supporting documentation and data ~f deemed necessary by the Architect as provided ~n Subpara- graphs 3 1 1 and 3 3 3, for the Owner's approval and execution ~n accordance w~th the Contract Documents, and may authorize minor changes ~n the Work not Involving an adjustment ~n the Contract Sum or an extension of the Contract T~me which are not ~ncon- s~stent w~th the ~ntent of the Contract Documents 2 6.14 On behalf of the Owner, the Architect shall conduct inspections to determine the dates of Substantial Completion and F~nal Completion, and shall ~ssue Certificates of Substantial and F~nal Completion The Architect w~ll receive and review written guarantees and related documents required by the contact Documents and assembled by the Contractor and shall ~ssue a final cert~f~- cate for Payment 2.6.15 The Architect shall ~nterpret and provide recom- mendations on matters concerning performance of the Owner and Contractor under the requirements of the Contract Documents on written request of e~ther the Owner or Contract The Architect's response to such requests shall be made w~th reasonable prompt- ness and within any t~me limits agreed upon 2.6.16 Interpretations and decisions of the Architect shall be consistent w~th the ~ntent of and reasonably ~nferable from the Contract Documents and shall be ~n writing or ~n the form of drawings When making such ~nterpretat~ons and ~nlt~al PAGE 6 decisions, the Architect shall endeavor to secure faithful per- formance by both Owner and Contractor, shall not show partiality to either, and shall not be liable for results for interpreta- tions or decisions so rendered in good faith in accordance with all the requirements of the Owner-Architect Agreement and in the absence of negligence 2 6 17 The Architect shall render written decisions within a reasonable time on all claims, disputes or other matters in question between the Owner and Contractor relating to the execution or progress of the Work as provided in the Contract Documents ARTICLE 3 ADDITIONAL SERVICES 5 1 GENERAL 5 1.1 The services described in this Article 3 are not included in Basic 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 5 2 and 3 4 shall only be provided if authorized or confirmed in writing by the Owner If services described under Contingent Additional Services in Paragraph 3 3 are required due to circumstances beyond the Architect's control, the Architect shall notify the Owner prior to commencing such services If the Owner deems that such services described under Paragraph 3 5 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 compen- sating the Architect for Contingent Additional Services only if they are not required due to the negligence or fault of Architect 3 2 PROJECT REPRESENTATION BEYOND BASIC SERVICES 3 2 1 If more extensive representation at the site than is described in Subparagraph 2 6 5 is required, the Architect shall provide one or more Pro3ect Representatives to assist in carrying out such additional on-site responsibilities 5 2.2 Pro3ect Representatives shall be selected, employed and directed by the Architect, and the Architect shall be compensated therefor as agreed by the Owner and Architect The duties, responsibilities and limitations of authority of Pro3ect Representatives shall be as described in the edition of AIA Document B35Z current as of the date of this Agreement, unless otherwise agreed PAGE 7 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 described 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 budget, 2 required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents, or 3 due to changes required as a result of the Owner's failure to render decision in a timely manner 3 3 2 Providing services required because of significant changes in the Project including, but not limited to, size, quality, complexity, the Owner's schedule, or the method of bidding or negotiating and contracting for construction, except for services required under Subparagraph S 2 S 3 3 3 Preparing Drawings, Specifications and other documentation and supporting data, and providing other services in connection with Change Orders and Construction Change Directives 3 3 4 Providing services in connection with evaluating substitutions proposed by the Contractor and making subsequent revisions to Drawings, Specifications and other documentation resulting therefrom 3.3.5 Prowd~ng 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 6 Providing services made necessary by the default of the Contractor, by major defects or deficiencies in the Work of the Contractor PAGE 8 3 3.7 Providing services in evaluating an extensive number of claims submitted by the Contractor or others in connection with the Work 3 3 8 Providing services in connection with a public hearing, arbitration proceeding or legal proceeding except where the Architect is party thereto 3 3.9 Preparing documents for alternate, separate or sequential bids or providing services in connection with bidding, negotiation or construction prior to the completion of the Construction Documents Phase 3 4 OPTIONAL ADDITIONAL SMRVICES 3 4 1 Providing financial feasibility or other special studies 3 4 2 Providing planning surveys, site evaluations or comparative studies of prospective sites 3 4.3 Providing special surveys, environmental studies and submissions required for approvals of governmental authorities or others having jurxsdlctlon over the Project 3 4.4 Providing services relative to future facilities, systems and equipment 3.4.5 Providing services to investigate exlstxng conditions or facilities or to make measured drawings thereof 3 4 6 Providing services to verify the accuracy of drawings or other information furnished by the Owner 3 4 7 Providing coordination of construction performed by separate contractors or by the Owner's own forces and coordination of services required in connection with construction performed and equipment supplied by the Owner 3 4 8 Providing services in connection with the work of a construction manager or separate consultants retained by the Owner 3 4.9 Providing detailed quantity surveys or inventories of material, equipment and labor 3.4 10 Providing analyses of owning and operating costs 3 4.11 Providing interior design and other similar services required for or in connection with the selection, procurement or installation of furniture, furnishings and related equipment PAGE 9 3 4 12 Providing services for planning tenant or rental spaces 3 4 13 Making investigations, inventories o£ materials or equipment, or valuations and detailed appraisals o£ existing £acllltles 3 4 14 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 3.4.15 Providing services after issuance to the Owner of the f~nal Certificate for Payment, or in the absence of a final Certificate for Payment, more than 60 days after the date of Substantial Completion of the Work 3.4.16 Providing services of consultants for other than architectural, structural, mechanical and electrical engineering portions of the Project provided as a part of Basic Services 3 4 17 Providing any other services not otherwise Included in this Agreement or not customarily furnished in accordance with generally accepted architectural practice 3 4 18 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 Contractor to the Architect ARTICLE 4 OWNER'S RESPONSIBILITIES 4 1 The Owner shall consult with the Architect regarding requirements for the Project, including (1) the Owner's objectives, (il) schedule and design constraints and criteria, including space requirements and relationships, flexibility, expandab~llty, special equipment, systems and site requirements, as more specifically described in Paragraph 2 21 4 2 The Owner shall establish and update an overall budget £or 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 PAGE 10 4 4 The Owner shall designate a representative authorized to act on the Owner's behalf with respect to the Project The Owner or such authorized representative shall render decisions in a timely manner pertaining to documents submitted by the Architect in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services 4.5 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures, adjacent drainage, rights- o£-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours o£ 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 o£ 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 soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and resistivity tests, including necessary operations for anticipating sub-soil conditions, with reports and appropriate professional recommendations 4.6 1 The Owner shall furnish the services of other consultants when such services are reasonably required by the scope of the Project and are requested by the Architect and are not 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 insurance counseling services as may be necessary at any time for the Project, including auditing services the Owner may require to verify the Contractor's Applications for Payment or to ascertain how or for what purposes the Contractor has used the money pa~d by or on behalf of the Owner 4 9 The serwces, information, surveys and reports required by Paragraphs 4 S through 4 8 shall be furnished at the Owner's expense, and the Architect shall be entitled to rely upon the PAGE 11 accuracy and completeness thereof in the absence of any negli- gence on the part of the Architect 4 10 Prompt written notice shall be given by the Owner to the Architect if the Owner becomes aware of any £ault or defect in the Project or noncon£ormance with the Contract Documents 4 11 The proposed language o£ certificates or certifi- cations requested of the Architect or Architect's consultants shall be submitted to the A~chltect 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 5 1 DEFINITION S 1.1 The Construction Cost shall be the total cost or estimated cost to the Ownec of all elements o£ the Pro3ect designed or specified by the Architect 5 1.2 The Construction Cost shall include the cost at current market rates o£ 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 contlngencle~ shall be included for market conditions at the time of bidding and for changes in the Work during construction S.1.3 Construction Cost does not include the compensation of the Architect and Archlt(ct's consultants, the costs of the land, rights-of-way, flnanctng or other costs which are the responsibility of the Owner as provided in Article 4 S 2 RESPONSIBILITY FOR CONSTROCTION 5 2.1 Evaluations of the Owner's Project budget, pre- llmlnary estimates of Construction Cost and detailed estimates of Construction 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, market or negotiating conditions Accordingly, the Architect cannot and does not warrant or represen~ that bids or negotiated prices 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 PAGE 12 S 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 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, equip- ment, component systems and types of construction are to be included in the Contract Documents, to make reasonable adjust- ments 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 S 2 3 If the Bidding or Negotiation Phase has not commenced within ninety (90) days after the Architect submits the Construc- tion 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 S.2 4 If a fixed limit of Construction Cost (adjusted as provided in Subparagraph S 2 3) is exceeded by the lowest bona fide bid or negotiated proposal, the Owner shall 1 give written approval of an ~ncrease in such fixed limit, 2 authorize reblddlng or renegotlatlng of the Project within a reasonable time, 3 if the Project is abandoned, terminate accordance with Paragraph 8 3, or 4 cooperate in revising the Project scope and quality as required to reduce the Construction Cost 5 2.5 If the Owner chooses to proceed under Clause 5 2 4 4 the Architect, without additional charge, shall modify the Con- tract Documents as necessary to comply with the fixed limit, if established as a condition of this Agreement The modification of Contract Documents shall be the limit of the Architect's responsibility arising out of the establishment of a fixed limit The Architect shall be entitled to compensation in accordance with this Agreement for all services performed whether or not the Construction Phase is commenced PAGE 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 Architect'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 information and reference in connection with the Owner's use and occupancy of the Project The Archi- tect's Drawings, Specification or other documents shall not be used by the Owner or others on other projects, for additions to this Project or for completion of this Project by others, unless the Architect is in default under this Agreement, except by agreement in writing and with appropriate compensation to the Architect 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 This Agreement may be terminated by either party upon not less than seven days written notice should the other party fall substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination 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 PAGE 14 7 4 Failure of the Owner to make payments to the Architect in accordance with this Agreement shall be considered substantial nonperformance and cause for termination 7 S If the Owner falls 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 full is received by the Architect within seven Unless payment in (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 7.6 In the event o£ termination not the fault of the Architect, the Architect shall be compensated for services performed prior to termination ARTICLE 8 MISCELLANEOUS pROVISIONS 8 1 This Agreement shall be governed by the law of the State of Texas 8.2 Terms In this Agreement shall have the same meaning as those in AIA Document A201m 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 agreement between the Owner and Architect and supersedes all prior negotiations, representations or agreements, either written or oral This Agreement may be amended only by written instrument signed by both Owner and Architect 8 5 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Architect PAGE 15 8.6 Unless otherwise provided in this Agreement~ the Archi- tect and Architect's consultants shall have no responsibility for the discovery, presences handling, removal or disposal o£ or exposure o£ persons to hazardous materials in any £orm at the Project slte~ including but not limited to asbestos~ asbestos products, polychlorlnated blphenyl (PCB) or other toxic substances 8 7 The Architect shall have the right to include repre- sentations o£ the design o£ the Project, including photographs of the exterior and lnterlor~ among the Archltectts promotional and professional materials The Archltectts materials shall not include the Owner's con£1dentlal or proprietary information 1£ the Owner has previously advised the Architect in writing o£ the specl£ic ln£ormatlon considered by the Owner to be con£1dentlal or proprietary The Owner shall provide pro£esslonal credit [or the Architect on the construction sign and in the promotional materials £or the Project 8 8 Architect shall maintain in £ull during the term o£ this agreement Professional Liability Insurance in the minimum amount o£ $$00~000 The certificate o£ such insurance is attached as Attached No 4 The city shall be named as an additional insured and shall be given 10 days notice of any cancellation ARTICLE 9 PAYMENTS TO THE ARCHITECT 9 1 DIRECT PERSONNEL EXPENSE 9 I I Direct Personnel Expense is defined as the direct salaries o£ the Architect's personnel engaged on the Project and the portion o£ the cost o£ their mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions and similar contributions and benefits 9.2 REIMBURSABLE EXPENSES 9 2.1 Reimbursable Expenses are in addition to compen- sation 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 PAGE 16 9 2.1.1 Expense of transportation in connection with the Project, expenses In connection with authorized out-of-town travel, long-distance communications, and fees paid for securing approval of authorities having 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 1 4 Expense of renderings, models and mock-ups requested by the Owner 9 2 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 9 2 1 6 Expense of computer-aided design and drafting equipment time when used ~n connection with the Project 9.$ PAYMENTS ON ACCOUNT OF BASIC SERVICES 9 $.1 Subsequent payments for Basic Services shall be made monthly and, where applicable, shall be ~n proportion to services performed within each phase of service, on the basis set forth in Subparagraph 10 2 2 9 3.2 If and to the extent that the time initially established in Subparagraph 10 S 1 of this Agreement ~s exceeded or extended through no fault of the Architect, compensation for any services rendered during the additional period of t~me shall be computed in the manner set forth ~n Subparagraph 10 3 2 9 ~.3 When compensation is based on a percentage of Construction Cost and any portions of the Project are deleted or otherwise not constructed, compensation for those portions of the Project shall be payable to the extent services are performed on those portions, In accordance w~th the schedule set forth in Subparagraph 10 2 2 based on (1) the lowest bona fide bid or negotiated proposal, or (2) if not 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 4.1 Payments on account of the Architect's Additional Services and for Reimbursable Expenses shall be made monthly upon presentation of the Architect's statement of services rendered or expenses incurred PAGE 17 9 S PAYMENTS ~ITHHELD 9 S.1 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 6 ARCHITECT'S ACCOUNTING RECORDS 9 6 1 Records of Reimbursable Expenses and expenses pertaining to Additional 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 at mutually convenient times 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 computed as follows Fees on a percentage basis of construction cost as indicated below --Station No 5 7% of construction cost ($31,500 based on cost of $450,000) *--Station No 6 2 3% of construction cost ($10,350 based on cost of $450,000) *assumes complete reuse of architectural design and drawings of Station No 10 1.2 Where compensation is based on a stipulated sum or percentage of Construction Cost, progress payments for Basic Services in each phase shall total the following percentages of the total Basic Compensation payable Schematic Design Phase twenty percent (20%) Design Development Phase fifteen percent (15%) Construction Documents Phase forty percent (40%) Bidding or Negot~ation Phase five percent (5%) Construction Phase twenty percent (20%) Total basic Compensation one hundred percent (100%) PAGE 18 10 2 COMPENSATION FOR ADDITIONAL SERVICES 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 Representation, 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 $8S 00 per hour Senior Personnel $6S 00 per hour Staff Personnel $4S 00 per hour Clerical $2S 00 per hour 10 2 3 FOR ADDITIONAL SERVICES OF CONSULTANTS, including addlt~onal structural, mechanical and electrical engineering services and those provided under Subparagraph 3 4 17 or identified in Article 11 as part of Addxtxonal Services, a multiple of one and one-tenth {1 10) times the amounts billed to the Architect for such services 10.3 REIMBURSABLE EXPENSES 10 3 1 FOR REIMBURSABLE EXPENSES, as described xn Paragraph 9 2, and any other items included ~n Article 11 as Reimbursable Expenses, a multiple of one and one-tenth (1 10) times the expenses incurred by the Architect, the Architect's employees 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 (see Article 11 2) 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 2 2 10.4 2 Payments are due and payable fifteen (15) days from the date of the Architect's invoice Amounts unpaid thirty (30) days after the invoice date shall bear interest at the rateentered below, or ~n the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Architect at the rate of twelve percent (12%) interest PAGE 19 ARTICLE 11 OTHER CONDITIONS OR SERVICES 11.1 The services of this agreement shall involve the £ollowlng Fire Stations Nos 5 and 6, all being located in Denton, Texas The description and scope of services at each location are as £ollows 11 1 1 Fire Station No 5 Design o£ a new one-story station, approximately 6,000 square feet 11.1.2 Fire Station No 6 Duplicate design o£ Station No 5 11 2 Fire Station No 5 Twelve {12) months £rom date of this agreement 11.2.1 Fire Station No 6 Nine (9) months £rom the date of a Notice to Proceed 11 $ Reimbursable expenses shall also include the services o£ specialized consultants including, but not limited to, civil engineers and landscape architects Compensation of such specialized consultants shall be as per Article 9 2 11.4 Additional Services shall include securing any special munic1pal authorizations required by the City of Denton, including, but not limited to, Variances, Special Use Permits, etc This agreement entered into as of the day and year first written above CITY OF DENTON, TEXAS, BRANCH ~ TAYLOR ~SSOCIATES INC , ARCHITECT~ /' BY ~"~0 BY R~Y STEPHEIqS,' MAYOR M GLeN T~-YLO}~, ~[IA EXECUTIVE VICE PRES ~ENT PAGE 20 ATTEST rFER~AETERS, CITY SECRETARY APPROVED AS TO LEGAL FORM DEBRA ADAMI DRAYOVITCH, CITY ATTORNEY PAGE 21 DA~E November 17, 1987 CI~ COUIlCIL BEPORT TO Mayor and M~mber of the City Council FROM Lloyd V Nawrell, City l~anager SUBJECT PROPOSAL #101 Architectural Services for the Construction of ~o Fire Stations RECOI~EI~DATION We, the review committee, have unanimously agreed and recommend the firm of Branch-Taylor of Dallas as the best affordable architect service for the City of Denton The cost of the architectural services is $31,500 for the first Station and second like Station for $10,350 SL~Y The City of Denton sent out proposal to be received for the necessary architectural services complete through construction We received twenty seven proposals Then after careful evaluation & consideration eight firms were selected to personally interview From these extensive interviews three were selected We then visited sites of Fire Stations called their references & negotiated a price This has been a very detailed & extensive selection process by John Cook, Paul Reed, and Joe Howard from the Fire Department, John Marshall, Tom Shaw from Purchasing and Bruce Hennington of Building Maintenance In our review consulations we interviewed two local Denton firms with other firms from Fort Worth and Dallas The response was great & we feel we have recommended a first class firm at a reasonable very competitive price BACKGROUND The process we have gone through to select this service follows recently enacted legislation for the selection of Professional services through the request for Proposals PROGRAMS~ DEPABT~'AS OR GROUPS Ai~'I'~ Capital Improvements program, Bond Fund and the construction of Fire Station General Fu FISCAL IMPAGT There is no additional impact on the Lloyd V Earrell City l~anager Prepared By: Approved CITY of DENTON, TEXAS PURCHASING DIVISION I gO1 B TEXAS STREET I DENTON TEXAS 76201 MEMORANDUM TO RICK SYEHLA~ DEPUTY CITY MANAGER~/..~ FROM 3OHN MARSHALL~ PURCHASING AGENT'-~ DATE SEPTEMBER 22, 1987 SUB3ECT REQUEST FOR PROPOSALS #101 HIRE ARCHITECTS FOR FIRE STATIONS We sent out to prospective professional architects, those requesting to be notllied numbering over forty These were to be received by 3uly 9, 1987 We received twenty-seven responses We evaluated the twenty-seven using the proposal information we came up with a list of eight to nine We then set up interviews with each of these and interviewed eight firms The City staff, consisting of Tom Shaw, Bruce Hennmgton, 3ohn Cook, Paul Reed, 3De Howard and myself, unan,mously selected three firms These were Hatfield Holcolm, Deely Brown and Branch Taylor These three firms were visited and/or some ol their lire station construction Bvaluat{ons were made on the construction design and other major items I then contacted each of these and negotiated the price w,th each using the same cr,teria ~/e received the negotiated prices and with another meeting unanimously selected the firm of Branch-Taylor as the architectural firm to des,gn the two new fire stations Fire Station #~ at $31,~00 and #6 at $10,3~0 using same design, etc This makes a total of $~1~8.~0 00 for both as per proposal With all the above we have evaluated the best and most advantageous proposal for the City of Denton to design~ bid and construct as proposed to be Branch-Taylor Associates~ Inc of Dallas We received three local architectural proposals and they were given due and equal consideration We recommend then that the City Council award this RFP# I0! for two fire stations to Branch-Taylor Associates~ Inc XC 3ohn McGrane, Director of Finance Lloyd Harrell, City Manager 817/566 8311 DIFW METRO 267 0042 land for the maximum benefit to the City of Denton, Texas, and its citizens SECTION IV Any person who shall violate a provision of this ordinance, or falls to comply therewith or with any of the requirements thereof, or of a permit or certificate issued there- under, shall be guilty of a misdemeanor punishable by a fine not exceeding Two Thousand Dollars ($2,000 00) Each such person shall be deemed guilty of a separate offense for each and every day or portion thereof during which any violation of this ordi- nance is committed, or continued, and upon conviction of any such violations such persons shall be punished within the limits above SECTION V That this ordinance shall become effective fourteen [14) days from the date of its passage, and the City Secretary is hereby directed to cause the caption of this ordinance to be published twice in the Denton Record-Chronicle, the official newspaper of the City of Denton, Texas, within ten (10) days of the date of its passage PASSED AND APPROVED this the~ day of~ , 1987 ATTEST JEVFER Iq~LTERS-, CITY SECRETARY APPROVED AS TO LEGAL FORM DEBRA ADAMI DRAYOVITCH, CITY ATTORNEY Z-1870/Page 2 EXHIBIT "A" M~i'I:IOPI. ISX ~NGINEISRING CO;:II~ORA?ION 87 02152 ~ Claude E Hill 04 June 1987 FIELD NOTES All that certain tract or parcel of land situated in the E Puchalskl Survey Abstract Number 996, Denton County, Texas, said tract also being Lot 3, Block 13 of the Owsley Park Addition as shown of record in Volume 1, Page 6 1/2 of the Plat Records of Denton County, Texas, and being more fully described as follows Beginning for the northwest corner of the tract being described herein, said corner also being the northwest corner of the MF 1 Zone and sald Lot 3, the northeast corner of the General Retail Zone, and Lot I R of said Owsley Park Addition as shown of record in Cabinet B, Slide 204 of the Denton County Plat Records In the south right of way line of West Prairie Street, and bears East 10000 feet from the intersection of the south right of way line of said W Prairie Street with the east right of-way line of Bonnie Brae Avenue, Thence East, along the north line of said MF I Zone, the north line of said Lot 3, and the south right of way line of said E Prairie Street a distance of 500 feet to the northeast corner of the herein described tract, said corner also being the northeast corner of said Lot 3, and the northwest corner of Lot 4, Block 13 of said Owsley Park Addition, Thence South, along the east l,ne of said Lot 3, and the west line of said lot 4, a distance of 1500 feet to the southeast corner of the herein described tract, sa,d corner also being the southeast corner of said Lot 3, the southwest corner of said Lot 4, an the south line of sa,d MF I Zone, and the north line of the MF 2 Zone, Thence West, along the south line of said Lot 3 and said MF I Zone, and the north line of said MF 2 Zone, a distance of 500 feet to the southwest corner of the herein described tract, said corner also being the southwest corner of said Lot 3, and said MF I Zone, and the southeast corner of said Lot I R and said General Retail Zone, Thence North, along the west line of said Lot 3 and said MF I Zone and the east line of said Lot I R, and said General Retail Zone, a distance of 1500 feet to the Point of Beginning and containing 0 172 of an acre of land Z-1870 112c4 F::OF~T WOF~TH [2)F~IVE · [DENTON TI=XAS 72~05 ' [817] D83-141S 250 SOUTH STEMMONS · SUITF: 300 · LF=WlSVILLE TEXAS 75087 · [214] 221-8418