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2012-004 %(+$1$%$1$-"$%.1, 2012004 AdditionalFileExists AdditionalFileContainsRecordsNotPublic,AccordingtothePublicRecords Act Other %(+$2#§º«(´¯º¯§²¹ AmendedbyOrdinanceNo.201232011/13/12JR ORDINANCE NO. 2012-004 AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT (PSA) WITH CONNOLLY ARCHITECTS AND CONSULTANTS FOR DESIGN SERVICES AND CONSTRUCTION OVERSIGHT FOR THE LINDA MCNATT ANIMAL CARE AND ADOPTION FACILITY, AND PROVIDING FOR AN EFFECTIVE DATE (FILE 4817—DESIGN SERVICES AND CONSTRUCTION OVERSIGHT FOR THE L1NDA MCNATT ANIMAL CARE AND ADOPTION FACILITY AWARDED TO CONNOLLY ARCHITECTS AND CONSULTANTS 1N THE AMOUNT OF $440,532). WHEREAS, The professional services provider (the "Provider) mentioned in this ordinance is being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed professional services; and WHEREAS, The fees under the proposed contract axe fair and reasonable and are consistent with and not higher than the recommended practices and fees published by the professional associations applicable to the Provider's profession and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COLTNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. That the City Manager is hereby authorized to enter into a professional service contract with Connolly Architects and Consultants, to provide design services and construction oversight for the Linda McNatt animal Care and Adoption Facility, a copy of which is attached hereto and incorporated by reference herein. SECTION 2. The City Manager is authorized to expend funds as required by the attached contract. SECTION 3. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under the professional services agreement with Connolly Architects and Consultants, the City Manager of the City of Denton, Texas, or his designee. SECTION 4. The findings in the preamble of this ordinance are incorporated herein by reference. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. �'� PASSED AND APPROVED this the � day of ,2012. MA B OUG ,MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: AP VED A TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY > BY; � -� 4-ORD-Fi 4817 PROFESSIONAL SERVICES AGREEMENT FOR ARCHITECT OR EleTGINEER THIS AGREEMENT is made and entered into as of the lst day of December 16, 2011, by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called "Owner" and Connolly Architects, with its corporate office at 2414 Exposition Boulevard, Suite A-2, Austin, Texas 78703 hereinafter called "Design Professional," acting herein, by and through their duly authorized representatives. In consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: SECTION 1 EMPLOYMENT OF DESIGN PROFESSIONAL The Owner hereby contracts with the Design Professional, a licensed Texas architect or engineer, as an independent contractor. The Design Professional hereby agrees to perform the services as described herein and in the Proposal, the General Conditions, and other attachments to this Agreement that are referenced in Section 3, in connection with the Project. The Project shall include, without limitation, (describe the Project in the space below or in an attachment) Design Services package for the planned Linda McNatt Animal Care and Adoption Center. Your scope of services should be based on projected shelter size of 15,216ft2 at an approximate cost of $225 per foot. The following areas should be addressed in your scope of services: l. Identification of a11 services included in the base design services proposal, including site survey (including form board survey), geotechnical site analysis, architectural, landscape, civil (including platting), electrical, mechanical (including an energy management system), plumbing, and structural engineering, independent cost estimating, ADA/TAS plan reviews and inspections, a complete set of construction documents to be submitted to the City for review at 30% - 60% then submitted to the Development Review Committee for comments at 100%, assist in the bidding process, assist in permitting process, and construction management. You may also be asked to work with the Cities Roofing Consultant for roofing and water proofing matters. Include. 2. A full description and explanation of reimbursable expenses and any additional percentage of actual costs. 3. The projected impact of LEED certification requirements. 4. The availability to use electronic/paperless document submissions during the process. Page 1 C:1Usersllarry�.AppData�I.ocal\MicrosoftlWindowslTemporary Internet FileslContent.0utlooklR4AI-IACD2\Connolly Animal Shelter Professional Services Agreement 9 23 1 l(2).doc SECTION 2 COMPENSATION The Owner shall compensate the Design Professional as follows: 2.1 BASIC SERVICES AND REIMBURSABLES EXPENSES 2.1.1 For Basic Services and Reimbursable Expenses the total compensation shall be $ 440,532. 2.1.2 Progress payments for Basic Services and Reimbursable Expenses shall be paid in the following percentages for of the total compensation for the Basic Services satisfactorily completed at the end of the following phases of the Project: Task 1- Schematic Design Phase 17% Task 2- Design and Development Phase 21 % Task 3- Construction Documents Phase 36% Task 4- Bidding Phase 4% Task 5- Construction Phase 23% 2.2 ADDITIONAL SERVICES 2.2.1 Compensation for Additional Services is as follows: Principals $150 per hour Associates $100 per hour Technical Staff $80 per hour Clerical Staff $60 per hour 2.2.2 Compensation for Additional Services of consultants, including additional structural, mechanical and electrical engineering services shall be based on a multiple of 1.1 times the amounts billed to the Design Professional for such additional services. 2.3 ADDITIONAL REIMBURSABLE EXPENSES Additional Reimbursable Expenses shall be a multiple of 1.1 times the expenses incurred by the Design Professional, the Design Professional's employees and consultants in the interest of the Project as defined in the General Conditions and not permitted or compensated without the prior written approval of the Owner. 2.4 PAYMENT SCHEDULE The City shall make payments upon Yeceipt of invoices, in acco�dance with the statutory provisions of Texas Government Code; Chapter 2251.The payment schedule indent'tfied below, strictly follows a rrvlestone pexformance schedule, in complerion of the stated DELNERABLES (Appendix A), and in the approval of invoices submitted to the City, Page 2 C:1UsersllarrylAppDatalLoca11N1icrosoftlWindowslTemporary Internet FileslContent.0utlook�R4AHACD21Connolly Animal Shelter Professional Services Agreement 9 23 11 (2).doc Invoices shall be sent to the following address: City of Denton, Accounts Payable Department 215 East McKinney Street Denton, TX 76201 Company Rep Name: Alma Vigil Phone: 940-349-8223 Email: accounts�a�able a,citvofdenton.com 2.5 NOTICE Any notice required to be given in connection with this Agreement shall be in writing and shall be deemed effective if hand delivered, o� if sent by United States certified mail, xeturn Yeceipt requested, postage prepaid, o� if sent by private receipted courier guaxanteeing same-day or next-dap delivery, addxessed to the respective party at its address provided below. If sent by U.S. certified mail in accordance with this Sect'ton, such notices shall be deemed given and received on the earlier of (a) actual Yeceipt at the address of the named addressee, or (b) on the thixd (3rd) business day after deposit with the United States Postal Service. Notice given by any other means shall be deemed given and received only upon actual receipt at the address of the named addressee. Connolly Architects, Inc. 2414 Exposition Blvd, Suite A2 Austin, TX 78703 Phone: (512) 480-9611 Fax: (512) 927-3590 Email : larr�(a� connollvaia. com http ://www. connollyaia. com/ City of Denton, Texas George C. Campbell, City Manager 215 E. McKinney Denton, Texas 76201 Telephone: 940-349-7100 Email: pur� ,cit��ofdenton.com htt�: / /tivww. cit�ofdenton. coin/ Page 3 C:IUsersUarrylAppDataU.ocallMicrosoftlWindowslTemporary Internet FileslContent.OutlooklR4AHACD21Connolly Mimal Shelter Professional Services Agreement 9 23 11 (2).doc SECTION 3 ENTIRE AGREEMENT This Agreement includes this executed agreement and the following documents a11 of which are attached hereto and made a part hereof by reference as if fully set forth herein: 1. City of Denton General Conditions to Agreement for Architectural or Engineering Services. 2. The Design Professional's Proposal This Agreement is signed by the parties hereto effective as of the date first above written. ATTEST: JENNIFER WALTERS, CITY SECRETARY A P�OVEID/AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: WITNESS BY: CITY OF DENTON BY: � �s GEO GE C. CAMPBELL CITY MANAGER DESIGN FIRM BY: "� � ' Firm's Officer/Representative Page 4 C:IUsersllarrylAppDatalLocallMicrosoftlWindowslTemporary Intemet FileslContent.0utlooklIt4AHACD2\Connolly Animal Shelter Professional Services Agreement 9 23 11 (2).doc C�}1`�TNC�LLY ARC',HI'.i'EC;"1'S & C(.�NSLJI.;TANTS 29 Ih Exposition Boulevard, 5uiteA-2 Aust.in, IP.X35 IHIO3 5 I"l..hfl0.96 I I tiix 5 I"1..h8(1.97 I_3 www.c.onnollyai�.com December 19, 2011 Mr. Herman Lawson Faciliries Management 869 South Woodrow Denton, Texas 76205 Re: LINDA McNATT ANIMAL CARE & ADOPTION CENTER PROPOSAL Dear Mr. Lawson: We have made adjustments as discussed to the original spreadsheet for Architectural & Engineering Services for the new Linda McNatt Animal Care & Adoption Center based on your Novembex 9, 2011 letter. We have attached a concept drawing and a cost estimate to suppoxt this proposal. SCOPE OF PROJECT 1. A new 15,235 squaxe foot Animal Caxe and Adoption Center. 2. A 5001ineal foot �oad extending Nicosia south of Highway 77. The current preliminary estimate fox the construction cost of the Work is $3,623,600. (see spYeadsheet attachment for detail). AGREEMENT Connolly Architects & Consultants proposes to enter into a contract with the City of Denton based on the Agxeement for Pxofessional Services with the following amendments to the General Conditions: Article 2.G.5 The fYequency of site visits is bi-weekly based on an estimated 12-month construction schedule. Article 2.6.19 Significant changes to the Construction Documents can be provided in ACAD and/or PDF electronic file foxmat. COMPENSATION At your request we have included in the Architectural/Engineering Fee Proposal that is inclusive of the following: 1. AxchitectuYal Design 2. Civil Engineering incluciirig surveying. 3. Structural Engineering 4. Mechanical/Electrical/Plumbing Engineering 5. Landscape Architecture 6. Technology Design (Local Area Netwoxk cabling & pathways) page 1 of 3 Wotk Phases per Agreement Fee Schematic Design Design and Development Phase Const�-uction Documents Bid Documents Construction Services Total Lump Surn Fee EXCLUSI ONS $72,019 $93,138 $156,445 $19,583 $99,347 $440,532 � � C� l�T l�T C�,LL� ARCHITECTS & CONSU.I..!'.4N I'S 2414 Exposition Boulevard, Su�te A-2 Austin,Texas 78703 512,480.961 I fax 512.480.9713 w�,vw,connollyaia.com Asbestos Survey, Design and Abatement. We are unable to perfoxm these services due to limitations of our professional liability insuiance. 2. Coinrrussioning 3. LEED Certification Services 4. HVAC Test & Balance 5. Permit & Utility Fees COMPENSATION FOR ADDITIONAL SERVICES Additional Seivices would be at cost plus 10% for consultants and outside vendoYS and oux standard hourly iates for Aichitectural SeLVices. REIMBURSABLES Outside ieproduction costs foi any piinting and shipping ovei and above that listed in the detailed proposal if requued will be ieimbw:sed at cost plus ten percent (10%). HOURLY RATES Tlze hourly charge will be as follows: Principal Project rlrchitect Staff Ai:chitect .Aichitectural Intern BILLING AND PAYMENT $150.00 $100.40 �80.00 $60.00 Billing will be monthly based on the peicentage of design completion plus reimbursable expenses. Payment is due within 30 days of the invoice. OWNER'S RESPONSIBILITIES page 2 of 3 CC�NNC�LLY ARCHI".CEC:;"1'S & Cf.)NSLII.;I'ANTS 191 h Exposition Boulev<ird, Suite A-L Atastin, �P.X85 IH%Q3 5 I l.�}8b.96 I I fax S I"1..h80.97 I 3 www.connollyaia.com BILLING AND PAYMENT Billing will be monthly based on the percentage of design completion plus reimbursable expenses. Payment is due within 30 days of the invoice. OWNER'S RESPONSIBILITIES As indicated in the City of Denton Agreement for Professional Services. If this pYOposal is acceptable, please let us know and we will execute the Agreement for Pxofessional Services. We look forward to work�ng with you on this project. SinceYely, // / / Lawrence Connolly, AIA Attachments page 3 of 3 FLOOR PLAN �.�. .__._ ( I I I I I I .....� � 1 �----� .�._. .._._ .� � � --- _._.,. .�.__ 1 f l 1 1 I i I ! I i 1 ! 1 � � �� � �r ��� ��k t ■�'i■■■■■■i , �► �� I I I I I I I I �-----_�..J CITY OF DENTON GENERAL CONDITIONS TO AGREEMENT FOR ARCHITECTURAL OR ENGINEERING SERVICES ARTICLE 1. ARCHTI'ECT OR ENGINEER'S RESPONSIBILTI'IES 1.1 The Architect or Engineer's services consist of tttose services for the Project (as defined in the agreement (the "AgreemenY') and proposal (the "Proposal") to which these General Conditions are attached) performed by the Architect or Engineer (hereinafter called the "Design ProfessionaP') or Design Professional's employees and consultants as enumerated in Articles 2 and 3 of these General Conditions as modified by the Agreement and Proposal (the "Services"). 1.2 The Design Professional will perform all Services as an independent contractor to the prevailing professional standards consistent with the level of caze and skill ordinarily exercised by members of the same profession cuttently practicing in the same locality under similar conditions, including reasonable, informed judgments and prompt timely actions (the "Degree of Care"). The Services shall be performed as expeditious(y as is consistent with the Degree of Care necessary for the arderly progress of the Project. Upon request of the Owner, the Design Professional shall submit for the Owner's approval a schedule for the performance of the Services which may be adjusted as the Project proceeds, and shall include allowances for periods of time required for the Owner's review and for approval of submissio�s by authorities having jurisdiction over the Project. Time limits established by this schedule and approved by the Owner shall not, except for reasonable cause, be exceeded by the Design Professional or Owner, and any adjustrnents to this schedule shall be mutua(ly acceptable to both parties. ARTICLE 2 SCOPE OF BASIC SERVICES 2.1 BASIC SERVICES DEFINED The Design Profiessional's Basic Services consist of those described in Sections 2.2 through 2.6 of these General Conditions and include without limitation nortnal structural, civil, 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 Section 2.4. The Basic Services may be modified by the Agreement. 2.2 SCHEMATIC DESIGN PAASC 2.21 The Design Professional, in consultation with the Owner, shall develop a written program for the Project to ascertain Owner's �eeds and to establish the requirements for the Project. 2.2.2 The Design Professional 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 Subsection 5.2.1. 2.2,3 The Design Professional shall review with the Owner altemative approaches to design and construction of the Project. 2.2.4 Based on the mutually agreed-upon program, schedule and construction budget requirements, the Design Professional shall prepare, for approval by the Owner, Schematic Design Documents consisting of drawings and other documents illustrating the scale and relationship of Project components. The Scl�ematic Design shall contemplate compliance with al( applicable laws, statutes, ordinances, codes and regulations. 2.2.5 The Design Professional shall submit to the Owner a preliminary detailed estimate of Construction Cost based on cunent area, volume or other unit costs and which indicates the cost of each category of work involved in w�structing the Project and establishes an elapsed time factor for the period of time from the commencement to the completion of construction. 2.3 DESIGN DEVELOPMENT PHASE 2.31 Based on the approved Schematic Design Documents and any adjustments authorized by the Owner in the program, schedule or construction budget, the Design Professional 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 ro architectural, structural, mechanical and electrical systems, materials and such other elements as may be appropriate, which shall comply with all applicable laws, statutes, ordina�ces, codes and regulations. Notwithstanding Owner's approval of the documents, Design Professional represents that the Documents and specifications will be sufficient and adequate to fulfill the purposes of the Project. 2.3.2 The Design Professional shall advise the Owner of any adjustments to the preliminary estimake ofConstruction Cost in a further Detailed Statement as described in Sectian 22.5. 2.4 CONSTRUCTION DOCUMCNTS PHASE 2.41 Based on the approved Design Development Documents and any further adjustments in the scope or quality of the Project or in the conshuction budget authorized by the Owner, the Design Professional shall prepare, for approval by the Owner, Construction Documents consisting of Drawings and Specifications setting forth in detail requirements for the construcUon of the Project, which shall comply with all applicable laws, statutes, ordinances, codes and regulations. 2.4.2 The Design Professional shall assist the Owner in the preparation of the necessary bidding or procurement inforrnation, bidding or procurement forms, the Conditions of the contract, and the form of Agreement beriveen the Owner and contractor. 2.4.3 The Design Professional shall advise the Owner of any adjuslments to previous preliminary estimates of Construction Cost indicated by changes in requirements or general market conditions. 2.4.4 The Design Professional shall assist the Owner in connection with the Owner's responsibiliry for filing documents required for the approval of govemmental authorities having jurisdiction over the Project, 2.5 CONSTRUCI'ION CONTRACT PROCUREMENT Page 5 C:1UsersllarrylAppDatalLocallMicrosoftlWindowslTemporary Internet FileslContent.OutlooklR4AHACD21Connolly Animal Shelter Professional Services Agreement 9 23 11 (2).doc 2.5.1 The Design Professional, following the Owner's approval of the Construction Documents and of the latest preGminary detailed estimate of Construction Cost, shall assist the Owner in procuring a wnstruction contract for the Project through any procurement method that is legally applicable to the Project including without limitation, the competitive sealed bidding process. Although the Owner will consider the advice of the Design Professional, the award of the construction contract is in the sole discretion of the Owner. 2.5.2 If the construction contract amount for the Project exceeds the total construction cost of the Project as set forth in the approved Detailed Statement of Probable Construction Costs of the Project submitted by the Design Professional, then the Design Professional, at its sole cost and expense, will revise the Construction Documents as may be required by the Owner to reduce or modify the quantity or quality of the work so that the total construction cost of the Project will not exceed the total construction cost set forth in the approved Detailed Statement of Probable Construction Costs. 2.6 CONSTRUCTION PHASE - ADMINISTRATION OF THE CONSTRUCTION CONTRACT 2.6.1 The Design Professional's responsibility to provide Basic Services for the Conshuction Phase under this Agreement commences with the award of the Contract for Conshuction and terminates at the issuance to the Owner of the final Certificate for Payment, unless extended under the terms of Subsection 8.3.2. 2.6.2 The Design Professional shall provide detailed administration of the Contract for Construction as set forth below. For design professionalss the administration shall also be in accordance with AIA document A201, General Conditions of the Contract for Consiruction, current as of the date of the Agreement as may be amended by the City of Denton special conditions, unless otherwise provided in the Agreement. For engineers the administration shall also be in accordance with the Standard Specifications for Public Works Construction by the North Central Texas Council of Govemments, current as of the date ofthe Agreement, unless otherwise provided in the Agreement. 2.6.3 Construction Phase duties, responsibilities and limitations of authority of the Design Professional shall not be restricted, modified or extended without written agreement of the Owner and Design Professional. 2.6.4 The Design Professional shall be a representative of and shall advise and consult with the Owner (1) during construction, and (2) at the Owner's direction from time to time during the correction, or warranty period described in the Contract for Construction. The Design Professional shall have authority to act on behalf of the Owner only to the extent provided in the Agreement and these General Conditions, unless otherwise modified by written instrument. 2.6.5 The Desig� Professional shall observe the construction site at least one time a week, while construction is in progress, and as reasonably necessary while construction is not in progress, to become familiar with the progress and qualiry of the work completed and to detertnine if the work is being performed in a manner indicating that the work when completed will be in accordance with the Contract Documents. Design Professional shall provide Owner a written report subsequent to each on-site visit. On the basis of on-site observations the Design Professional shall keep the Owner informed of the progress and quality of the work, and shall exercise the Degree of Care and diligence in discovering and promptly reporting to the Owner any observable defects or deficiencies in the work of Contractor or any subcontractors. The Design Professiona] represents that he will follow Degree of Caze in perfomting all Services under the Agreement. The Design Professional shall promptly comect any defective designs or specificakions fumished by the Design Professional at no cost to the Owner. The Owner's approval, acceptance, use of or payment for all or any part of the Design Professional's Services hereunder or of the Project itself shall in no way alter the Design Professional's obligations or the Owner's rights hereunder. 2.6.6 The Design Professional 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 Design Professional 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 Design Professional's negligent acts or omis- sions. The Design Professional shall not have conhol over or charge of acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any other persons performing portians of the work. 2.6.7 The Design Professional shall at al( times have access to the work wherever it is in preparation or progress. 2.6.5 Except as may othenvise be provided in the Contract Documents or when direct communications have been specially authorized, the Owner and Contractor shall communicate through the Design Professional. Communications by and with the Design Professional's consultants shall be through the Design Professional. 2.6.9 Based on the Design Professional's observations at the site of the work and evaluations of the Contractor's Applications for Payment, the Design Professional shall review and certify the amounts due the Contractor. 2.6.10 The Design Professional's certification for payment shall constitute a representation to the Owner, based on the Design Professional 's observations at the site as provided in Subsection 2.6.5 and on the data comprising the Contractor's Application for Payment, that the work has progressed to the point indicated and that the quality of the Work is in accordance with the Contract Documents. The fo�going representations are subject to minor deviations from the Contract Documents cor- rectable prior to completion and to specific qualifications expressed by the Design Professional. The issuance of a Certificate for Payment shall further constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a CertiBcate for Paytnent shall not be a representation that the Design Professional has (1) reviewed co�struction means, methods, techniques, sequences or procedures, or (2) ascertained how or for what purpose the Contractor has used money previously paid on account ofthe Contract Sum. 2.6.11 The Design Professional shall have the responsibility and authority to reject work which does not conform to the Contract Documents. Whenever the Design Professional considers it necessary or advisable for implementation of the intent of the Contract Documents, the Design Professional will have authority to require additional inspection or testing of the work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Design Professional nor a decision made in good faith either to exercise or not exercise such authority shall give rise to a duty or responsibility of the Design Professional to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons performing portions of the work. 2.6.12 The Design Professional shall review and approve or take other appropriate action upon Contractor's submittals such as Shop Drawings, Product Data and Samples for the purpose of (1) determining compliance with applicable laws, statutes, ordinances and codes; and (2) determining whether or not the work, when completed, will be in compliance with the requirements of the Contract Documents. The Design Professional shall act with such reasonable promptness to cause no delay in the work or in the construction of the Owner or of sepazate contractors, while allowing sufficient time in the Design Professional's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quaritities or for substantiating instructions for installation or performance of equipment or systems designed by the Contractor, all of which remain the Page 6 C:1Usersllarry\AppDatalLocallMicrosoftlWindowslTemporary Intemet FileslContent.0utlooklR4AHACD21Connolly Animal Shelter Professional Services Agreement 9 23 11 (2).doc responsibility of the Contractor to the extent required by the Contract Documents. The Design Professional's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Design Professional, of construction means, methods, techniques, sequences or procedures. The Design Professional's approval of a specific item shall not indicate approval of an assembly of which the item is a component. When professional certification of performance characteristics of materials, systems or equipment is required by the Contract Documents, the Design Professional shall be entitled to rely upon such certification to establish that the materials, systems or equipment will meet the perfoimance criteria required by the Contract Documents. 2.6.13 The Design Professional shall prepare Change Orders and Construction Change Directives, with supporting documentation and data if deemed necessary by the Design Professional as provided in Subsections 3.1.1 and 3.33, for the Owner's approval and execution in accordance with the Contract Documents, and may authorize minor changes in [he work not involving an adjustment in the Contract Sum or an extension of the Contract Time which are not inconsistent with the intent of the Contract Documents. 2.614 On behalf of the Owner, the Design Professional shall conduct inspections to determine the dates of Substantial Completion and Final Comp(etion, and if requested by the Owner shsll issue Certificates of Substantial and Fina1 Completion. The Design Professional will receive and review written guazantees and related documents required by the Contract for Construction to be assembled by the Contractor and shall issue a final certificate for Payment upon compliance with the requirements of the Contract Documents. 2.6.15 The Design Professional shall interpret and provide recommendations on matters conceming performance of the Owner and Contractor under the requirements of the Contract Documents on written request of either the Owner or Conhactor. The Design Professional's response to such requests shall be made with reasonable promptness and within any time limits agreed upon. 2.616 Interpretations and decisions of the Design Professio�al shall be consistent with the intent of and reasonably inferable from the Co�hact Documents and shall be in writing or in the form of drawings. When making such interpretations and initial decisions, the Design Professional shall endeavor to secure faithful perforrnance by both Owner and Contractor, and shall not be liable for results or interpretations or decisions so rendered in good faith in accordance with all the provisions of this Agreement and in the absence of negligence. 2.6.17 The Design Professional shall render written decisions within a reasonable time on all claims, disputes or other matters in question between the Owner and Contractor relating to the execution or progress of the work as provided in the Contract Documents. 2.6.18 The Design Professional (1) shall render services under the Agreement in accordance with the Degree of Care; (2) will reimburse the Owner for all damages caused by the defective designs the Design Professional prepares; and (3) by acknowledging payment by the Owner of any fees due, shall not be released from any rights the Owner may have under the Agreement or diminish any of the Design ProfessionaPs obligations thereunder. 2.6.19 The Design Professional shall provide the Owner with four sets of reproducible prints showing all significant changes to the Construction Documents during the Construction Phase. ARTICLE 3 ADDITIONAL SERVICES 31 GENERAL 3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified in the Agreement or Proposal, and they shall be paid for by the Owner as provided in the Agreement, in addition to the compensation for Basic Services. The services described under Sections 3.2 and 3.4 shall only be provided if authorized or confirmed in writing by the Owner. If services described under Contingent Additional Services in Section 3.3 are required due to circumstances beyond the Design Professional's control, the Design Professional shall notify the Owner in writing and shall not commence such additional services until it receives written approval from the Owner to proceed. If the Owner indicates in writing that all or part of such Contingent Additional Services aze not required, the Design Professional shall have no obligation to provide those services. Owuer will be responsible for compensating the Design Professional for Contingent Additional 3ervices only if they aze not required due to the negligence or fault of Desigo Professional. 3.2 PROJEC'I' REPRESENTATION BEYOND BASIC SERVICES 3.2.1 If more extensive representation at the site than is described in Subsection 2.6.5 is required, the Design Professional shall provide one or more Project Representatives to assist in carrying out such additionat on-site responsibilities, 3.2.2 Project Representatives shall be selected, employed and directed by the Design Professional, and the Design Professional shall be compensated therefor as ageed by the Owner and Design Professional. _ 3.3 CONTINGENT ADDTTIONAL 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 enachnent or revision of codes, laws or regulations subsequent to the preparation of such documents, or 3. due to changes required as a result ofthe 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, or the Owner's schedule, except for services required under SubsecHon 2.5.2. 3.3.3 Preparing Drawings, Specifications and other documentation and supporting data, and providing other services in connection with Change Orders and Construction Change Directives. Page 7 C:1UsersllarryWppDatalLocallMicrosoftlWindowslTemporary Intemet FileslContent.0utlooklR4AHACD21Connolly Animal Shelter Professional Services Agreement 9 23 11 (2).doc 3.3.4 Providing consultation conceming replacement of work damaged by fire or other cause during construction, and fumishing services required in connection with the replacement of such work. 3.3.5 Providing services made necessary by the default of the Contractor, by major defects or deficiencies in the work of the Contractor, or by failure of performance of either the Owner or Contractor under the Contract for Construction. 3.3.6 Providing services in evaluating an e�Rensive number of claims submitted by the Contractor or others in connection with the work. 3.3.7 Providing services in connection with a public hearing, arbitration proceeding or legal proceeding except where the Design Professional is party thereto. 3.3.8 Providing services in addition to those required by Article 2 for preparing documents for altemate, separate or sequential bids or providing services in connection with bidding or construction prior to the completion of the Construction Documents Phase. 3.3.9 Nolwithstanding anything contained in the Agreement, Proposal or these General Conditions to the contrary, all services described in this Article 3 that are caused or necessitated in whole or in part due to the negligent act or omission of the Design Professional shall be performed by the Design Professional as a part of the Basic Services under the Agreement with no additional compensation above and beyond the compensallon due the Design Professional for the Basic Services. The intervening or concurrent negligence ofthe Owner shall not limit the Design Professional's obligations under this Subsection 33.9. 3.4 OPTIONAL ADDTCIONAL SERVICES 3.4.1 Providing financial feasibility or other special studies, 3.4.2 Providing planning surveys, site evaluations or comparative studies of prospective sites. 3.4.3 Providing special surveys, environmental studies and submissions required for approvals of govemmental authorities or others having jurisdiction over the Project. 3.4.4 Providing services relative to future facilities, systems and equipment. 3.4.5 Providing services to investigate existing conditions or facilities or to make measured drawings thereof. 3.4.6 Providing services to verify the accuracy of drawings or other information fumished 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 conshuction performed and equipment supplied by the Owner. 3.4.8 Providing detailed quantity surveys or inventories of material, equipment and labor. 3.4.9 Providing analyses of operating and maintenance costs. 3.4.10 Making investigations, inventories of materials or equipment, or valuations and detailed appraisals of existing facilities. 3.4.12 Providing assistance in the utilization of equipment or systems such as testing, adjusting and balancing, preparation of operation a�d maintenance manuals, training personnel for operation and maintenance and consultation during operation. 3.4.13 Providing interior design and similar services required for or in connection with the selection, procurement or installation of furniture, furnishings and related equipment. 3.414 Providing services other than as provided in Section 2.6.4, after issuance to the Owner of the final Certificate for Payment and expiration of the Warranty periad of the Contract for Construction. 3.4.15 Providing services of consultants for other than architectural, civil, structural, mechanical and electrical engineering portions of the Project provided as a part of Basic Services. 3.4.16 Providing any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted azchitectural practice. 3.4.17 Preparing a set of reproducible record drawings in addition to those required by Subsection 2.6.19, showing significant changes in the work made during con- stntction based on marked-up prints, drawings and other data fumished by the Contractor to the Design Professional. 3.4.18 Notwithstanding anything contained in the Agreement, Proposal or these General Conditions to the contrary, all services described in this Article 3 that are caused or necessitated in whole or in part due to the negligent act or omission of the Design Professional shall be performed by the Design Professional as a part of the Basic Services under the Agreement with no additional compensation above and beyond the compensation due the Design Professional for the Basic Services. The intervening or concurrent negligence of the Owner shall not limit the Design Professional's obligations under this Subsection 3.4.18. ARTICLE 4 OWNER'S RESPONSIBILTTIES 4.1 The Owner shall consult with the Design Professional regarding requirements for the Project, including (1) the Owner's objectives, (2) schedule and design constraints and criteria, including space requirements and relationships, flexibility, expendabiliry, special equipment, systems and site requirements, as more speci- fically described in Subsection 2.2.1. Page 8 C:1UsersllarrylAppData�I.ocallMicrosoftlWindowslTemporary Internet FileslContent.0utlooklR4AHACD21Connolly Animal Shelter Professional Services Agreement 9 23 11 (2).doc 4.2 The Owner shall establish and update an overall budget for the Project, including the Construcrion Cost, the Owner's other costs and reasonable contingencies related to all of these costs. 4.3 If reGuested by the Design Professional, the Owner shall fumish evidence that financial arrangements have been made to fulfill the Owner's obligations under this Agreement. 4.4 The Owner shall designate a representative authorized to act on the Owner's behalfwith respect to the Project. The Owner or such authorized representative shall render decisions in a timely manner pertaining to documents submitted by the Design Professional in order to avoid unreasonable delay in the orderly and sequentia] progress of the Design ProfessionaPs services. 4.5 Where applicable, the Owner shall fitrnish surveys describing physical characteristics, legal limitations and utility locations for the site ofthe Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed resh-ictions, boundazies and contours of the site; locations, dimensions and necessary data pertaining to existing buildings, other improvements and trees; and information conceming 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 Where applicable, the Owner shall fumish the services of geotechnical engineers when such services are requested by Ute Design Professional. Such services may include but are not limited to test borings, test pits, detertttinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and re- sistivity tests, including necessary operations for anticipating sub-soil conditions, with reports and appropriate professional recommendations. 4.6.1 The Owner shall fumish the services of other consultants when such services are reasonably required by the scope of the Project and are requested by the Design Professional and are not retained by the Design Prof�essional as part of its Basic Services or Additional Services. 4.7 When not a part of the Additional Services, the Owner shall furnish structural, mechanical, chemical, air and water pollution tests, tests of hazardous materials, and other laboratory and environmental tests, inspections and reports required by law or the Contract Documents. 4.8 The Owner shall fumish 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 paid by or on behalf of the Owner. 4.9 The services, information, surveys and reports required by Owner under Sections 4.5 through 4.8 shall be fumished at the Owner's expense, and the Design Professional shall be entitled to rely upon the accuracy and completeness thereof in the absence of any negligence on the part of the Design Professional. 4.10 The Owner shall give prompt written notice to the Design Professional if the Owner becomes aware of any fault or defect in the Project or nonconformance with the Contract Documents. 4.11 Design Professional shall propose language for cert�cates or certifications to be requested of the Design Professional or Design Professional's consultants and shall submit such to the Owner for review and approval at least fourteen (14) days prior to execution. The Owner agrees not to request certifications that would require knowledge or services beyond the scope of the Agreement. ARTICLE 5 CONSTRUC'I'ION COST 5.1 CONSTRUC"I'ION COST DEFINED 5.1.1 The Construction Cost shall be the total cost or estimated cost to the Owner of all elements of the Project designed or specified by the Design Professional. 5.1.2 The Construction Cost shall include the cost at current market rates of labor and materials fumished by the Owner and equipment designed, specified, selected or specially provided for by the Design Professional, plus a reasonable allowance for the Contractor's overhead and profit. In addition, a reasonable allowance for con- tingencies shall be included for market conditions at the time of bidding and for changes in the work during construction. 5.1.3 Construction Cost does not include the compensation of the Design Professional and Design Professional's wnsultants, the costs of the land, rights-of-way, financing or other costs which aze the responsibility of the Owner as provided in Article 4. 5.2 RESPONSIBILTI'Y FOR CONSTRUCTION COST 5.2.1 Evaluations of the Owner's Project budget, preliminary estimates of Construction Cost and detailed estimates of Construction Cost prepared by the Design Professional represent the Design Professional's best judgment as a design professional familiar with the construction industry. It is recognized, however, that neither the Design Professional nor the Owner has contro( 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 Design Professional cannot and does not warrant or represent that bids or cost proposals will not vary from the Owner's Project budget or from any estimate of Construction Cost or evaluation prepared or agreed to by the Design Professional. 5.2.2 No fixed limit of Construction Cost shall be established as a condition of the Agreement by the fiimishing, proposal or establishment of a Project budget, unless such fixed limit has been agreed upon in writing and signed by the parties thereto. If such a fixed limit has been established, the Design Professional shall be permitted to include contingencies for design, bidding and price escalation, to determine what materials, equipment, component systems and types of construction are to be included in the Contract Documents, to make reasonable adjustrnents in the scope of the Project and to include in the Contract Documents altemate bids to adjust the Construction Cost to the fixed limit. Fixed limits, if any, shall be increased in the amount of an increase in the Contract Sum occurring after execution of the Contract for Construction. 5.2.3 If the Procurement Phase has not commenced within 90 days after the Design Professional submits the Construction Documents to tUe 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 aze sought. Page 9 C:1UsersllarrylAppDatalLocalUvlicrosoftlWindowslTemporary Intemet FileslContent.OutlooklR4AHACD21Connolly Animal Shelter Professional Services Agreement 9 23 11 (2).dac ARTICLE 6 OWNERSHIP AND USE OF DOCiJMENTS 6.1 The Drawings, Specifications and other documents prepared by the Design Professional for this Project are instruments of the Design Professional's service and shall become the property of the Owner upon termination or completion of the Agreement. The Design Professiona] is entitled to retain copies of all such documents. Such documents aze intended only be applicable to this Project, and Owner's use of such documents ici other projects shall be at Owner's sole risk and expense. In the event the Owner uses any of the information or materials devetoped pursuant to the Agreement in another project or for other purposes than are specified in the Agreement, the Design Professional is released from any and all tiability relating to their use in that project 6.2 Submission or distribution of documents to meet official regulatory requirements or for similaz purposes in connection with the Project is not to be construed as publication in derogation of the Design Professional's reserved rights. ARTICLE 7 TERMINATION, SUSPENSION OR ABANDONMENT 7.1 The Design Professional may terminate the Agreement upon not less than thirty days written notice should the Owner fail substantially to perform in accordance with the terms of the Agreement through no fault of the Design Professional. Owner may terminate the Agreement or any phase thereof with or without cause upon thirty (30) days prior written notice to the Design Professional. All work and labor being performed under the Agreement shall cease immediately upon Design ProfessionaPs r�eceipt of such notice. Before the end of the thirry (30) day period, Design Professional shall invoice the Owner for all work it satisfac[orily perfortned prior to the receipt of such notice. No amount shall be due for lost or anticipated profits. All plans, field surveys, and other data related to the Project shall become property of the Owner upon termination of the Agreement and shall be promptly delivered to the Owner in a reasonably organized fottn. Should Owner subsequently contract with a new Design Professional for continuation of services on the Project, Design Professional shall cooperate in providing informaHon, 7.2 If the Project is suspended by the Owner for more than 30 consecutive days, the Design Professional shal] be compensated for services satisfactorily performed prior to notice of such suspension. When the Project is resumed, the Design Professiona]'s compensation shall be equitably adjusted to provide for expenses incurced in the interruption and resumption of the Design Professional's services. 7.3 The Agreement may be terminated by the Owner upon not less than seven days written notice to the Design Professional in the event that the Project is permanently abandoned. If the Project is abandoned by the Owner for more than 90 consecutive days, the Design Professional or the Owner may terminate the Agreement by giving written notice. 7.4 Failure of the Owner to make payments to the Design Professional for work satisfactorily completed in accordance widi the Agreement shall be considered substantial non- performance and cause for termination. 7.5 If the Owner fails to make payment to Design Professional within thirty (30) days of receipt of a statement for services properly and satisfactorily performed, the Design Professional may, upon seven days written notice to the Owner, suspend performance of services under the Agreement. 7.6 In the event of termination not the fault of the Design Professional, the Design Professional shall be compensated for services properly and satisfactorily perforrned prior to termination. ARTICLE 8 PAYMENTS TO'['HE DESIGN PROFESSIONAL 8.1 DIItECT PERSONNEL EXPENSE 8.1.1 Direct Personnel Expense is defined as the direct salaries of the Design Professional's personnel engaged on the Project and the portion of the cost of their mandatory and customary contribu6ons and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions and similar contributions and benefits. 8.2 REIMBURSABLE EXPENSES 8.2.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Design Professional and Design Professional's employees and consultants in the interest of the Project, as identified in the following Clauses. 8.2.1.1 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. 8.2.1.2 Expense of reproductions (except the reproduction of the sets of documents referenced in Subsection 2.6.19), postage and handling of Drawings, Specifications and other documents. 8.2.1.3 If authorized in advance by the Owner, expense of overtime work requiring higher than regular rates. 8.2.1.4 Expense of renderings, madefs and mock-ups requested by the Owner. 8.2.1.5 Expense of computer-aided design and drafting equipment time when used in connection with the Project. 8.2.1.6 Other expenses that are approved in advance in writing by the Owner. 8.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES 8.3.1 Payments for Basic Services shall be made monthly and, where applicable, shal] be in proportion to services performed within each phase of service, on the basis set forth in Section 2 of the Agreement and the schedule of work. 8.3.2 If and to the extent that the time initially established in the Agreement is exceeded or extended through no fault of the Design Professional, compensation for any services rendered during the additional period of time shall be computed in the manner set forth in Section 2 of the Agreement. Page 10 C:1UsersllarrylAppDatalLocallMicrosoftlWindowslTemporary Internet FileslContent.OutlooklR4AHACD21Connolly Animal Shelter Professional Services Agreement 9 23 11 (2).doc 8.3.3 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 with the schedule set forth in Section 2 of the Agreement 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. 8.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES 8.4.1 Payments on account of the Design Professional's Additional 5ervices and for Reimbursable Expenses shall be made monthly within 30 days after the presentation to the Owner of the Design Professional's statement of services rendered or expenses incutted. 8.5 PAYl1'IENTS WITHIIELD No deductions shall be made from the Design Professional'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 Design Professional is responsible. 8.6 DESIGN PROFESSIONAL'S ACCOUNI'ING RECORDS Design Professional shall make available to Owner or Owner's authorized representative records of Reimbursable Expenses a�d expenses pertaining to Additional Services and services perforrned on the basis of a multiple of Direct Personnel Expense for inspection and copying during regular business hours for three years after the date of the final Certificate of Payment, or until any litigation related to the Project is final, whichever date is later. ARTICLE 9 INDEMNITY 9.1 The Design Professional shall indemnify and save and hold harmless the Owner and its officers, agents, and employees from and against any and all liability, claims, demands, damages, losses, and expenses, including, but not limited to court costs and reasonable attorney fees incurred by the Owner, and including, without limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent ac[s or omissions of the Design Professional or its officers, shareholders, agents, or employees in the performance of the Agreement. 9.2 Nothing herein shall be construed to create a liability to any person who is not a party to the Agreement, and nothing herein shall waive any of the parties' defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to the Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE lOINSURANCE During the performance of the Services under tUe Agreement, Design Professional shall maintain the following insurance with an insurance company licensed or authorized to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate Carriers of at least an A- or above: 10.1 Comprehensive General Liability Insurance with bodily injury limits of not less than $1,000,000 for each occurrence and not less than $2,000,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than $250,000 in the aggregate. 10.2 Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident, and with property damage limits of not less than $100,000 for each accident. 10.3 Worker's Compensation Insurance in accordance with statutory requirements, and Employers' Liability Insurance with limits of not less than $100,000 for each accident including occupational disease. 10.4 Deleted 10.5 The Design Professional shall furnish insurance certificates or insurance policies to the Owner evidencing insurance in compliance with this Article 10 at the time of the execution of the Agreement. The General Liability and Automobile Liability insurance policies shall name the Owner as an additional insured, the Workers' Compensation policy shal] contain a waiver of subrogation in favor of the Owner, and each policy shall contain a provision that such insurance shall not be canceled or modified without thirty (30) days' prior written notice to Owner and Design Professional. In such event, the Design Professional shall, prior to the effective date of the change or cancellation, furnish Owner with substitute certificates of insurance meeting the requirements of this Article 10. ARTICLE 11 MISCELLANEOUS PROVISIONS 11.1 The Agreement shall be govemed by the laws of the State of Texas. Venue of any suit or cause of action under the Agreement shall lie exclusively in Denton County, Texas. 11.2 The Owner and Design Professional, respectively, bind themselves, their partners, successors, assigos and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other pariy with respect to all covenants of this Agreement. The Design Professional shal] not assign its interests in the Agreement without the written consent of the Owner. 11.3 The term Agreement as used herein includes the executed Agreement, the Proposal, these General Conditions and other attachments referenced in Section 3 of the Agreement which together represent the entire and integrated agreement between the Owner and Design Professional and supersedes all prior negotiations, representations or agreements, either written or oral. The Agreement may be amended only by written instrument signed by both Owner and Design Professional. When interpreting the Agreement the executed Agreement, Proposal, these General Conditions and the other attachments referenced in Section 3 of the Agreement shall to the extent that is reasonably possible be read so as to harmonize the provisions, However, should the provisions of these documents be in conflict so that they can not be reasonably harmonized, such documents shall be given priority in the following order: 1. The executed Agreement 2, Attachments referenced in Section 3 of the Agreement other than the Proposal 3. These General Provisions 4. The Proposal Page 11 C:\UsersUarrylAppDataU.ocallMicrosoRlWindowslTemporary Intemet FileslContent.OutlooklR4AHACD2\Connolly Animal Shelter Professional Services Agreement 9 23 11 (2).doc 11.4 Nothing contained in the Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Design Professional. 11.5 Upon receipt of prior written approval of Owner, the Design Professional shall have the right to include representations of the design of the Project, including photographs of the exterior and interior, among the Design Professional's promotional and professional materials. The Design Professional's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Design Professional in writing of the specific information considered by the Owner to be confi- dential or proprietary. The Owner shall provide professional credit for the Design Professional on the construction sign and in the promotional materials for the Project. 11.6 Approval by the Owner shall not constitute, nor be deemed a release of the responsibility and liability of the Design Professional, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by the Owner for any defect in the design or other work prepared by the Design Professional, its employees, subcontractors, agents, and consultants. 11.7 All notices, communications, and reports required or permitted under the Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below signature block on the Agreement, certified mail, return receipt requested, unless otherwise specified herein. All notices shall be deemed efFective upon receipt by the party to whom such notice is given, or within three (3) days after mailing. 11.8 If any provision of the Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of the Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform the Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. 11.9 The Design Professional shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now read or hereinafter be amended during the term of this Agreement. 1L10 In performing the Services required hereunder, the Design Professional shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. 11.11 The captions of the Agreement are for informational purposes only, and shall not in any way afFect the substantive terms or conditions of the Agreement. Page 12 C:\UsersUarrylAppData\LocallMicrosoftlWindowslTemporary Internet FileslContent.OutlooklR4AHACD21Connolly Animal Shelter Professional Services Agreement 9 23 11 (2).doc CONFLICT OF INTEREST QUESTIONNAIRE For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular Session. FORM CIQ OFFICE USE ONLY This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a Date Received person who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the person meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code. A person commits an offense if the person knowingly violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. q Name of person who has a business relationship with local governmental entity. Lawrence H. Connolly � Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7�" business day after the date the originally filed questionnaire becomes incomplete or inaccurate.) 3 Name of local government officer with whom filer has an employment or business relationship. Captain Scott Fletcher Name of Officer This section, (item 3 including subparts A, B, C& D), must be completed for each officer with whom the filer has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the filer of the questionnaire? 0 Yes �No B. Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this se on AND the taxable income is not received from the local governmental entity? 0 Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of 10 percent or more? 0 Yes u No D. Describe each affiliation or business relationship. �-t� Signature of person doing business with the governmental entity December 16, 2011 Date Page 13 C:1UsersllarrylAppData�I,ocallMicrosoftlWindowslTemporary Internet FileslContent.0utlooklR4AHACD21Connolly Animal Shelter Professional Services Agreement 9 23 11 (2).doc Adopled 06/29l2007 Page 14 C:1UsersllarrylAppDatalLocalWlicrosoftlWindowslTemporary Internet FileslContent.0utlook�R4AHACD21Connolly Animal Shelter Professional Services Agreement 9 23 11 (2).doc Linda McNatt Animal Care and Adoption Center Cost/SF Schematic Design & Design Develop't $ 239,652 $ 35,948 $ 47,930 $ 21,500 $ 7,598 $ 29,200 $ 11,257 $ 74,500 $ 13,539 $ 22,358 $ 3,500 $ 854 Fees Architectural1 Structural Engineering MEP Engineering (includes an energy management system) Civil Engineeringz Landscape Architecture & Irrigation Plan Reimbursables Site Survey (includes board form survey) Platting (includes Preliminary and Final Plat of 14.7 acres) Geotechnical Engineering Stormwater Detention (if necessary) ADA Review & Inspection3 Independent Cost Estimating @ 60% & 100% CD completion3 Overnight Shipping / Courier3 Travel (30 - 460 mile round trips )4 Total Fees & Reimbursables Construction Documents $ 95,861 $ 8,598 $ 13,692 $ 24,852 $ 1,854 Bidding $ 11,983 $ 967 $ 1,257 $ 1,325 $ 248 Cons- truction $ 47,930 $ 4,337 $ 5,508 $ 12,426 $ 544 $ 2,500 $ 2,500 $ 17,500 $ 17,500 $ 4,000 $ 4,000 $s,000 $ z,000 S z,000 S zoo $ soo $ 2,750 $ 1,375 $ 1,375 $ 7,150 $ 7,150 $ 1,000 $ 35 $ 65 $ 286 $ 76 $ 603 30 $ 1,076 $ 32,280 $ 1,076 $ 1,076 $ 2,152 $ 2,152 $ 25,824 $ 440,532 $ 74,598 $ 93,138 $ 156,445 $ 19,583 $ 99,347 17% 21% 36% 4% 23% ��� � n t� P t� h E .. ��- r F EP aj�t t r�t�gt.a § iE Y a 4 f�� 3�3�( t -��'�E '� � 3� Y#s . 6 E f e.s(ca t� typ�'yk�k:�; r 3, '�� �CiS�C�C�'1�13��L3���tf���`� � F i�r� � . ���, , ,.F�.�t±,sa�� , . , ',. ., , � E, l-�.���'� '9 ��� �tz .,�.��, e^tt�° �;d„¢��z�tS?��s��w��' ., s ._ ,�..� . �,_ ,� ,�3..�,....,�.. . . . . ., ., ,.., .. . , . . n..... , _ Furnishings & Equipment (5% of Estimated Building Construction Cost) Contingency (10% of Estimated Building Construction Cost) $ 171,180 $ 342,360 1 working w/ city's review committee, foundation building committee and city's roofing consultant ZTxDoT Permit for driveway, OfFSite Road Design, Water Line Design/TxDoT, 2 SWPP 3 allowance - cost plus 10% 47 hours travel x$100/hr =$700 +460 mi. x$0.55 +$123 GSA (Denton) per diem =$1,076 CONNOLLY ARCHITECTS 12/16/2011