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2006-097
S:\Our Documents\Ordinances\06\Booziotis South Branch Ordinaneedoc ORDINANCE NO. ZDO,(-,/J g 7 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT FOR ARCHITECT OR ENGINEER WITH BOOZIOTIS AND COMPANY ARCHITECTS; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFSP 3407-DESIGN OF THE SOUTH BRANCH LIBRARY EXPANSION AND REDESIGN OF THE EXISTING PARKING LOT). WHEREAS, the City Council deems it necessary, appropriate, and in the public interest to engage Booziotis and Company Architects for the redesign of the parking lot and design of the expansion of the South Branch Library; and WHEREAS, City staff has reported to the City Council that there is a substantial need for the hereinabove described professional services, and that limited City staff cannot adequately perform these renovations with its own personnel; and WHEREAS, Chapter 2254 of the Texas Government Code, known as the "Professional Services Procurement Act," generally provides that a city may not select a provider of professional services on the basis of competitive bids, but must select the provider of professional services on the basis of demonstrated competence, knowledge, and qualifications, and for a fair and reasonable price; and the City Council hereby finds and concludes that Booziotis and Company Architects is appropriately qualified under the provisions of the law to perform this service for the City; and WHEREAS, the City Council has provided in the City budget for the appropriation of funds to be used for the procurement of the foregoing professional services, as set forth in the Professional Services Agreement; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION 1: The recitations in the preamble are true and correct, and are incorporated herewith as part of this ordinance. SECTION 2: The award of this Agreement is on the basis of the demonstrated competence and qualifications of Booziotis and Company Architects to perform the architectural services needed by the City for a fair and reasonable price. SECTION 3: The City Manager, or his designee, is hereby authorized to execute a Professional Services Agreement for Architectural Services for the design of the expansion of the South Branch Library in substantially the form of the attached Agreement which is made a part of this Ordinance for all purposes and to expend the funds as authorized in the Agreement and to exercise all rights and duties of the City of Denton under the Agreement. 1 S:\Our Documents\Ordinances\06\Boozio[is South Branch Ordinanccdoc SECTION 4: This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the ~ day of Q~ , 2006. EULINE BROCK, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY By: APPRO ED AS O LEGAL FORM: EDWIN M. SNYDER, CITY ATTORNEY By: L PROFESSIONAL SERVICES AGREEMENT FOR ARCHITECT OR ENGINEER TH[S AGREEMENT is made and entered into as of the ~ day of ~D~, 20~~, by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office a 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called "Owner' and Booziotis and Company Architects, with its corporate office at 2400A Empire Central, Dallas, TX 75235, 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 are in an attachment) 1.1 RFSP 3407 -Design of the South Branch Library expansion and redesign of the existing parking lot. Library Proposal for City of Denton South Branch Architectural Services - Revised January 30, 2006 and February 7, 2000, which is attached to and made a part of this Agreement for all purposes, subject to the following revisions to Exhibit A: A. The Adjustments to the Design Professionals Fees shown under "Adjustments to Scope and Budget" on page 6 of Exhibit A, will be in effect only if the Owner obtains additional funds which cause the budget to exceed the $1,285,000 Construction Cost Limitation ('`CCL"). If for any other reason the CCL is exceeded then under General Conditions Section 2.5.2 the Design Professional will redesign the Project - at its sole cost and expense - to bring the Project within the $1,28,000 CCL. If the bid for the Project accepted by the Owner meets or is less than the $1,28,000 CCL the Design Professional has no obligations under General Conditions Section 25.2 to modify, redesign or rebid the documents or the Project, unless otherwise agreed, in accordance with the Design Professionals Contract Clarification in paragraph 2 on page 7 of Exhibit A. B. The Design Professional agrees that the Owner will meet and fully satisfy the requirements to supply "Information Provided by the City of Denton" relating to site conditions and other information, as shown on pages 2 and 3 of Exhibit A, by providing information to the Design Professional that is currently available to it in its files so that this does not create any obligation on the Owner to create new hformation. The sole exception to this is that if the Owner does not provide an existing Soils Report that is acceptable to the Design Professional, with the Design Professional not unreasonably withholding its approval of same, the Owner shall provide a Soils Report at its sole cost and expense. C. Paragraph 1 "Contract Clarifications" on the bottom of page 6 of Exhibit A shall clarify and modify section 2.6.19 of the General Conditions, provided that Design Professional shall provide the number of hard copies of all construction documents required to successfully take the Project through the Development Review Committee, inspection process and other development review requirements and that the electronic copy or copies must be in Autocad (Computer Automated Design) format. D. The Design Professional's paragraph 3 of Contract Clarifications on page 7 of Exhibit A, is changed to require that the Design Professional and its consultants will convey design and design details developed for the Project to the Owner in accordance with Section 6.1 of the General Conditions, but the Design Professional will not have to convey ownership of standard or typical details used in similar projects or those obtained by license from outside sources. E. The Design Professional's paragraph 4 of its Contract Clarifications on page 7 of Exhibit A is limited and modified by the $1,200 not to exceed amount for these ADA/TAS consulting services under Reimbursables on page 6 of Exhibit A. If the Owner requests the Design Professional to provide these services, it will complete and submit all paperwork required by the State of Texas for the ADA/TAS review. F. The Design Professionals paragraph 5 of its Contract Clarifications on page 7 of Exhibit A shall not relieve the Design Professional of its responsibility for incorrectly including in the Contract documents the data and communication requirements provided by the Owner or its consultants. "fhe Design Professional shall remain fully responsible for erroneously or mistakenly including something other than what the Owner or its consultants have provided them concerning data and communications requirements. If the Design Professional feels the data and communications requirements provided by the Owner are incomplete or inappropriate for the Project it shall notify Owner of its concerns. Provided, however, the Design Professional shall not be responsible for errors or inaccuracies in data and communications requirements that are provided by the Owner or its consultants that it correctly includes in the Contract documents and it does not warrant the completeness or appropriateness of these requirements or specifications for their intended purpose. SECTION 2 COMPENSATION The Owner shall compensate the Design Professional as follows: 2.1 BASIC SERVICES 2.1.1 For Basic Services the total compensation shall be $109,225 as indicated in Exhibit A. 2.1.2 Progress payments for Basic Services 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: Page 2 Schematic Design Phase 15% Design and Development Phase 20% Construction Documents Phase 40% Bidding Phase 5% Construction Phase 20% 2.2 ADDITIONAL SERVICES 2.2.1 Compensation for Additional Services is as follows: Compensation for principals, associates, technical and clerical staff of Architect shall be at the hourly billing rates which are shown on Exhibit B - "City of Denton South Branch Library Booziotis & Company Architects Additional Services Hourly Billing Rate Table." Which is attached to and made a part of this Agreement for all purposes. 2.2.2 Compensation for Additional Services of consultants, as requested by the Owner, as more fully set forth in Exhibit A shall not exceed $6,000. Provided, however, that if the Design Professional has to attend additional meetings requested by the Owner in addition to those identified in Exhibit A, the Design Professional shall bill the Owner at the rate of $500 per meeting regardless of the length or location of the meeting. 2.3 REIMBURSABLE EXPENSES Reimbursable Expenses shall be a multiple of 1.10 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 as indicated on page 6 of Exhibit A, but shall not exceed a total of $11,700 without the prior written approval of the Owner. 2.4 TOTAL DESIGN PROFESSIONAL SERVICES The total compensation to be paid the Design Professional for all services hereunder, including without limitation all basic services, optional additional services, and reimbursable expenses shall not exceed $126,925.00. SECTION 3 ENTIRE AGREEMENT This Agreement includes this executed agreement and the following documents all 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 -Exhibit A 3. Hourly Billing Rate Table -Exhibit B This Agreement is signed by the parties hereto effective as of the date first above written. Page 3 CITY OP DENTON HOWARD MARTIN IN"FER[M CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPRO D AS O LEGAL FORM: EDWIN M. SNYDER, CITY ATTORNEY DEI BY WITNESS: .~~ BY' +,~."•'~%;~ "~ . 3+~~Ay~ ~ t•/y KATHRYN f. BUTLER Notary PulNic, State of Tama MY Com i b ~ ~ ,~ yrylni~~ m se n Et~iree JOnuory 1S~2009 Page 4 CITI' OF DF:N'I'ON GEN4:RAL CONDI"rIONS 10 nGREESI4;NT FOR nRC11I"I'ECI'UKAI. OR E\GI\4:IiRl~c SF;ItVICI?S :\R'I'ICLF, I. :\RCIIITFCf OR ENGINEER'S RESPONSI RILI'1'IES 1.1 ~rheAmhilect or Engineefs services consist ol'those servicts for the Pmject(as detinal in the agreement (Ihe`Agreement")and proposal Qhe"Proposal")to which these General Conditions are attached) perfonnetl by the Amhilect or (=ngincer (hereinolltt called the "Des'iyt Professional") or Design Professional's employes and consulmnts as enumemtal in Articles 2 and 3 oflhese General Conditions' as modified by the Agreement and Proposal (the "Services"). 1.2 'Ihe Design Professional will perform all Services as an ntdcpendent wntmctor to the prevailing professional standards consistent with the level ofcare and skill ordinarily exercised by members of the same profession currently practicing in the same locality under similar conditions, including n~asonable, informed judgmen6 and prompt timely actions (the "Degrce ofCarc'). The Services shall be performed as expeditiously as is cons'islent wish the Degree of Care necessary for the ordely progress o(lhe Project. lJpon request of the Owner, Ihe Design Professional shall submit for the Osmet's approval n chedule for the performance of the Services which may he adjuste(1 as the Project proceds,and shall include allosmnces (or periods of lime required for the Osmers mview and thr approval ofwbmissions by authorities havingjurisdiction overthe Project 'time limits' cstaRished by this schedule and approved by the Owner shall noL except liv rwsonable cause, be exceedal by the Design Professional or Osmer, and any adjusunents [o This schedule shall be mutually acceptable m both pMies. ARTICLE 2 SCOPE OF R,\SIC SERVICES 2.1 RASIC SERVICES DEFINED Thc Design Professional's basic Services consist of those descrihd in Seeuons22fhrough 2,6 oftheseGrneml Conditimns and include without I imlafion normal s[rucluml, civil, mtxhanical and electrical engineering s'en~ices end any other engineering services neceswry to produce acomplele and accurate se[of CORSIRICAIOn Documents, us describai by and rquired in Section 24. 'Ihe belie Services may be modifed by Ihe Agreement. z.z scl2EatnTlc DeslcN rlinsE 2.z.1 Thc Design Professional, in consvllalion with the Owner, shall develop a written program (or the Project to ascertain Owners needs and to establish the requirements forthe Project. 2.2.2 "Ihe Design I'rol'essional shall provide u preliminary evaluation of the Owners program, construction schedule and wnswction budget requiranents, cacti in terms of the other, subject to the limin¢ions set fodh in Subsection 52. L 2.z.3 9~he Iksign Professional shat l mview with the Owner altemalive approaches to design and wnswction ofthe Project z.zA Racal on the mutually agreedupon program, schalule:md construction budget requirementq the Design Professional shall prepare, for approval by dteUmcr, Schematic I~sign Documenu con silting of drawings and other documents ilWstrming Ihe uele and rdmionship of Project components. The Schematic Design shall contanplate compliance with all applicable Imvs, statures, ordinances, codes mid regulations. 2.25 The Design Pmlessionnl shall submit to the Ownera prelimhary detailed estimate ofConstrucbon Cnst based on eurrntarea, columeor other unit calls and which indicates the cost of each category of work involved in constructing the Project and eslall fishes un elapsed tiro e factor for the period of time from the commencement tm the completion ofconswdion. 2.3 DESIGN UEVF.LOI'VIENT PIInSF. 2.3.1 Rased on Ihe approved Schematic Desigt Documents :aid any adjusnnmtls authorized by the Osmer in the program, schalule or construction hudgeS the Deign Professional shall prepare for approval by the Owner, Design [Xvelopment Dceumen6 consisting ofdmwings and other documents to tic and describe the lies and character offhe Project as to architectural, structural, mtxhanical and dceVical systems, materials and such other elements as may be appropriate, s+hich shall wmply with all applicable laws, statutes, ordinwces, codes and regulations. Nohvilhslanding Owners approval of the document' Desigp Professional rcpre5cnts tltat the Docwnents and specifications will be sul7cient and adequate to fulfill Ihe purposes offhc I'rojcd. 2.3.z 'the Design I'rofcesional shall advise the Owner ot:uty adjustments to the paliminary estimu6-ofConstruction Cost in a (urUter Dnniled SmemenL as described in Section 2.2.5. z.l coNSrl2ucrloN nocunNEn rs rhlnse 2.q.1 based on the appmvcd Design Devclopmenl Documents and any further adushnrnts in the scope or quality of the Project or in the conswdion budget authorized by IheOsmer,the Design Professional shall prepare, forapproval by the Osmer,Construction Documents consisting otDmwings and Specifcations setting forth in detail requimments for the conswdion ofthe ProjceS which shall comply with all applicable lawws, statutes, ordin;utces, codes and regulations. 2.J.2 'Ihe Design 1'ro(essional shall assist the Osmer in the prep[rauon offhe necessary bidding or procurement inlonnatioq biddng or procurement 1'nnns, the Conditions oftlte contract, and the 1'onn ofAgmcment kenvicen the Oemer and contractor. 2.a.3 The Dalian Professional shall advise Ihe Oemcrofany adjustments to previous preliminary es'timutcs ofCot>swcfion Cost indicate) by changes in rcquircments or genial market conditions. 2.J.4 'the Design Professorial shall assist the Oemer in connection with the Uvners responsibility for filing documents required for the approval of govemmrntal audrorities havingjurisdiction mverthe Project. Page 5 z.5 co~srlwcnoivco~Tw\crPROCURr:nIF:~T 2.5.1 The Design Pmfessbnal, ihllmeing the (Tuners approval of the GOmSVIICtiom Dl1eN-CptS and of the latest preliminary detailed estimate of Construction Cost, shall assist the Osmer in prceuring a construction contact for the Project through any procurement method that is' legally applicable to the Project including without limitation, the compMitive sealed bidding process. Although the Osm~'<will consider the advice of the Design Professional, the award of the constnic[ion contract is in the sole discretion o(the Osmer. 2.5.2 1(the construction contract amount for the Project exceeds' the total construction cost of the Project as set forth in the approved Ik[ailed Statcencnt of Probable Construction Costs of the Project submitted by the Design Professional, then the Design Pmfess'ional, al its sole cost and expense, will revise the Consmretion Documents as may be required by the Owner to reduce or modify theyuamity or quality ol'the wad: so that the total construction cast o(lhc Project will nut a<ceed the tarot construction cost set tbrth in the approved Detailed Statement of Probable Conswcfion Costz 2.fr CON'STRUCT'ION Pi r\SE -,\DJIINLS'f RATION OF TI1E CONSTRUCr10N CON'1'w\CI' 2.6.1 'fhe Design 1'mfcssional's responsibility tr provide Rucic Services' for the Construction Phase under this Agrrement commences with the award of the Contmet far GOrlStrmell0m and terminates at the instance to the Umer of the final Certificate for Paymen5 unless' ac tended under dme terms a(Subsection 832. 2.4.2 The Design 1'm(esaonal shall provide detailed administration ofthc Contract forConstmction as set tortlm below-For desigm professionulss the admimistrution shall also be in accordance with AIA document AZ01, General Conditions of the Contract for Constsictioq current ns ofthe date of the Agreanenl as may be mnrnded by the City of Denton special conditions, unless odrenvise provided in the Agrcement. for engineers the administration shall also be in accorduncc with dte Swndard Specitiwtions for Public Works Conswetion by the North Cemral Texas Council of Govemmenls, current as of the dale of the Agreement, unless' odmmvise provided in the Agreement. 2.6.3 ConsWCtion l'hasc duties,responsibilities:and limitations ofauthonry nl'Ihe lksign l'rol'ussinnal shall not be restricted, modilicd ar cetended wilhom ssrittcn agreement of the Osmt7 and Design Professiomal. 2.6A 'fhe Design Professional shall be a repmsenntive ofnnd shall advise and consul[ with the Owner Q) during constructioq and (2) a[ the Or+'nefs direction from time ro lime during the correctioq or svartanty Aerial descrikxd in the Contract for Conslnstiort l'he Design Professional shall have authority to act on behalf of the Owner only to the cxlent provided in the Agreement :rod these General Conditions, unless othenvisc modified by written instrument- 2.fl5 The Design Professional shall observe the conswction site at least one time a week, while wnstruction is in progress, and as rrttionably ncressary while construction is net in progress, m become familiar with the progress and quality of the work completed and to determine it Ome stork is being perfonnsd in a manner indicating that the work when completed will be in accordznce with the Contract [bcumenls. Design Pmlcssional shall provide Owmera striven report wbscgnent to wch on-silt visit. On the basis of nn-site obs'crvations the Design Pmfcssional shall kcep the Otmcr informed of the progress and yu¢fity of the wad:, and shall esesise the Degree of Cure and diligence in discovering send promptly reportimg to the Owner try observable detects or deficiencies in the work of Contractor or my sutrs~nvactors. Tho Design Professional represents that he will follow Degree of Care in performing all Services' undr dte Agrcemen[. The Design Professional shall promptly cortect any defective desiens or specifications famished by the Design Professional at no wst to the Owner- 'the Otmcts approval, acccplance, use afar payment for all or any pan of the Design Professional's Services hereunder or nl' the Project iLSCI(shall in no way alter the Design 1'rofcssirnul§ obfigalio~u orlhe (hmcfs rights hesund¢ 2.6.6 The Design Professional shall not hove control over or charge of and shall oat be responsihle for construction means, methods, techniques, sequences or procedures, or for salcty precautions and progrmns in cemncnion with the work. The Design Pmfcssional shall not be mspomsible for the Convadofs schedules or failure to carry out the work in accordance with the Contract Ikmmncnts except ins'olar os such luilure may result from Design Professional's negligent acts or omin'ions. the Design Professional shall not have control avatar charge of acts or omi4ions of the Contractor, Subcontrnetors, or their agents orcmployees, or ofany other persons performing portions ofihe work. 2.6.7 the Design Professional shall of al I times have acesss m the work wherever it is in pspomtion or progrus. 2.6.ri Escepl as may otherwise be provided in the Contract Documents or when disci communications have been specially authorized, the Owner :urd Contractor shall communicate through the Design PmicssionaL Communications by :aid with the Design Pro@ssional's consulmmn shall be ihrou~ [he Design PmfessionaL 2.6.9 based on the Design Professional's' observations at the site of the work and evaluations of the Contractors Applications (or Payment the Design Pmfession;il shall review and certify the amountsdae the Conlractor_ 2.6.111 "fhe Denim Profess'ional's certification for payment shall conslM1Ule a represenlalion to the Osmer, based on the Design Professional's obser- vations at the site as provided in Subsection ?b5 and on the data comprising the Contactofs Application for Payment, that the work has progressed m the point indrated and that the quality of the Work is in accordance with the Contract Documcnts_ The foregoing representations we subjcet to minor deviations from the Contract Documcnts correctable poor m completion and to speci tic quaGtications expressed by the Design Professional. The issuance of o Cert~cate for Payment shall lurther constitute a representation drat the Contractor is entitled to payment in the amount certified. However, the issuance ol'a Certifcate lice Paymen shall not be a reprrsemtation that the Design Professional has (I) reviewed construction means, methods, techniyucs, sequences or procedures, or (2) ascertained how or for what purpore the ConNador has used money previously paid on account of the Contract Sum. Page 6 2.6.11 The Design Protessional shall have the responsibility and authority to reject work which does not conform Io the Contend Documents_ Whenever the Design Professional considers it necessary or advisable tar implemcnlation ofthe intent of dte Contract Docunents, Ihe Desigt Professiowl will have authority to require addiional inspection or testing of the work in aceordnnee with the provisiols ofihe Contract Documents, whether or not such Work is fabricated, installed or completed. However, neither tltis authority ofihe Design Professional nor a decision made in good faith either W escrcise or not arercise such audrority shall give dse m a duty or ro sponsbility of the Design Professional m the Contractor, Suhcontrmtnn, material and equipment suppliers, their agents or employees or odher persons peAOnning portions of the work. 2.6.12 'fhe Design Professional shall review and approve or take other appropriate acfion upon Contractors submitals such as Shop Dmstings, Product Data and Samples for the purpose of(I) determining compliance widr applicable lams, smmtes, ordinances and codes; and (2) determining whdlter or not the wort:, when complekxl, will be Incompliance with the myuiremen6 of the Convad Documents. The Design Professiowl shall ac[ with such reasormblc promptness to cause no delay in the work or in the constnuction of the Owner or of sep;rnle contrectoq while allowing su0icicnt time in the Iksign Professional's professional jud~wntmpermit adequate review. Review o(such submittals is notconduded (or the purpose ofdcternining dte accuracy and completeness of otherddails such as dimensions' and quantities or (or substantiating instructions for inswllation or performance of equipment or ryslems designed by the Contender, ell ofivhich remain the responsibility ofthe Convenor to the e,,<tent required by the Contract Ik~ewnents_ 'Ihe Design Professional's review shall notconstivne approval ofsafety pnrvcauuons or, unless othem~ise specifically stand by the Design Pmfissional, of construction means, methods, techniyucs, sequences or procedures- The Design Professional's approval ofu specifc item shrill not indicate approval of an useably of which Ihe item is a component. When professional ccniGcation of perfonnancc characteristics of materials, rystems or equipment is required by the Contract Documents, Ihe Design Prolessional shall be entitled to mly upon such eertilication b establish that the mmerials, systems or equipment will mcetihe perfonnancc cn0.ria required by dro Contract Documents. 2.G13 The Design Professional shall pmpare Change Orders and Cons'wetion Change Dire~clivcs, with s'upporing documentation and data it deemed necessary by the Design 1'rofwsional u provided in Subscetions 3.1.1 and 3.3.3, for the Ownds approval and ce¢ution in aceordance with the Contract Dwuments, and may authorize minor changes in the work not involving an adjushnent in dte Convect Smn or an ertcnsion of the Conlract'1'ime which are not inwnsistem widr the intent of dte Contract Documents. 2.GIi On behall of the Orme, the Deign Professional shall conduct inspections to determine the dales of Substantial Completion and Final Completion, and if requested by dtc lhsmer shall issue Certificates of Subsantial and 4inal Completion 'Ihe Design Professional will receive and review written gu:uantees and relatM documents mquind by dIe Contract far Construction m be usembled by the Convector and shall issuea Gnal certifcate for Payment upon compliance with the reyuiruncnts ofthe Contend IbcmnenB. 2.6.15 'Ihe Design Prol'essiorurl shall interpret and provide rvnommendabnns on matters conccming perfonnancc ofthe Owner and Cortmdor under the requirements of the Contract Ibcmnents on written request of eifiter the Owner or Contmclor. The Design Professional's response to such requests shall be made with reasonable prompmess and within any time IimiLS agreed upon. 2.fi.1G Interpretnuons and decisions of the Design Profcssionul shall be consislrnt with the intent of and re:esc~nably inferable from Ihe Convect Documents and shall tic. in writing or in the foml ofdmstings_ When making such interpretations and initial decisions, the Iksign Professional shall endeavor to secure faithful pedorm:ume by both Umer and Convecbr, and shall not be liable for results or interpramions or decisions so rendered in good faith in accordance with all the provisions of this Agreement and in the a~enec of negligrnce 2.G17 "Ihe Design Professional shall render written dcroisions within a reasonable time on ail claims, dis'pules or other marten in que9ion bebvcen Ihe Otme[ and Contractor relating LLr Ihe exsution or progress of the wort: to provtled in the COnULCL Documents. 2.6.1% the Design Professiannl (I) shall ender services under the Agreement in accordwee with dte Degra~ of Care; (2) will reimburse Ihe Osmcr (or all damages caused by the defective designs dte Design Professional prepareq and (3) by acknowledging payment by the Owner of any fees due, shall not be rek-used from any rights the Omer may have under the Agreement nr diminish any of dre Design Pro(es's'ional'sebligations thereunder. 2.G19 The Design Professional shall provide the Owner with four sets of reproducible prints showing all signifcant dmnges b the Conswction Ik>cuments during the Cons'Irudion Phase. AR'I'ICLF3 ,\UUI'f10N:\L SF HVICES 3.1 CENERAI. 3.1.1 The services describtxf in this Article 3 are not includd in Basic Services unless so identified in the Agreement orPro~sal, and They shall he paid for by the Owner as provided in the Agreemcn~ in addition to the compensation for Basic Services. The :crvices describal under Sections 3 2 and 3,4 shall ony be provided if authorized or confirmed in svriung by the Osma. If services described under Contingem Additional Services in Section 33 arc required due m ciremmstances beyond the Design Professional's eonvol, the Design Prolessional shall notify the Otmer in writing cad shall not commence such additional smices until it receives written approval from the Owner to procced_ If the Otmer indicates in writing that all or part o(wch Contingent Addtional Services en; na requinxi, the Design Professional shall have no obligption to provide those services. Owner will he responsible for compensating the Desies Professional fiv Contingent Addiional Services only if dray arc not required due to the negligence. or fault of Design PmicssionaL Page 7 3.2 PROJECI'KF.PRESF.i\TA'P106 RN;\'ONU BASIC SERVICI?S 3.2.1 Ifmore extwsive reprrsenmtion al the site Than is described in Subsection 2.65 is rcyuired, the Ihsign Pmlessional shall provide one or mare Projcrt Representatives massist incarrying out such uctlitional on-site responsihili[ies. 3.2.2 Project Rcprcsenmtices shall he selected, employxl and directed by the Iksign Professional, and the Design Professional shall he canpcnsated therelor as agreed by the Osmcr and Design Professional. 3.3 CONfh~'GEAT ADUI'fIONAL SERVICES 3.3.1 ivWking mamnal revisions in Dmwings Specitications or other documents when such revisions are: I. inconsistent with approvals or instructions prwiously given by the Owner, including reunions nmde ncassary by adjustments in the Oemefs' program or Project bucket; 2. required by the enactment or revision of codes, laws or regulations subscyuent m the pn.paration of such docuncnis, ar 3. due to changes required as n result of the Demers failure to render dwision in a timely manner- 3.3.2 Providing services required because ofsignificatu changes in dte Project including, but not limited lq size, gnafity, complexity, orthcOwnets schedule, except for services required under Subsection 252. 3.3.3 Pa-paving Dmwings, Spceifica[ions :utd other documentation and supporting dam, and providing other sen•ices in eonncetion with Change Orders and Construction Change Diratives. 3.3.1 Providing wnsulmtion concerning replacanent of work damaged tj~ lire or other caus'c during conswctioo, and famishing services required in connettion wig the replacement ofsuch work. 3.3.5 Providing services made necessary by Die default oflhe Contractor, by major defecra ordeficiencies in lho work of the Qmtrac~r, or by failum of per(ormunec ofeitherihe Owner or Contractor undeY die Contract Ibr Consiniction. 3.3.6 Providing services in evaluating wt extensive number ofdaims submitted by the Contmrxor or others in comtecbon wish the wod:. 3.3.7 Providing services in comtation with u public heunng arbitration proceeding or legal proceeding except where the Design Professional is parry thcato- 3.3.5 Providing services in addition to those required by Article 2 for preparing documents for eltemate, separate or sequertial bids' or providing services in connection with bidding or conswcuon poor to the completion o(the Construction Documents 1'has'c. 3.3.9 Notwithsmndimg anything conrafned in the AgreemenS Proposal or these General Conditions to the contrary, all sttvices described in this Article 3 that arc caused nr necessimted in whole or in part due m the negligent act or omission of the Design Professional shall be performed by the Design 1'micssional as a part oflhe Basic Services under dte Agreement with no additional compensation above and boyond the comprnsotion due the Design Profesaionul for the Basic Services. The intervening or concurrent negligence of the Ocmer shall not limit the Design Pmlcss'ionafs obligations under this Subsection 3.3.9. 3.1 OI'1'10AAL ADUI'1'IO~AI. SERVICES 3.1.1 Providing tiwncial Icasibility or other special studies. 3A.2 Providing planning surveys, site evaluutirnis or companllive studies of prospective sites. 3A.3 Providing special surveys environmenml studies end suLmissions regnired for approvals of govcmmenral aulharrtics or others having jurisdiction over dte Project. 3.1.J Providing services relative to future facihtics, sysems and equipment 3.1.5 Providing services to investigate existing wndaions or facilities or to make measured drawings thereof. 3.1.6 Providing services to ven(y the aceuracy ofdrawings or other inlormation famished by the Owner. 3.1.7 Providing coordinaton otcoiswction performed by separatecontradors or by the Owners own forces and coordination ofserviccc inquired in connection with construction performel and equipment supplied by the Ocmu. 3.i.S Providing demdcd quantity surveys orinvenwrics of material, cquipmentarxl latxrr_ 3.1.9 Providing analyses ol'operaung :rod maintenance Costs. 3.1.10 Making investigations, invcntones of materials or equipment, or valuations' and derailed appmuuls of existing facilities- 3.1.12 Providing assistance in dte utilization of oquipment or systems soft as testing adjusting and balancing, proportion of operation and maintenance manuals vaining pusonnd for operation and maintenance anti consultation during opertion. Page 8 3.J.13 Providing interior design and similar services ra~uired 1'or or in connection with the sclcetion, pmcurcment err insmllalion offumitum, fumis'hings end rotated equipmrnt. 3A.14 Providing services other than as provided in Scelion 26,4, after issuance to the Owner ofthe final CeniFcate for Payment and ecpimtion of the W;uranty period oftrte Contmc[ ftr ConsWCtion. },y Ij Providing services ol'wnsultanls for other than archiutuml, civil, stmctural, mechanical and elecincal engincering portions ofthe Project provided as e part of Basic SCIV IClS. 3A.16 Providing any outer services not otherwise included in this Agreement or no[ customarily fitmis'hed in accordance with generally accepted architectural practice. 3.J.17 Preparing a set o(rcpmducible record drawings in addition to those required by Subsection 2.6.19, showing significant changes in the work made during conswction basal on m;ukedup prints, drawings and other data fvmis'hcd by the Contractor m the Design Prolessionul. 3.J.IS Notwithstanding anythingeonmined in the AgreemenS Proposal orthcsc Cenerel Conditions to the wnirary, all services described in this Article 3 that urecaused or necessitated in whole or in pun due to the negligent act oromission ofdte Design Professional shall be penbrned by the Desi~ Professional as a pun ofthe Basic Services underlhc Agreement with no additional compensation above and beyond the compersation due the Design Pmlcssional forthe Dvie Services. The inlmening or concurrent negligrnce of the Owner fall not limit the Design Professional's obligations under this Subsection 3,4. I8. \R'1'ICLY: J O\\'\ER'S RESI'OiVSIBILI'11F.5 J.I The Owner shall consult with the Design 1'rofess'ionol regarding roauiremenL~ for the Project, including Q) the Owners objectiv cs, (2) schedule and design consvaints end criteria, including space requirements and relationships, ftexibilily, eependability, slxtiol equipment, rystems and site requirements, ;a more specificallydascribed in Subsection 2.3.1. J.2 the Owner shall establish and update an overall budget for the Project,includingthe Constnmtion Cost, the Osvnets oilier coSLS and reasonable contingencies related to all nfthese costs. J.3 If requested by ilia Design Professional, the Owner shall famish evidence Ilia financial arrangcYnen~ have bcen made m fullill the (Tenets obligations under this Agreement J.J The Owner shall designateorepresenlulive authorizedmocronthe Owners behalfwilh inspect to the Pmjwl. The Owner or such authorized represenNtire shall render decisions in a timely manner pertaining to documents submiucd by the Design Pmfessionol in order to avoid unreasonable delay in the orderly and sequenfial pm~os ofthe Design Prolessionol's service. J.5 Where applicable, die Otvncr shall famish surveys describing physical characteristics, legal limitations and utility locations for the site ofthe I'rojcct, and o writtrn legal description ofdte site. 'the snr~eys and legal information shall include, ;a applicable, grades :mdtines of streets, alleys, pavements and adjoining property and structures; adjacent drainage; rightsol=way, restrictions easanenB, encrouehmen6, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and accessary data pertaining to eeisting buildings', other impmvemrnts and trees; :utd intonnation conc.-ming avai4able utility services and ling Iwth public and private, about and below fade, including inverts and depths. All the intonnation on the snrvcy shall be referencctl ur a project benchmark. J.( Where applicable, the Uvncr shall lumish the services ofgeorechnical engineers when such services are requested by the Design Professional. Such services may include but are not limi0.cl m test borings, feet pits, determinations of soil bearing values, percolation tests, evaluations ofhazardous materiels, ground corzosion :rod rusistvty tests, including necessary operations for ontic~oling sub-soil conditions, with reports and appropriate pro(essional recommcndatiois J.6.1 The Owner shall famish the services of other conmltants when such 8crvices are reasonably required by the sptpe ofthe Projcet and ore requested by the 0.sign 1'rofcssional and arc not retained by the Design Prolessionul as part of its Basic Services or Additional Services. J7 When not o part o(the Additional Services, the Owner shall lumish structural, mechanical, chemical, air and voter pollution tests, tests of hazardous materials, and other lobomtory and environmental tests, in~ec[ions and reports requital by law or dte Contract Uuumcnis. J.S The Or+mer shall lumish all Icgal, accounting and insurance counseling services as may be necessary of any time for Iho Project, including auditing services the Umer may require to verify the Contractors Applications (or Payment or to ascertain how or I'or what purposes dte Conuactorhas used the money paid by or on behalf of the Owner. J.9 'the services in(onnatioq surveys mrd reports requirat by Uvncr under Sections 4.5 through 4.8 shall be lumished at [he Owners eyxnse, and flit Design 1'rolessional shall be entitled to rely upon the aaumty and completeness thereof in the abscnceafany negligence on the part of the Design Profess'ionaL J.111 The Owner shall give pranpt Witten notice to the Design Professional it the Owner Mzomes mvare ol'any fault or defeat in the Project or nonconfonnanec with the Contract Documents. Page 9 4.1 I Design Professional shall propose language for certificates or certificvliens to be requested of the Design Prolessional or Design Professional's consuhnnts and shall submit such to the Owner forreview and approval aUenst fourteen Q4)days poor to esecufion. The Owner agrees not to reques[a~rtifications' Thal would require knowledge or sxvices beyond the scope ofthe Agrcemeut AR'1'ICLN; 5 CONS'fRI1CflOiA COSh 5.1 CO\STRIICI'ION COST DF.FI\'ED 5.1.1 'fhe Constmction Cost shall be the total cost or esnnalcd cost to the Owner ofall elements of the Project designed or sped lied by the Des'igt Professinml. 5.1.2 The Construction Cost shall indudc the cost at current market m4s of labor and muLLrials fi~mishal by the Owner and equipment designal, sped lied, selected or specially provided for by the Design Pmlcasional, plus a reasonable allowance for the Contracwrs overhead and profit In addition,areasomble allowwce for wntingencies shall be included for marl:e4 condAions at the limeofbidding and for changes in the work during conswclioa 5.1.3 Conswdion Cost does not include the compensation ofthe Design Professional and Desigu l'ro(essional's cousnlWnts', the costs of the land, rightsoLway, financing or other costs which :ue the rc~onsbil ity of the Owner;u provided in Anide 4. 5.2 K4:SPONSIKILITY FOK CO\'ti'fKUCTION COST 5.2.1 Evaluations oRhe Owners Project budget, preliminary estimates o(Construdion Cost and detailed estimates of Conswetion Cost prepared by the Design Professional repreen[ the Ik-sign I'mfes'sunal's bestjudgmcnt as u design profcss'ional faro iliar with the mnswction industry. It is nxognized, howrever, [hat neither the Design Professional nor the Ormer h:u wntml over the cost of labor, materials or equipment, over the Cortraclors methods' of determining bid prices, or wer competitive bidding or market conditiorts_ Accordingly, the Ihs'ign Professional cannot and does not warrant or represent that bids' or cost proposals will not vary from the Owners Project budget or from any ufimaro ofConswGion Cost or evolwtion prcp:ued or agreed to by the Iksign ProfcssionaL 5.2.2 No tisexl limit of Consmstion Cost shall be csWHished as a condition of the Ageement by the famishing, prgiosal or establishment of a Projcet budget, unless such Gzed limit has been agreed upon in uniting and signed by fire parties thereto. If mch a li.eed limit h;u been established, the Design Pmfessionnl shall be pemtitted to indudc wnlingencies for dcsigq bidding and price escalation, to determine what malmials, equipmenS componrnt systems and types of construction arc to be included in the Con[md Documents, to make reasomble adjunments in the scope o(the Project and to include in the Contract Docunents altcxnate bids to adjust the ConsWCtion Cost to the tiled limit. Filed IImILS, if any, shall be incre:>sed in dtc amount of an increase in the Contract Sum occurring alley esecutian ofthe Contract for Construction 5.2.3 Iftlte Procurement Phase has not commenced within 90 days after the Design Professional submits the Cnns'wction Documents m the Umer, any Project budget or fixed limit of Constmclion Cost shall be udjustal to reflect changes in the general Icvd of paces in the cnnsm~cfion industry bchs~n the date of suhnission o(dte Conswdion Daum cots to the Osmcr and the date on which proposals are sought AK'f ICLE 6 O\\'\N:RSHIP A\'D USE OE DOCU\IE\TS 6.1 The Drawings, Specifications and other documents pap:ucd by the Desist Professional for this Project are instmments of the Deign ProfessionaPs service and shall become the property ol'Ihe Owner upon termination or completion ofthe Agreemem_'fhe Design Professional u entitled m remin copies of all such documents- Such documcuts are intended only be applicable to This Project, and Oemet's use ofsudt documenu in other projects shell heat Oomer's sole ask and ecpens'e In the event the Umer uses any of the information or ma[eriala developed pursu:ull to the Agreement in another project or for other purposes than arc specifial in the AgJ eemenS the Desi),m Professional is rduhsed from any and all liability relating to their use in that project fi.2 Submission or distribution of documents m meet oRicial regulatory mquirements or lur similar purposes in connection with the Projcet is not to be construexl as publirmion in derogation ofthe Design Prolessional's reserved rights \KTICLE7 TE12VIIAA'fIOV, SUSI'F.NSION OR AKAVDONAIEYI 7.1 'Rte Design Professional may terminate the Agreement upon not less than Ihiry days written notice should the Owner tail subsmntially In perform in acwrdance with the terns ofthc Agreement through no fault ofNc Design I'rofess'ional. Ouster may terminate the Agreement oruny phase lheroofivith or without cause upon thirty (30) days pnorwritten noticeto the Design Professional. All work and labor being performed under the Agreement shall cemu immediately upon Design Pm(cssional's receipt of such notice- De(om the end of the thirty (30) day period, Design Professional shallimoice the Owner for all work it satisfactorily performed priortrt the rceeipt ofsuch notice. No amount shall be due for lost or anticipated profits. All plans, Held surveys, and other data related m the Projcet shall become pmpery ofthe Owner upon termination of the Ageement wtd shall be promptly deliveral to the Uvner in a nvsonably org:mizcd torn. Should Ormer subsequently contract with a new Design Prolessional for continuation ol'services on the PmjceS Design Professional shall wopcrate in providing information. 7.2 Ifthe Projcet is suspended by the Osmsr for more than 30 wnse'emive days, the Design I'ro(essional shall be comprnsatcd far services satisfactorily performed prior to notice of such wspcnsion. When the Project is resumed, the Design Professional's annputsation shall be equimbly adjusted to provide for espenscs incured in the interruption and resumption oClhc Design Professiowl's services. 7.3 The Agreement may be terminated by the Oemer upon not less th;ui s'cven days written notice to the Design Professional in the event thatthe Projcetis permanently abandoned- Ifthe Pmjed is abandoned by the Owner for more than 90 consecutive days, the Design Pml'essional or the Owner may terminate Ute Agreement by giving rvrinen notice. Page 10 7.1 Failure of the Uvner to make payments to the Design Pmfessional for work satisfactorily completed in accordance with the Agreement shall be considered substantial nonpedormence end 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 pmpuly and satis'facmrily performed, [he Design Pmfessional may, upon seven days written notice to the Owner, suspend peAbrmance ofservices under the Agreo meat. 7.6 In the event of termination not dre (cult ofthe Design Professional, the Design Professional shall be wmpensated for services properly and satisfactorily performed pnorto tenninatinn. AR'FICLN:R YAVAIE.\1'S TO'FHE DESIGN PROFESSIONAL 8.1 DIRT?CI'1'ERSONN EL EYPENSE 8.1.1 Dircet Personnel Expense is defined as the directsalariesofthe Design Professional's personnel engaged on the l'mject and theportion o(lhc cost of their mandatory and customary contrbutions and benclits related thereto, such as enployment taxes and other srammry employee benefits, inmmnc~ sick Icavq holdays, vacations, pensions and similar contributions end benclits. 8.2 RBI3111URS.\RLE F.SPENSES R.2.1 Reimbursable 8xpens'cs are in addition to compensation for Rasic end Additional Services and inclade expenses intoned by the Design Professional and Design I'mfessional's employces and comulWnts in the interest of the Project, as idemified in the following Clatues. 8.2.1.1 Expense of Vansporration in connection with the ProjceS expenses in connection with authorised out of-town travel; longdis4mtce communications; and ices paid for securing approval ofaufhorities havingjurisdiction over the Project 8.2.1.2 Expenscofreprodwtions(except the reproduction ofdte sets ofdocuments referenced in Subsection 2.6.19), postage and handling oflhawings', Spaif ications' and other documrnls_ 8.2.1.3 I I authonzal in advance by the Owner, expense ofoveriime work requiring higher than regular rates- R.2.LJ Expense ofrendcringq models:utd mock-ups rtxluested by the Owner. 8.2.1 5 Expense ofcomputer--aided design and dmding equipment time when used in connection wdlh dte Project. 8.2.1.6 Other expenses that are approved in advance in writing by the Owner_ 8.3 I':\1'DII?N"fS O~ ACCOI7~"1' OP BASIC SERVICES R.3.1 Payments for Ras'ic Services shall be made monthly and, where applicable, shall be in proportion to smites pedonned within each phase of service, on the b;uis set torah in Scclion 2 of the Agreement and the schedule of wod:. 8.3.2 Ifand to the extent that the lime initially estaH fished in lho Agreement is exceeded or extendal Utrough no (cull oflhc Design Professional, wmpms'eGon for any xrvices rcndcmd daring [he additional period of time shall be wmpmed in the manner set forth in Section 2 of the Agreement. R.3.3 When compensation is based on a percenragc of Conswction Cost and any portions ofthe I'mject arc 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 sM forth in Scclion 2 of the Agnrement bazed on (I) the lowest bona fide bid or (2) if no s'ueh bid or proposal is received, the most recent rreliminary estmate ofCons'truction Cost or derailed estimate ofConstructinn Cost tar such portions of the Project 8.a P:\\'NE\fS ON ACCOU\"1'OF.\UUITIONAL SERVICES 8.J.1 PaymenLS on account of the Design Professional's Additional Services and for Iteimbursuble Expenses shall be made monthly within 30 days after the presen Wlion to the Umer ofthe Design Professional's eWtcment of services rendered ar expenses intoned. H.5 1'Al'DI F.NTS VA'1'1'llllELD No dednetions shall be made from the Design 1'rofes'sionaCs compensation on account ofpenalty, liquidated damages or other sums withheld from payments to contmcurrs, or on acetnnt offhe cast ofchangu in the work other Than those fonvhich the Design 1'ro(cssianal is responsible. Afi DESIGN I'ROFFSSIONAIiS .ACCOUNTING RECORDS Design Professional shall make available to Osmer or OsmMs authori~rd represenratice records' of Reimbursable Expenses and expens'es' pennining to Additional Services and smices petlonned nn the basis of a multiple of Direct Personnel Expense far inspeaion and copying during regular business hours for thru~ years after the date otdte final Ccnil icate of 1'aymen[, or until any litigation related to the Project is fiwl, whichever date is later. \R'FICLE 9 INDFAINI'1'Y Page I I 9.1 The Design Professional shall indemnify and s'avc and hold harmless the O+vner and i6 olTcers, agents, and employees from and against any and all liability, claims, demands, damages, losses, and expenses, including but not limited m court costs and reasonable almmey fees incurred by the Owner, and including without limitation damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of the Design 1'mlcssional or its officers, shareholders, agenLS, oremployces in tite performance aflhe Agreement. 9.2 Nothing herein shall be consWCd to curate a liability to any person who is not a party to the Agreement, and nothing herein shall waive any of the parties' detenses, bath a[ law or equity, to any claim, ©use of acGoq or litigation lilal by anyone not a party to the Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. AI2'fICI,4: 1111ASURANCE During the per(onnance oRhe Services under the Agreement, Design Professional shall maintain the following insurance wiUt an insurance company licensed or authorized to do business in the State of Texas by the Stulc Insurance Commission or any successor agency that has a rating with Oest Rate Carriers of at Icast at A- or above: I U.I Comprehensive General Liability Insurance with bodily injury limits ofnol Icss 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 aegegatc. I U.2 Automobile Liability Inwrancc with bodily injury limits of not less' than $500,000 for each person and not less than $SW,000 for each occident, and with property damage limits ol'not less than $100,000 (or each accidcnL 10.3 Worker's Compensation Insurance in accordance +vith statutory requirements, and Employers' Liability Ins'umnce with limits of not less than $100,000 for each accident including occupational discue. I ILJ Professional Liability Insurance with limiu of not less than $1,000,000 annual aggregate. I O.i The Design Professional shall famish 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 O+vner as an additional insured, the WorAers' Compensation policy shall conain a waiver of subrogation in favor of the Owner, and each policy shall contain a provision that such insurance shall not be canceled or modilicd without thirty (}0) days' prior written notice to Owner and Design Professional In such event, the Design Professional shall, prior to the dlcctive date o(the change or cancellation. four is'h Owner with substitute eertiticates ofinsurance meding the requirements of this Article 10. aR'ncLe n nusceEwnb:ous raovlslon~s I LI The Agreement shall be governed by Ute laws ofthc Smte ofTexas_ Venue ofany suit or cause of udion under the Agrcemern shall tic cmlasively in Donlon County, Texas_ 11.2 the Owner and Design Pofessional, rrspectivdy, bind thems'elvcs, Utcir paMCrs, successors, assigns and legal mpmwntatives m the other party to this Agreemrnl and to the partners, successors, assigns and legal reprrsenmtives of such other p;ury with ru~sped to all cmvenanLS of this Agreement 'fhe Design Pmlcssionel shall not assign iLS intcnss in the Agrwmcnt without the+vriucn consent of the Omer. I L3 The term Agreement as used herein indudcs the executed AgreemenS the Proposal, dtcsc General Conditions and other attachments referenced in Section 3 ofthe Agreement which together represent the rntire and inlegmled ogreonenl beRVcen the Owner and [hsign Professional and supcrvdrs ell poor negotiations, represGttn6ons or agreemrnL^, either written or oral 'fhe Agr~ncm may he :unendcd only 6y Britten ins[rumem signed by both O+vncr and Design Professional. When imerprefing the Agreement rho ceceuted Agreement, Proportl, these Gencml Conditions and the olhcratmchmenty refcrrncul in Section 3 of the Agreemem shall w the extent that is' reavnnably possible be read so as to harmonize the provisiotu. I-lo++tve5 should dre provisions ol'these documents be in conflict so that they can not be. masonably harmonized, such documenLS shall be given priority in the following oalcr: I. The cxcemcvl Agrsmnent 2. AUachmenls referenced in Section 3 ofthe Agreement otherthan the Proposal 3. these General Provisions 4. 'I he Proposal Il.q Nothing conwincd in the Agrmnent shall ereateacon[mctual relationship wish oracauseot action in fmror ofa third party against either the Owner or Design Professiowl. I Li Upon receipt o(prior written approval of O+ma, the Design Professional shall have the rift ro include representations ol'thedesign ofthe Project, including phoutgmphs of the exttrior and inlerio5 among the Design Pmfessionul's promotional and professional materials The Design Professional's materials shall riot include the lhmefs amlidential or pmpndary information if [he O+vncr has previously advised Ute Design Professional in writing ol'the spceific inli+nnotion considered by the O++ner to he confidential or pmprielap~_ The Ownu shall provide professional credit for the Design Professional on the consvuction sign and in the promotional materials for the Pmject_ 11.6 Approval by the Owner shall not consfilute, nor be deemed a release oRhc responsibility and liability of the Design Professional, iB employees, associates, agents, subcontractors, and subconsultanu for the uccumcy and competency of their designs nr other work', nor shall such approval be deemed to be an assumption of such msponsibility by the Owner for any defcrot in the design or other+rorA prepared by the Design Professional, its' employees, s'ubeon[rodoq agents, and consultants. Page 12 11.7 NI notices, wmmunications', and mports inquired or permitted under the Agreement shall be personally delivered or mailed to the res'pectivc parties by depositing same in the Unfired Brutes mail to the addass shown below signature block on the Agreement, ecrtit ied mail, return receipt requested, unless othenvisc specified herein All notices' shall he deemed ef&elive upon receipt by the party to whom such notice is giveq or within three (3) days a0er mailing. I LR II any provision of the Agreement is found or deemul by a court of competern jurisdiction to be invalid or unenforceable, it shall be cons'idend severable from the remainder of[he Agreement and shall not cause the n:mainder to be invalid or unenforceable- In such event, the parties shall retomt the Agreement to replace such stricken provision with a vuhd and enforceable provision which comes as close as possible to esp ressing the intention of the stricken provision. 11.9 The Design Profes'siunal shall comply with all federal, sWlc, and local lows, rules, regulations, and ordinances applicable to the work coverrd hereunder as they may now read or hereinufier be amended during the term of this Agreement. 11.10 In performing the Services required hercunde5 the Design Professional shall not discriminate against any person on the basis of race, cobr, rcligioq sex, national origin or ancestry, age, or physical handicap. I L I I The captions of the Agrecmemarc for informaGonol purposes only, and shall not in any way u((ect the substantive leans or conditions' ol'[he Agrcemen~ Page 13 Exhibit A City of Denton South Branch Library Expansion Proposal for Architectural Services -Revised January 30, 2006 February 7,2006 Basis of Proposal Project Scope: Design of the South Branch Library expansion and redesign of [he existing parking lot: The building expansion space may range in area from approximately 7,500 to 10,000 square feet, dependant upon the allocation of [he project budget as determined by the City of Denton Building Committee and will be of the similar quality to the existing facility. The redesign of the existing parking lot shall include additional parking spaces to accommodate the expansion of the branch facility and changes in improve the ease of ingress and egress. Proposed Prof ect Schedule: Design & Consrrucrion Documents: Programming City of Denton Approvals Schematic Design Schematic Cost Estimate City of Denton Approvals Design Development llll Cost Estimate City of Denton Approvals Construction Documents CD Cost Estimate S TAS Review City of Denton Approvals Ta tat Design & Cansbaction Docum enls Bidding & Construction: Bidding City of Denton Approvals Construction Contact Close Out Total Biddirsg & Construction 2 weeks 1 week 3 weeks 1 week 1 week 3 weeks I week 1 week 6 weeks 2 weeks 3 weeks 24 weeks Note: if the City of Denton ~ipprovals rake longer [ban what is noted, fire schedule will be extended. 4 weeks R weeks 24 weeks 2 WCCkS 38 weeks Nate: if the City of Dertron Approvals take !anger than what is noted, tha schedule will be extended. IIooziutis & Company Architects 2400A Empire CeoLal Dallas, Texas 75275 114.350.5051 bca Qbooziatis.com Fax 214.350.SS49 City of Denton South Branch Library Expansion Proposal for Architectural Services -Revised January 30,2006 Page 2 of 7 This schedule will be adjusted in collaboration with the City of Denton Building Committee during the Programming Phase. Information Provided by the Clty of Denon: The following information shall be provided to Boozi olis & Company Architects by [he City of Denton. Booziotis Company Architects shall rely upon the information as accurate. (Providing services to investigate existing conditions or facilities or to make measured drawings thereof shall be Optional Additional Services (City of Denton General Conditions 3.4.5)) (Providing services [o verify the accuracy of drawings and other information furnished 6y the Owner shall be Optional Additional Services (City of Ucnlon General Conditions 3.4.6)) Site Survey The City of Denton shall provide an accurate survey of the project site during the Programming Phase. Since the Site Survey is critical to the design of the project, [he Schematic Design Phase will no[ commence until the Site Survey is provided to Aooziotis & Compauy Architects. IC the survey is provided in paper format, conversion of the Survey to digital format shall an Additional Service. The survey shall include the following information: • Scale, north arrow and date. • Legal description and volume and page of file plat • Metes and bounds • Total tat area in square Ceet • Distance to block corner • Distance to fire hydrant • Building dimensions and dimensions to adjacent buildings (Includes both the existing Fire S[a[ion and the Library) • Building setbacks • Easements with information of record • Flood plain boundary location andlor statement and reference to FEMA zone map pane] number and dart issued • Street right-of-way and distance from right-of-way line to center-fine of street • Location and type of existing streer paving • Alley width and pavement width • Arrows on all ties to right-of-way line • Improvements accurately located and dimensioned: • Establishment of a permanent benchmark for use dtuing construction and site orientation- s Elevations oC the first floor of buildings, tops of curbs, retaining walls, terraces, tops and bottoms of all exterior steps. • Elevations of contours at 20' intervals Other SI[e Conditions The City of Denton shall provide any information that would affect the design of the site or the building [o Booziotis & Company Architects during the Programming Phase. This information includes, but is not limited to proposed ar future improvements to adjacent streets, drives, and utilities, regulations concerning the Fire Station or access to the Fire Station, zoning changes, eic.. Redesign due to failure to disclose pertinent into rmation shall be provided as Additioral Services. • TXDOT dcsi)?p sheet for Teasley Lane • Water ,Sewer and Electric Utility placement on current site • Soils Report Nooziotis S Company arcbiteds 2400A Empire Central Dallas, Texas 75235 214.350.5051 bca Qbooziotis.com Fox 214.350.5819 City of Denton South Branch Library Expansion Proposal for Architectural Services -Revised January 30,2006 Page 3 of 7 Existing Library ConstrucNoo llocu mentation The City of Denton shall provide Construction Uocumen[a[ion for [he existing library building to Boozioits & Company Architects during the Programming Phase. Since the Existing Construction Uocumentation is c[itical to the design of the project, the Schematic Design Phase will not commence until the documents are provided to Booziotis & Company Architects. Construction Documentation: The Drawings shall include Architectural, Structural, Civil, MEP, Environmental Graphics, Security, Data and Furniture Plan Drawings. Providing services to investigate the existing conditions or facilities and make measured drawings thereof shall be an Additional Services (City of Denton General Conditions 3.4.5). Other Construction Documentation: Other construclimt doucmenlation provided to Booziotis & Company shall include a copy of the Project Manual, Shop Drawings and Submittals for Structural, MEP and all building materals. Stored Furniture and Futures The City oC Denton shall provide a written Inventory of Furniture and Fixtures in storage that will be used in the expansion. Included in the inventory shall be the item, manufacturer's name, dimensions, colors and Bnishes. Data and Sccurlty Io[ormation written specifications for all data and security systems and equipment during the Schematic Design Phases. Included in the specifications shall be all egnipmenl specifications, sizes, clearances, termperature and power requirements; all termination/junction box sizes and clearances; all conduit types, locations, sizes, band diameters and terminations; and all wiring, fiber and cabling requirements for data and security equipment. Services to complete [he Da[a and Security Drawings shall be Additional Services provided as an altuwance on an hourly basis. The cost will vary dependent upon [he information provided try the City. Bourlatls & Company Architects 2400A Empire Cennel f)allas, Toxas 75235 214.350.SOA bca Qbooziotis.com Far?I1750.5849 City of Denton South Branch Library Expansion Proposal for Architectural Services -Revised Project Budget: Total Project Budget assumed at $ I,S00,000.00 The Construction Cos[ Limitatimt includes the cost of Construction, Furniture and Fixtures. The Construction Cost Limitation is assumed a[ $1,285,000.00 Proposed Fees: Description of Work ar Phase Amounts January 30. 2006 Page 4 of 7 Basic Design Services ']'he Basic Design Services Fee shall be R.5% of the Construction, Furniture and Fixtures Cost: 51,285,000.00 x 8.5 % = S 109,225.00 Services Include: Architecture Structural Engineering Civil Engineering (Exception: relocation of major utilities that may 6c below grade at new construction) Mechanical, Electrical, and Plumbing Engineering Interior Design (Including drawings and inventory of existing furniture and fixtures) Environmental Graphic Design Landscaping (Drawings shall only indicate trees, planting areas and reconfigured sprinkler system) Cost Estimates Schematic Design Phase (l5%) Programming Includes 2 Building Committee Meetings Schematic Design Includes 3 Building Committee Meetings and I Community Mccling Schematio Cost Estimate 516,383.75 Design Development Phase (20%) S21,845.00 Includes 3 Building Committee Meetings Cost Estimate Revision Construction Documents Phase (40%) 543,690.00 Includes 6 Building Committee Meetings and one 100°o Construttion Documents Phase Review Meeting Final Detailed Cost Estimatz Boozio0s & Company Architects 2400A Empir<Crntrel Dallas, Tcnas 75235 2]4.350.5051 bca @booaotis.com Fa~214350.5849 City of Dzo[oo South Branch Library Expansion Proposal for Architectural Services -Revised of Work or Phase Amounts Bidding Phase (5%) Includes 1 Prebid Meeting and 55,461.25 1 Bid Analysis and Contractor Selection Meeting Construction Administration Phase (20%) Includes Weekly Construction Meetings at the site and $21,845.00 monthly Owners' Meetings, in conjunction with the Weekly Construction Meeting for 26 weeks. Architect to moderate Owners' meeting, take notes; Contractor to moderate, mkc and distribute notes a[ construction meeting. Architect will handle all routine construction forms and processes including but not limited to shop drawings, RFIs, ASLs, closeout documents. Post Construction Services Warranty Review: 1 on site review meeting 1 meeting January 3U, 2006 Page S of 7 Total Basic Services Optional AdditGtnal Services The following Additional Services may or may not be required, but assumptions of scope and cost have been made in some areas where a reasonable assessment can be made. An allowance or contingency for additional meetings or other consultants is identified below. Exist[ng Conditions Drawings Providing services to investigate existing conditions of facilities and make measured drawings for use as project base sheets Data & Security Drawings (Estimated Allowance) Providing services to incorporate Data and Security requirements and specifications as provided by the City. Cost will be dependent upon the method and amount of information provided by [he City Cos[ Estimate for Operations and Maintenance SI,000.00 $1,000.00 (Allowance) $4,000.00 Providing analyses of operating and maintenance costs fora ] 0 year period Additional Meetings (Allowance) In addition [o those identified above Allowance is per meeting or hourly at Owner's option Total Optional Additional Services (Does not include fees jor any additiona(meetingsJ $500.00 $109,225.00 $6,000.00 Bovziotis & Compvny Architects 2400A Empire C<ntml Dallas, Tczas'S?}5 214.350.505: bca Cbooziotis,com Pox 214.3505A49 Cip~ of Denton South Branch Lih rary Expansion January 30, 200h Proposal for Architectural Services -Revised Page 6 of 7 Description of Work or Phase Amounts Reimbursables Allowance for Reimbursables: (Allowance) $10,000.00 Includes document printing and reproduction, photographs, long distance telephone, postage, renderings, shipping„ miscellaneous fees paid for securing approvals of authorities having jurisdiction over the Project I.10 x Actual Cost: Consultants requiring Booziotis' Professional Liability Insurance 1.05 x Actual Cost: All other reimbursables not requiring Booziotis' Professional Liability Insurance such as reproduction, postage, etc. ADA/TAS Review (Allowance) TDLR ADA/TAS Plan Review fee and site walk-thru at end of project shall be a reimbursable expense or may be paid directly to the provider by [he City Energy Code Review (Allowance) Review Cor compliance with the International Energy Code shall be a reimbursable expense or may be paid directly to the provider by the Cily Total Reimbursables Allowance Total Basle Services, Optional Additional Services &Reimbursables sl,zoo.oD 5500.00 511,70D.00 $126,92 Adjustments to Scope and Budget: Fees Cor Adjustments to Scone and Budget for those amounts exceeding the original $1,285.000.00 of the assumed Construction Cos[ Limitation: prom 0 to 25 % of the CCL: 7.65% fee x adjusted amount if only architectural services are required. , 8.5 % fee x adjusted amount if consultant services ore required ~"y" Above 25% of the CCL: . 7, ~ 8.5 % fee x adjusted amount if consultant services are required '(Fehruary 7, 2008) Additional Services: Attached is [he Billing Rate schedule for any hourly Additional Services. Contract Clarifications: I. Reimbursable allowance shall be subject to [he following conditions: Architect's obligation [o the City oCDemon shall not exceed two record copies at each progress review and three record copies at [he end of each design phase. A:chitec[ will supply three record copies and one original reproducible copy to 6e placed a[ a local reproduction house at the end of the Construction Documents phase. At the end of the project, architect will supply four record copies and a CD containing one electronic file copy of each drawing and each specification section contained in the bidding and/or constnsction set. Booziotis & Company Architects 2400A Empire Cenrral Dallas, Tezas ?5235 214.350.SOSl bca @booziotis.com Fax 214.750.5849 City of Denton South Branch Library Expansion January 30, 2006 Proposal for Architectural Services -Revised Page 7 of 7 2. Architect agrees to emttract language regarding rebid with the following conditions: fi the base bid, in any combination with [he alternate bids meets or is less than the Owner's Construction Cost Limitation, the architect will have no obligation to modify or rebid the documents, unless otherwise agreed. 3. Architect agrees [o contram language to extend ownership of documents to the City of Denton subject to the following conditions: Architect cannot guarantee that consultants will he willing [o agree [o [his clause, but will extend the industry customary license [o the Owner to maintain and use copies of the documents for the Owner's use in maintaining the property as allowed by copyright laws and laws governing the practice of architecture in Texas. Architect will convey design, design details developed for the exclusive use of [he project Architect does not agree [o convey Ownership ofstandard or typical details developed in house used in other or similar projects, or those obtained by license from outside sources and publications. 4. Architect's obligation to provide written documentation from the Slate of Texas regarding the acecssibility requirements shall be satiated by the employment of an Independent Contract Provider, licensed [o perform accessibility reviews and inspections by the state of Texas, to review the project site and design documents during the Schematic Design Phase and provide written assessment of existing conditions, to Review the Architects Design Documents at the 75°.o complete Design Development and 75% Construction Document Phases for compliance with TAS, and to provide a pre substantial completion Site review of the construction site with written comments at each stage. These are additional services at architect's cost with a 1.1 multiplier, The same reviewer will be employed to review the completed construction documents and make the state mandated inspections at the conclusion of construction as allowed by Texas law. 5. The architect agrees to incorporate and include data and communication requirements as specified by the Owner's separate or in house consultants, but makes no wartanty as to the completeness or appropriateness of the requirements or sped Citations provided by the Owner for their intended purposes. W e appreciate [he opportunity to work with the City of Denton on the expansion of the South Branch Library. Regards, Holly Hall Vice President Attachment Booziafis & Company Architects 2400A Empire Central Dallas, Texas 75235 214.350.5051 bca @booziotis.com Fax 214.350.5849 Exhibit B City of Denton South Branch Library Booziotis & Company Architects Additional Services Hourly Billing Rate Table Bill C. Booziotis, FAIR $275.00 Holly S. Hall, AIA $150.00 Aaron L. Farmer, AIA $150.00 Specification Writer $135.00 Project Manager $115.00 Senior Architect $100.00 Architect $80.00 Interior Designer $80.00 Intern I $75.00 Intern II $70.00 Intern lII $65.00 Administrative $55.00