2003-303FILE REFERENCE FORM ] 2003-303
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Change Order One
Change Order Two - Ordinance No. 2004-144 05/04/04
ORDNANCE NO.
AN ORDINANCE AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE
A PROFESSIONAL SERVICES AGREEMENT WITH THE FIRM OF BOOZIOTIS &
COMPANY ARCHITECTS TO PROVIDE ARCHITECTURAL SERVICES FOR THE
RENOVATION OF THE CIVIC CENTER AND EMILY FOWLER LIBRARY; AUTHORIZING
THE EXPENDITURE OF FUNDS THEREFORE; AND PROVIDING AN EFFECTIVE DATE
(RFSP 3030 -IN THE AMOUNT OF $184,190).
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 in compliance with Chapter 2254 of the
Texas Government Code, known as the "Professional Services Procurement Act"; and
WHEREAS, The fees trader the proposed contract are 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 COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The findings and recitations conta'med in the preamble of this ordinance are
incorporated herein by reference.
SECTION 2. The City Manager or his designee, is hereby authorized to enter into a
professional service agreement with the Provider, Booziotis & Company Architects, to provide
architectural services for the renovation of the Civic Center and Emily Fowler Library in
substantially the same form as the professional services agreement which is attached hereto and
incorporated herein by reference (the "Agreement").
SECTION 3. The City Manager or his designee is authorized to expend the funds set forth in
the Agreement.
SECTION 4. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the / ~'~ dayof ~~, 2003.
EULINE BROCK, MAYOR
S:\Our Documents\Ordinances\03~Booziotis- PSA 3030.doc
ATTEST:
JENN~ER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
BY: "~~~ ~
Page 2
PROFESSIONAL SERVICES AGREEMENT
FOR ARCHITECT OR ENGINEER
THIS AGREEMENT is made and entered into as of the 16th day of September, 2003, 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 Booziotis &
Company Architects, with its corporate office at 2400 A Empire Central Drive, Dallas, Texas 75235-
4398 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 Request for Proposal 3030, 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)
Afehitecti~hl ~erviC6s for the r~n6/,~ti6n 6fthe Defifon CiVic' C6n/er and gi~i'iy i~0wie~ Library
including schematic design, design development, construction documents, construction contract
procurement, administration of construction contract and construction phase as defined in the General
Conditions (the '~Basic Services") and such additional services as may be authorized by the Owner.
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 $ 184,190.00
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:
Schematic Design Phase
Design and Development Phase
Construction Documents Phase
Bidding Phase
Construction Phase
30%
50%
65%
75%
100%
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2.2 ADDITIONAL SERVICES
2.2.1 Compensation for additional services authorized by Owner shall be in accordance with the
hourly billing rate as set forth in Attachment B or at the fixed fee rate for site visits as provided in
Attachment A, at the option of the Owner.
2.3 REIMBURSABLE EXPENSES Reimbursable Expenses shall be a multiple of 1.I 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 but not to exceed a total of $23,300.00 without
the prior written approval of the Owner. The dollar amount for the Reimbursable Expenses has been
included in the total contract amount of $184,190.00.
ARTICLE I
INSURANCE
During the performance of the services under this Agreement, CONSULTANT shall maintain
the following insurance with an insurance company hcensed to do business in the State of Texas by the
State Insurance Commission or any successor agency that has a rating with Best Rate Carders of at
least an A- or above:
Comprehensive'General' Liability I~sm:aiiC~ With b'odily injury lirniis of not l~s~-~ah ~500,000
for each occurrence and not less than $500,000 in the aggregate, and with property damage
limits of not less than $100,000 for each occurrence and not less than $100,000 in the
aggregate.
Automobile Liabihty Insurance with bodily injury 1 imits o f not 1 ess than $ 500,000 for e ach
person and not less than $500,000 for each accident, and with property damage limits of not
less than $100,000 for each accident.
Worker's Compensation Insurance in accordance with statutory requirements, and Employers'
Liability Insurance with limits of not less than $100,000 for each accident.
D. Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate.
Thc CONSULTANT shall furnish insurance certificates or insurance policies at the OWNER's
request to evidence such coverages. The insurance policies shall name the OWNER as an
additional insured on all such policies, and shall contain a provision that such insurance shall
not be canceled or modified without thirty (30) days' prior written notice to OWNER and
CONSULTANT. In such event, the CONSULTANT shall, prior to the effective date of the
change or cancellation, serve substitute policies furnishing the same coverage.
S:¥rch\Conlzacts Documentsx3030 PSA Revised 9-5-03.DOC
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ARTICLE H
ARBITRATION AND ALTERNATE DISPUTE RESOLUTION
The parties may agree to settle any disputes under this Agreement by submitting the dispute to
arbitration or other means of alternate dispute resolution, such as mediation. No arbitration or alternate
dispute resolution arising out of or relating to this Agreement, involving one party's disagreement, may
include the other party to the disagreement without the other's approval.
ARTICLE HI
TERMINATION OF AGREEMENT
Notwithstanding any other provision of this Agreement, either party may terminate by giving
thirty (30) days' advance written notice to the other party.
This Agreement may be terminated in whole or in part in the event of either party substantially
failing to fulfill its obligations under this Agreement. N o such termination will b e affected
unless the other party is given (1) written notice (delivered by certified mail, return receipt
requested) of intent to terminate and setting forth the reasons specifying the non-performance,
and not less than thirty (30) calendar days to cure the failure; and (2) an opportunity for
consultation with the terminating party prior to termination.
If the Agreement is terminated prior to completion of the services to be provided hereunder,
CONSULTANT shall immediately cease all sendces and shall render a final bill for services to
the OWNER -within-thirty (30)-days after'the dat~' oT t~-rffffn-a~ff0n.' 'TIS~'-OWNER-'~likll pay'
CONSULTANT for all services properly rendered and satisfactorily performed and for
reimbursable expenses to termination incurred prior to the date of termination, in accordance
with Article V "Compensation." Should the OWNER subsequently contract with a new
consultant for the continuation of services on the Project, CONSULTANT shall cooperate in
providing information. The CONSULTANT shall mm over all documents prepared or
furnished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date
of termination, but may maintain copies of such documents for its use.
ARTICLE IV
RESPONSIBILITY FOR CLAIMS AND LIABILITIES
Approval by the OWNER shall not constitute, nor be deemed a release of the responsibility and
liability of the CONSULTANT, 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 CONSULTANT, its employees, subcontractors, agents, and consultants.
S:\pmh\Contraets DoeumentsX3030 PSA Revised 9-$-03,DOC
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ARTICLE V
NOTICES
All notices, communications, and reports required or permitted under this Agreement shall be
personally delivered or mailed to the respective parties by depositing same in the United States mail to
the address shown below, certified mail, return receipt requested, unless otherwise specified herein.
Mailed notices shall be deemed communicated as of three (3) days' mailing:
S:~prch\Con~acts Documents',3030 PSA Revised 9-$-03.DOC
Page 4
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. Request for Proposal 3030
3. The Design Professional's Proposal-Attachment A
4. The Design Professional's Billing Rate Table-Attachment B
This Agreement is signed by the parties hereto effective as of the date first above written.
ATTEST:
JENNIFER WALTERS, CI'I]Y SECRETARY
APPROVED AS TO LEGAL/FORM:
BY:
WITNESS:
S:\prch\Contraets Documentsk3030 PSA R~vised 9-54)3.DOC
CITY OF DENTON
BOOZIOTIS & COMPANY ARCHITECTS
Title:
Page 5
ATTACHMENT A
MATERIALS MANAGEMENT DIVISION o 90lB TEXAS STREET · DENTON, TEXAS 76201
940.349.7100 · DFW METRO 817.267.0042 · FAX 940.349.7302
City of Denton
Architectural Services for Renovation of Civic Center and Emily Fowler Library
August 21, 2003
Final Offer
Total Project Budget estimated at $2,050,000,Construction Budget of $1,750,000.00.
Total Architectural Fee
$184,190.00
B_asic Design.for Library .
Basic Design for Civic Center
Sub-total
$ 98,000.00
$ 47,250.00
$145,250.00
(8.3% of 1,750,000.00)
Additional Services not Design
Allowance/Reimbursable
Total Contract
$ 15,740.00
Alternate (if funding available) for Design of $3,000,000.00
($16,875.00)
$ 23,200.00
$184,19o.oo (8.9% of $2,050,000.00) total project budget
Approximately $80,000 set aside for other Owner expenses
including but not limited to:
O-Nell Ford office
Geotechnical Lab
Testing Lab
Asbestos survey and potential abatement costs
Fees and permits
Overall Project Contingencies
Other Owner expenses
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Note: these two allowances totaling $300,000 were used to generate a construction budget of
$I, 750,000 to be used as the basis of this proposal. These numbers can and will vary as the fee
proposal is developed.
Construction Budget and Contingency assumed at $1,750,000
The following fee chart is based upon these assumptions. If the construction budget/scope is adjusted
more than 5%from the $1.75 M estimate prior to the beginning of the Design Development phase, the
fee will be adjusted at 7% of the variance.
Assumes total needs list to equal approximately $3,000,000
Construction/Furnishings Dollars with detailed estimate for each line item.
Furniture location, types, quantities and budgets included in this work
$16,875.00
(Contingent on
additional funds)
Description of Work or Phase I Basic
Development of a Master Plan
A menu of design options, developed to schematic design level
Programming Meetings/Interviews with key stakeholders. Assume 4 ~ $450.00 [ $1,800.00
Design Phases
~sic Servi¥~ha~'~t ftpon'gi3YobfC6xisf~cti6~ C6~t, inclusive of all ixecessar~ gi~uctural,
Mechanical, Electrical, Plumbing and Fire Protection $145,250.00
Schematic Design Basic Services per AIA standard
Includes 30%, 50%, 75% and 100% progress meetings in Denton
Special Services during SD phase
City of Denton Facilities Department Meetings $1,800.00
4 ~ $450.00. Provides for meetings/working sessions between City of Denton
Facilities and Technical Consultants
Construction Schedule $1,250.00
Develop and Set Construction Budget - professional estimating required for $2,750.00
Detailed Est'unate
Design Development Phase per AIA standard
Includes 30%, 50%, 75% and 100% progress meetings in Denton
Additional Meetings during DD phase
City of Denton Facilities Department Meetings $1,440.00
4 meetings
Revise Schedule and Budget $1,500. O0
Construction Document Phase per AIA standard includes 50%, 75% and 100%
progress meefmgs. ADA/TAS approval prior to bid award.
Additional Meetings during CD phase
Special Review and Approval Meetings at end of Phase $2,700. O0
6 meetings ~ $450.00 ea.
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Adjust Proj eot Schedule and Estimate $2,500. O0
Bidding Phase Basic Services
Construction Phase
Includes monthly Owners meeting and Weekly construction meeting at site.
Architect to manage Owners meeting, take notes, Contractor to moderate, take and
distribute notes at construction meeting. Architect will produce field report at each
site visit, and handle all routine construction forms and processes including but not
limited to shop drawings, rtl's, closeout documents, etc. ADA/TAS inspection at
substantial completion.
Subtotal Basic Services $145,250.00
Subtotal Additional Services $15, 740. O0
Thc following Additional Services may be required, but assumptions of scope and
cost have been made in areas where a reasonable assessment can be made. An
allowance or contingency for additional meetings or other consultants is identified
below.
Civil TBD
Landscape Fees and Construction Costs are Parks Department expense and not NIC
included in this proposal.
IT Allowance for Coordination $2,000.00
Security Allowance for Coordination $2,000.00
AV NIC
A~oust_i_cian, a_llow .................................... $3,fl00~00
ADA/TAS
During Design Phases $2,500.00
Architects management and coordination and Accessibility Consultant for
Programming Phase Review and design Development Phase Review, with a final
pre-submission review at approximately 85% complete Construction Documents
Inspections during construction with Accessibility Consultants, final TAS inspection $1,500.00
at punch list
State Energy Approvals $1500.00
Completion of Furniture/Design Selection Included in Basic Services
Based on Furniture Acquisition from pre-negotiated vendors assuming Furniture cost
remains in project budget
Post Construction Services
Warranty Review 2 meetings/onsite reviews ~ $450.00 5900.00
Allowance for Reimbursable 7% Fee Cost $9,800.00
Actual x 1.1 with receipts
Subtotal Allowances CAPPED
$2&200.00
SUMMARY
Subtotal Basic Services $145,250.00
Subtotal Additional Services $15,740.00
Subtotal Fee Allowances Including reimbursable expenses $23,200.00
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Project Grand Total
Fees/Allowances/Reimbursables $184,190. O0
Other Services
Additional Meetings above and beyond those identified above $450.00 per site visit or
meeting, or hourly at Owner's
option
Note 1: Services ofProfessionalEstimator requiredifContractrequiresredesign at Architect's
Expense.
Note 2: Bill Booziotis will attend City Council meetings related to Architects contract discussions and
Construction Contract discussions. Additionally, Mr. Booziotis will attend two meetings with the
Library Board or Community Groups
Note 3: Architect agrees to use S Toub & Associates, presuming fees do not exceed industry standard
fees.
Note 4: Operations and Maintenance Cost calculations as part of design are not included per City of
Denton representatives
Note 5: Adjustments to scope and budget will result in a 7% fee for those amounts exceeding the
original $1,750,000 assumed construction cost limitation.
Allowances:
Architects allowance for coordination of IT and Security-no charge
· Acoustician and/or Accessibility Consultant at Architect's cost x 1.1
· Architect's allowance for participation in additional TAS reviews and inspection and State
energy review-no charge.
· Other consultants determined to be required, such as Civil Engineer, or other specialized
consultant, at Architect's cost x 1.1
Reimbursable allowance shall be subject to the following conditions: Architect's obligation to
the City of Denton shall not exceed two record copies of each progress review and three record
copies at the end of each design phase. Architect will supply three record copies and original
reproducible copy to be placed at a local reproduction house at the end of the construction
document 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 construction set. Also, the architect will supply a CD in CAD format of as
built.
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Contract Clarifications:
At this fee, Architect shall provide a single set of bid docuraents, including additive or deductive
alternates designed to generate a final bid that is equal to or less than the Owner's Construction
Cost Limitation, for a single bid phase, and for a single construction management phase
(concurrent construction contract for both project buildings) not to exceed ten months in
duration.
Architect agrees to contract language to extend ownership of documents to the City of Denton
subject to the following conditions: Architect cannot guarantee that consultants will be willing to
agree to this clause, but will extend the industry cusiomary license to 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 and design details developed for the exclusive use of the project. Architect does not agree
to convey Ownership of standard or typical details developed in house used in other or similar
projects, or those obtained by license f~om outside sources and publications.
Architect agrees to use S Toub & Associates, Inc. for the Mechanical Electrical Plumbing
portion of the project work with the following conditions: S Toub carries professional errors and
omissions insurance in mounts equal to that carded by the Architect, and if S Toub &
Associates' proposed fee and services do not exceed industry standard fees.
Arc-hiiect's 0t~llgatifn £o provide writteh do~um~n~atio~ ~xom th~ St~t~ 0fTexas red,dog' ~e
accessibility requirements shall be satisfied by the employment of an Independent Contract
Provider, licensed to 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%
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 as
noted above. 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.
The architect agrees to incorporate and include IT and security system designs from the Owner's
separate or in-house consultants, per the City of Denton requirement. The fee for coordination
does not alter this agreement in any way.
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ATTACHMENT B
Booziotis & Company Architects
Billing Rate Table
Bill C. Booziotis, FAIA $275
Holly S. Hall, AIA $135
Aaron L. Farmer, AIA $135
Donald W. Roberts, AIA $125
Thomas Powell, AIA $110
Jess Galloway, AIA $110
Ronald Gordon $ 90
Larry Paschall $ 80
-MatthewCrummey, AIA $ 75
Lois McGinnis $ 75
Joe Riley $ 75
Yvette Jan/is $ 75
Maria Nadeau $ 70
Charlotte Johnson $ 70
David Lewis $ 65
Mary Gunn $ 60
Jo Schoonover $ 60
Debra Robinson $ 50
Vincelee Stevens $ 50
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CITY OF DENTON
GENERAL CONDITIONS
TO
AGREEMENT FOR ARcItfl]ECTURAL OR ENGINEERING SERVICES
ARTICLE 1. ARCIiII~CT OR ENGINEER'S E.ESPONSIBILrrlES
1.1 The Architect or Engineer's services consist of [toss servicas for the Project (as defined in the agreement (the "Agreement") and proposal (the "Proposal") to wkich these
General Conditions are attached) performed by the Architect or Engineer (hereinai~r called the "Design Professional") or Design Professional's employees and consultants as
enumerated in Ardcles 2 and 3 of these General Conditions as modified by the Agreement and Proposal (the "S~rvines").
1.2 Tho Design Professional will perform all Services as an indopeadent contractor tu the prevailing professional standards consistent with tha level of cam and skill ordinaffiy
exercised by raemb~rs of the same profession currently practicing in the same locality under sirrfilar conditions, including reasonable, informed judgments and prompt timely
actions (the "Dcgsee of Care'~. The Sva, ines shall ha performed as expeditiously as is consistent with the Degree of Care necessary for the erderly progscas of the Project.
Upon request of [te Owner, the Design Professional shall submit for the Owner's approval a schedule for the performance of the Services w}dch 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 submissions by authorities having jmisdiction over the Project.
Tin~ limits established by this ~chedale and approved by the Owner shall not, except for reasonable cause, be exceeded by the Design Professkmal or Owner, and any
adjusimonts to this schedule shall be mutually acceptable to both parties.
ARTICLE 2 SCOPE OF BASIC SERVICES
2.1 BASIC SERVICES DEFINF~ The Design Professional's Basic Sc~vices consist of [tose descEned in Sections 2.2 through 2.6 of these General Conditions and include
without hmitation normal structural, civil, nmchaninal and electrical engineering services md any other engineering services necessary to produce a complete and accemte set of
Constmclion Dccumcets, as desen~ed by and required in Scction 2.4. The Basic Services may be modifind by tha Agreement.
2.2 SCHEMATIC DESIGN PHASE
2.2.1 The Design Professional, in consultation with the Owner, shall develop a written program for the Project to ascemin Owner's needs and to establish the
requirements for [te Project.
2.2.2 The Design Profeasional shall provide a pmllminaty evaluation of the Ovm~r's program, construction schedule and constmcfinn budget requirements, each in
terms of the other, subject to the limitations set for[h in Subsec~don 5.2.1.
2.23 The De.sign Profesdonal shall review with the Owner alternative approach~ to design and ceasinlction of the Project.
2.2.4 Based on the lnutually agseed,upon program, schedule and conshu~on budget requirements, the Design Professional shall pmpale, for approval by the Owner,
Schematic Design Documents consisting of drawings and other documents illustrating the scale and rehfinushlp of Project components. The Schematic Design shall
contemplate compliance with all applicable laws, statutes, ordinances, cedes and mgulafinns.
2.2~ Th~ Design Professional shall submit to the Owner a proliminmy detailed estimate of Consiruclion Cost based on ann'ont area, volume or other unit cests and
which indicates the ¢ est o f ¢ ach c ategn~ o f work involved in c onsimcfing the P reject and e si~blishes an e lalXsed time factor for the pedod o f tln~ from the
conm~ncement to the completion of ceush-uction.
2.3 DESIGN DEVELOPMENT PHASE
2.3.1 Based on the approved Schematic Design Documents and any adjustments authorized by tho Owner in tho program, schedule or contsmcfion budget, llm Design
Professional shall prepare for approval by the Owner, Design Development Docum~ts consisting of drawings and other documents to fix and desc~'oe thc size and
character of the Project as to architectural, structural, mech~nicai and clcc~cal s~tems, rmte~ais and such other elements as may be at,~,,,4,,iate, which shell comply
with all applicable laws, statutes, ordinmces, cedes and regulations. Nptwithstsnding Owncr's approval of the documents, Design Profasaional represents that the
Documents and specifications will be sufficient md adequate to fulfill the pu~pcees of the Projcct.
2.3.2 The Design Profeasional shall advise thc evener of any adj~ts to the preliminary estimate of Coustmcfinn Cost in a further Detailed Statement as deacn'ced
in Section 2.2.5.
2.4 CONSTRUCTION D~ PHASE
2.4.1 B~scd on file approved Design Development Doanmcnts and rely fl~l~r edjus~anonts la the scope or quality of the Project or in the cons~uclion budget
authorized by the Owner, the Design Professional shall prepare, for approval by the Owner, Comtmotinn Documents consisting of Drawings and Spceificalions se~dng
forth la de~il ~equirements for the construction of the Project, which shall comply with all applicable laws, statutes, ordinances, codes and regnlaligns.
2.4.2 The Design Professional shall assist thc Owner in the laeparafinn of the necessary bidding or procurement information, bidding or precor forms, the
Conditions of tim contract, and the form of Agreement between the Owner and contractor.
2.4.3 The Design Profe, ssional shaI1 edvise the Owner of any adjustments to provioce preliminary astlmates of Construction Cost indicamd by chmges fu mqdirem~nts
or general market conditi~ms.
2.4.4 The Design Professional shall assist [te Owner in conneffdon with the Om*rs responsibihty for filing docurnmts m:lalred for the approval of gnvea'amenml
2~ CONSTUCTION CONTRACT PROCIJREM~.aNT
2&l The Design Professional, following the Owners approval of the Constmedon Documents and of the htest prelim/nary &teiled astin~te of Const~uclion Cost,
shall assist the Owner in procuring a cougauedon con~act f~r the Project through any procurement method that is legally applicable to the Project including without
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S :~pr ch\blanhak~rchitect-Bngincer GENERAL CONDITIONS.doc l~vised 5-30-02
limitation, the compedi~ve sealed bidd/ng pmcees. Although the O~vncr will consider the advice of the Design Professional, the award of the construction contract is in
tha sol~ discretion of the Owner.
2.6 CONSTRUCTION pHASE- ADMINISTRATION OF'I1:iE CONSTRUCTION CONTRACT
2.6.1 The Desi~ Professional's rcspons~illty to provide Basic Sel~ices for the ConsUuction Phase under this Agreement cormT~nCes with the award of the Contract
for Construction and terminates at ~e issuence to the Owner of the final Cel~flcate for Payment, unless e~'~ded under fha terms of Subsection 8.3.2.
2.6.2 The D~ign Professional shall provide detailed administration of the Contract for Construction ss set forth bohiw. For d~aign professionalss the administration
shall also be in accordauc¢ with AIA deem'rarer A201, General Conditions of tho CenWact for Construction, current as of the date of the Agl'eem~t as r~y be
amended by the City of Denton spoeial conditions, unless otherwise provided in the Agr~cwnent. For engineers the administration shall also be in accordence with tha
Standant Specifications for Public Works Construction by the North Central Tex~ Council of Govemne~ts, curcent as of the date of the Agmenent, unless otherwise
provided in the Agreement.
2.6.3 Construction Phase duties, responsibilities and limitations of authori~ of the De. sign Profcesional shall not be restricted, modified or extendad without written
agre~m~t of the Owner end 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 Owners dircc~on from
time to time during the colrection, or warranty period desutihad ~n the Conlrsut for Consfruction. The Design Profcsaion~ shall have authority to act on behalf of the
Owner only to the extent provided in the Agreement end these General Conditions, unless olimrwise raodifi~d by written instmmcn~
2.6.5 The Design Professional shall observe the construction site at least one time a week, while constructien is in progress, and as reasonably necessary while
construction is not in progress, to beconm thmilisr with the proBress and quality of the work completed and to dete,,l.;.le if the work is being perforrmd in a marauer
indicating that the work when completed will bc in accoMence with the Con, ct Docum~ts. Design Professional shall provide Owner a written repor~ subsequent to
each on-site visit. On thc basis of on-site observ~ons the Design Professional shall keep the Owner informed of thc progress end quality of the work, and shall
exercise the Degree of Care and diligence hi discovering end promptly ~porfing to the Owner any observable defects or deficiencies in the work of Cou~actor or any
subcontractors. The Design Professional rcpresonts thathewilifollowDegme of Careinperformmgall Services under theAgseement The DcsignProfessionalshaI1
promptly correct eny defective designs or specifications furnished by the Design Professional at no cost to the Owner. The Owner's approval, acceptance, use of or
payment for ail or eny part of the Design Professional's Sendces hereunder or of the Project itself shall in no way eiter the Design Professinnai's obligations or the
Own~s tights hereunder.
2.&6 The Design Professional shall not have control.over or charge _of and shall not bc responsible for construction me,ms, methods, techniques, sequences or
procedures, or for safety precautions mud progams hi coralect~on with the work. The Design Professional shall not bc responsl~ole for the Contractors schedule~ or
failure to can~ out the work in accordence with the Contract Documents except insofar es such failure nmy result from Design Prof~ssional's negligent acts or omis-
sions. Tho Design Professional shall not have control over or chaise of acts or omissions of the Contractor, SubconUactors, or their agents or employees, or of eny
other persons pcrfu,~&~g portions of the work.
2.6.7 Tho Design PrefessionsI shall at ali times have access to the work wherever it is in preparation or pmgess.
2.6.8 Except as n~y otherwise he provided th the Contract Documents or when direct co~utumicathins have been specially authorized, the Owner and Contractor
shall communicate through thc Design Professional. Conummications by and with the Design Professional's consultants shall be through the l~sign Professional.
2.6.9 Based on the Design Profeasional's obscl~ratitms at the site of the work ~d evaiual~ons of the Contractor's Applications for Payment, the Design Profcssional
shall review and certify thc smouats due the Contractor.
2.6.10 The Design Profcsalona?s onttification for payment shall constitute a representation to the Owner, hesed ou tha Design Professional's observations at the site as
provided in Subsection 2.6.5 end on the data comprising thc Contmctoffs Application for Payrmmt, that the work has progressed to the point indicated and that thc
quality of the Work is th accordance with the Cc~trant Documents. The foregoing mpmsentetinns am subject to minor deviations from the Contract Documents cor-
rectable prior to completion end to specific qualifications expressed by the Design Professional. The issuance of a Certificate for Payment shall fu~har constitete a
,~,~entation that the Contractor is cntillod to payment in the amount cerfifie~ However, the issuance of a Certificate for Paymcm shall not be a representation that
thc Design Professional has (1) reviewed conslmction mem~, methods, teshnlques, sequences or procedures, or (2) ascertained how or for what purpose the Contractor
has used money previously paid on a~count of the Contract Sum
2.6.11 The Design Professional shall have the rcsponefcillty end authority to reject work which does not conform to the Contract Documeuts. Whenorcr the Design
Profeesiouei considem it neceessry 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, whather or not such Work is fabricated, installed or
completed. Hnwover, neither th/s authority of thc Design Professional nor a decision made in good faith either to e~ or not ey.e~ise such authority shall give tisc
to a duty or responm~odity of the Design Professional to the Contractor, Subcontmotor% material and equipment suppliers, their agents or m~phiyces or othg ~ersons
perforrmng portions of the work.
2.&12 The Design Professional shall renew and ~prove or take other approptlate action upon Contractor's submittals such es Shop Drawings, Product Data and
San~oles for the propose of (1) d¢~rrnining con~lisnce with applicable laws, statotcs, ordinances end cedes; end (2) dete,,,,/~;ng whether or not the work, when
coropl~ted, will be in compliance with the requirgmonts of the Contract Documents. The Design Professional shall act with such m~sonable promptness to cause no
delay in the work or th the constmcllon of the Owner or of separate contractors, while allowing sufl~eient time in the Design Pmthssionai's profeasional judgment to
permit adequate review. Review of such submll~als is uot conducted for the purpose of deter aai,~ng the accurany end completeness of other deiaiis such as dimensions
and quantifies or for suhatmlhatthg in~tmctions for thstallafion or performance of equipment or systems designed by the Contractor, all of which mmath the
responst~ofllty of tha Contractor to the e0ttent required by the Contract Documents. The Design Profcssionefs revlew shall not constitute approval of safety precautions
or, unless othe~t2c specifically stated by the Design Professinnal, of constmodon mcaus, methods, techniques, sequences or procedures. The Design Professiomfl%
approval ef a specdic/tom shall not thdlcate ,~,~o~ral of en assembly of which the item is a component. Whan professional cerfificadon of p~rformencc characteristics
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of ra~terials, systems or equipment is required by tho Con~act Documents, the Design Professional shall be entitled to rely upon such c~ifification to establish that the
mateHais, systerm or equipment will m~t the pcrform~ce criteria required by the Contract Documents.
2.6.13 Thc D~sign Professional shall prepare Change Orders and Construction Ch~ngn Diteedves, with suppoxfing documentation and data if deemed necessa~, by
tho Design Professional ss provided in Subsections 3,1.1 a~d 3.3.3. for the Owncr's ~proval and execution in accordance with the Cc~llraot Documents, and may
authorize minor changes in the work not involving an adjustment in the Conlract Sum or an extension of the Con~'act Time which a~ not inconsistent with the intent
of the Contract Documents.
2.6,14 On behalf of the Owner, the Design Prothssional shall conduct inspections to de~mine the dates of Substenfial Completion and Final Completion, and if
requested by the Owner shall issue Ce~fficates of Substantial and Final Completion. The Design Professional will receive and review written guarantees ~nd related
documents required by the Conlract for Construction to be assembled by the Conmmtor and shall issue a final certificate for Paym~t upon compliance with the
requirements of the Contract Documents.
2.6.15 The Design Profezsional shall interpret and provide recommendations en matters concerning performance of the Owner md Conteactor under the requimuents
2.6.16 Interpretstions and decisions of the Design Pmfezsional shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall
be th writing or th the form of drawings. When maldng such int~pretations and initial decisions, the Design Profeszional shall endeavor to secure faithful performmce
by both Owner and Contractor, and shall not be liable for results or intv, p~vtstions or decisions so rendered in goad faith in accordance with all the provisions of this
Agro~raent md in the absence ofnegligence.
2.6.17 The Design Professional shall render written d~isinns within a re.enable time on all claims, disputes or other matters in question betv~en thc Owner and
Con~aotor relaffug to the execution or progress of the work as provided in the Conlract Documents.
~.6.18 The Design Professional (1) shall render services under the Agreement in accolxtance with the I~gree of Car~; (2) will re/mbu~e the Ovaler for ali damagn~
cau~ by the defective designs the Design Professional prupares; aud (3) by acknowledging payment by the Owner of any fees due, shall not be ralessed from any
rights the Owner may have under the Agreerneut or diminish ~my of the Design Professional's obligations thereunder.
2.6.19 The Design Professional shall provide thc Owner with four sets of repmdum'ble pimts showing all significant ch~a~ges to the Construction Documents during
the Construction Phase.
ARTICLE 3 ADDITIONAL SERVICES
3.1.1 The services de, scn~ed in this Article 3 are not ~ncluded in Basic Services unless so identified in the Agreemmt 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 descn"ce d under Sections 3 2 and 3.4 shall only be provided if
authorized or confirmed th writing by the Owns'. If sewines described under Contingent Additioml S~vices in Section 3.3 are requi~d due to circumstsnces beyond
thc Design Professional's control, thc Design Professional shall notify the Owner in w/ting and shall not corm~nce such additinaal se~,ices untlI it ~ceives v~tten
approval from the Owner th proceed. If thc Owner hidicates in vaiting that all or part of such Contingent Additional Services are not required, the Design Professional
shall have no obligation to provide those sen, ices. Owner will be responm~ole for compensating the Design Professional for Contingent Additional Sen, ices only if
they ~e not lequired due to the negligonc,~ or fault of Design Professional.
3,2 PROJECT REPRESENTATION BEYOND BASIC SERVICES
3.2.1 If more extensive representation at the site than is descn~oed in Subsectlon 2.6.$ is required, the Design Profe~imal s hall provide one or more Project
Representatives to assist in e,/~/ying out such additional on-~lle respons~ilities.
3.2.2 Project Repm~mtatives shall be selected, employed and disected by the Design Profeesioual, md the D~ign Professional shall bc compemated therefor as
agn~ed by the Owner md Design Professional.
3,3 CONTINGENT ADDITIONAL SERVICES
3.3.1 Malting material revisions in Drawings, Specifications or other documents when such ravisiom are:
I. inconsistent with approvals or instructions previously g/yen by the Owner, including revisions made necessaly by adjus/aments in thc Ownet's
program or Project budget;
2. required by the enactrnant or revision of codes, laws or r~gnlations subsequent to the prelam~ of such dccuments, or
3. due to changes required as a result of the Owner's finlure to render derision in a timely manner.
3.3.2 Providing s~wices requked because of significant changes in the Project including but not limited to, size, quality, comple~dty, or the Owners schedule, ~xcspt
for services required under Subsection 2.5.2.
3.3.3 Preparing Drawings. Specifications and other documemation and supporting data, and providing other sa'vices in connacli~ with C'hznge Orda's and
Construction Changn Directives.
3.3.4 Providing cna.~hation conca'ning ruplacem~nt of~rk d~g~ by ~ ~ o~ ~se d~g c~c~, md ~g s~ m~d ~ ~c~ ~
· ~ ~t ofm~ ~
3~ ~d~g s~c~ ~c n~s~ by ~e d~lt of ~e C~r, by ~j~ d~ ~ d~i~ ~ ~e ~k of ~e C~, ~ by ~ of p~co
of~ ~ ~ ~ C~ ~d~ ~ C~t f~ ~s~ed~.
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3.3.6 Provid/ng services in evaluating au extensive number of claims submitted by the Contractor or others in connect/on with the work.
3.3.7 Providing se~iees in connection with a public hear~g, arbitra~on proceeding or lagal proceec~ng except where the Design Prof~sional is party thereto.
33.8 Providing services in addition to those required by Article 2 for preparing documents for alternate, separate or sequential bids or providing services in conuection
with bidding or construction prior to the completion of thc Construction Documents Phase.
3.3.9 Notwithstanding auythLug contained in the Agreement, Proposal or these General Conditions to the contrary, all serv/ces described in this Article 3 that
caused or necessitated in whole or in par~ due to the negl/gent act or omiss/on 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 comp~sat/on due the Design Professional for the Basic Services. '[he
intervening or eoncmrent negligence of the Owner shall not 1/m/t the Design Professional's obliga'dons under this Subsection 3.3.9.
3.4 OPTIONAL ADDITIONAL SERVICES
3.4.1 Providing financial feasibility or other special studies.
3.4.2 Providing planning surveys, ~ite e'~,aluations or con~arafive ~udies of prospective ~t~.
3A.3 Providing spccial surveys, ~vironmental studies aad ~ubmlsslons required for approvals of governmental a~hofities or other~ havlng jurisdiction over the
Project.
3.4.4 Providing se~ices relativc to future la,lifts, systems and equipment~
3.4.5 Providing se~ice~ to investigate e~sfing c~ndit/or~ ~r facilities or to make measured drawings thereof.
3.4.6 Providing services to v~/fy thc accuracy of drawings or other informafico furnished by the Ovater.
3.4.7 Provid/ng coordination of construction perfonued by separate c~mtractors or by the Owner's own forces and coordination of senices required in cormection with
construction perforened and equipment supplied by the Owner.
3,4.8 Providing detailed qu~tity surveys or inventories of material, equipment and labor.
3.4.9 Providing analyses of opera, rig ~nd w~/nt~nmc¢ costs.
3.4.10 Making inve,~iga~ons, invontofies of tint,rials or equipment, or valuations and detailed appraisals of e~dsling faeililies.
3A.12 Providing assis~mce in ~ae utilization of equipment or sy~ms such as tes~g, adjusting and balancing, p~paration of op~afion and ma~tenmce manuals,
m~ining persormel for operation and maintenmce and consultation dung opera~on~
3.4.13 Prey/ding interior dedgn and similar sen6ce~ required for or in connection with the select/on, prccurem~t or inst~ation of furniture, fum/shings mad related
equipment
3.4.14 Providing services other than ss provided in Section 2.6A, a0er issuance to the Owner of the ~axal Ce~ificate for Payment and expiration of the Warranty
period of tho Contract for Construction.
3.4.15 Providing services of consultants for othe~ th~ architectural, civil, s~cttwal, mechanical and electrical eugineedng persons of the Project provided a~ a paxt of
Basic Services.
3.4.16 Providing any other services not otherwise included in this Agreement or not customaxily furnished in accordance with generally accepted amhitectural
practice.
3.4.17 Pm'paring a set of reproduc~le record drawings in addition to those required by Subsection 2.6.19, showing significant changes in the work made during con-
struction based on rcarked-up prints, drawings and other data furnished by the Contractor to the Design Professional.
3.4.18 Notwitl~tanding ~nything contained in the Agreement, Proposal or these Geaetal Condit/ons to the contrary, all services descn~oed/n th/s Axticle 3 that are
caused or necess/tated in whole or in part due t~/he negligent act or om/ssion of the Design Professional shall be performed by the Des/in Professional as a part of the
Basic Services under the Agreement with no additional corr~pensation above and beyond the compensation due the Design Profess/onal for the Basic Services. The
intervening or concurrent negl/gence of the Owner shall not limit the Design Professional's obl/gafions under this Subsection 3.43 8.
ARTICLE 4 OWNER'S R~SPONSIBILII'g~S
4.1 The Owner shall consult with the Design Professional regarding requirements for the Project, including (1) the Owners object/ves, (2) schedule and design
constraints and crlteri~ including space requirements mad reht/onships, flem'bility, expeadabfllty, special equ~nent, systems and site requimuents, ss more speci-
fically deam'bed in Subsection 231.1.
4.2 The Owner shall establish md update an overall budget for the Project, including tho Cor~imction Cost, the Owners other costs md reasonable contingencies
related to all of these costs.
43 If requested by the Design Professional, the Owner shall furnish evidence fltat fm~cial anangements have been made to fulfill the Owners obligations under this
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4.4 Tan Owner shall designate a r~l~eseatative authorized to act on the Owae~'s behalf with ~pect to the Project. The ~vn~r or such authorized rapresentative shall
render decisions in a ~naly n~nonr per~ining to documents submlt~d by the Design Professional i9 order to avoid um'easonable delay in the orderly and sequential
progress of the Design Professional's services.
4.5 Where applicable, the C~vaer shall furnish surveys describing physical abaractedstins, legal limitations and utility locations for the ~ite of the Project, and a written
legal description of the site. T~e surveys arid legal information shall include, ~s applieshla, grades and lines of s~ts, alleys, pavements and adjoinLng proper~y and
st~ucinros; adjacent drainage; rights-of-way, ~es~intinos, easements, enoroaeinnents, zoning, deed zes~ictions, boumiades and contours of the site; locations,
dimensions sad necessa~ data pe~aming to cxis~ng buildings, other improverceats and trees; and information conc~oing available millW services and lines, both
public and private, above and below grade, including inve~ and depths. All the information on the survey shall be referenced to a project b~nch~a'k.
4.6 Where applicable, the (3~/ner shall furnish the services of gantechaical enginec~cs v~a ~uch se~ce~ are requested by the Design Profe~innal. Such services n~ty
include but a~ not limited to test borings, test pits, datenr~ations of sell bearing values, ga~colalion t~ts, evaluations of hazardous materials, ground corrosion and
sistivity tests, including necessary operations for anticipating sub-sell conditions, with reports and appropriate professional reeon~nemialions.
4.6.1 The Owner shall furnish thc services of oth~r consultants when such son, cos are ~easonably r~quimd by the scope of the Project and are requited by the Design
Professional and are not ~telned by the D~ign Professional as part of its Basin Services or Additional Services.
4.7 When not a part of the Additional Sea'vice~, the Owner shall furnish s~ucteral, mechanical, chemical, air and water pollution tests, tests of hazardous matetials,
and oth~r laboratory and environmental to~, inspections aud reports ~quimd by law or the Contract Documents.
4.8 The Owner shall furnish all legal, accounting and insurance counseling services as may be necessa~ at any time for tho Project, including auditing services the
Owner may require to verify the Con,actors Applications for Payment or to ascerm/n how or for what ptuposos the Contractor has used the mauey paid by or on
behalf of the Owner.
4.9 The services, information, surveys md reports required by Owner under Sections 4.5 through 4.8 shall be furnished at the Owuer's exp~nse, and the Design
Professional shall bc entitled to rely upco the accuracy and completeness thereof in the absence of any negligence on the pa~ of the Design Professional.
4.10 Thc Owner shall give prompt written notice to thc Design Professional if the Owner becom~ aware of any fault or defect in the Project or nonconformance with
4.11 D~ign Professional shall propose langnagc for ce~icates or certifications to be requested of the Design Professional or Design Professional's consultants and
shalI submit such to the Owner for review and approval at least fourteen (14) days prior to execution. The Owner agrees not to request cert/ficalions that would require
knowicdge or servic~ beyond the scope of the Agreement.
ARTICLE 5 CONSTRUCTION COST
5.1 CONSTRUCrION COSTDEFINED
5.1.1 The ConsUuction Cost shah bo the total cost or esthuualed cost to the Owner of all elcmeats of the Project designed or specified by the Design Professional.
5.1.2 Thc Construction Cost shall includc the cost at cummt market rates of labor and maa:riala furnished by the Owner and equipment designed, specified, selected or
specially provided for by the Design Profe~ional, plus a veasonabin allowance for ~he Contractors overhead and profit, in addilion, a reasonable allowance for con-
tingn~oios shall bc included for n~ket conditions at the ~ne of bidding and for changes in the work during cons~uclion.
5.1,3 Constraedon Cost docs not include the compensation of thc Design Professional and Design Professional's consultants, the costs of the land, rights-of-way,
financing or other costs which are the reepor~'bflity of the Owner as provided in Article 4.
53. RESPONSIBILITY FOR CONSTRUCTION COST
~.2.1 Evainalions of thc Owners Project budgct, preliminaxy estimates of Construction Cost and da~ilad estimates of Constsuctiun Cc~t prepaxed by the Design
Professional represent the Design Professional's best judgment as a design professional familiar with the cons~uction industry. It is ~w. ogmzed, however, that neither
the Design Professional nor the Owner bas control over the cost of labor, materials or equipment, over the ConWacter's n'~thods of dat~,,~ng bid prices, or over
competitive bidding or mmket conditions. Accordingly, thc Design Professional osnnot and does not warrant or rep~mnt that bids or cost proposals will not vary
from the C~vner's Project budget or from any estimate of Construedon Cost or evaluation prepared or agreed to by th~ Design Professional.
5.2.2 No fixed limit of Construction Cost shall be established as a condition of the Agreerr~t by the furnishing, proposal or establishment of a Project budget, unless
such fixed limit has been agreed upon in w~fing and signed by the parties thc~to. If such a fixed limit has been established, thc Design Professional shall be permitted
to include contingencies for design, bidding and price escalation, to determine what materials, equipment, component system.~ and typ~ of construedon are to be
included in the Conhact Docura~ts, to make r~osonable adjustments in the scope of the Project and to include in the Contract Documents alternate bids to adjust the
Consiruction Cost to the fixed limit. Fixed lira/ts, if any, shall bo increased in the amount of an increase in the Coatlact Sum occurring after execution of the Contract
for Constxuedon.
5.13 If the Procurement Ph~e ha~ not comne-ac~ within 90 days af~ the Design Professional subrn/~ the Cons~uedon Documents to lhe Owner, any Project
budget or fixed limit of Consimction Cost shall be adjusted to reflect changes in tho general level of prices in the constsuedon/mius/ry between the date of submission
of thc Cox~lmction Documents to the Owner and the dstc on which pl'opo~is a~e sought.
ARTICLE 60WNERSH~ AND USE OF DOCUMENTS
6.1 The D~awing~, Spealfications md other documents prapared by ~ ~ ~f~ f~ ~ ~jca ~ ~n~ of ~e D~ ~f~i~ s~ md s~
b~e ~e ~ of ~o O~er ~ ~afi~ ~ co~lab~ of ~e ~ ~e ~ ~f~ ~ ~fled ~ ~ c~ of ~ ~ch d~. Such
d~ ~ ~dad ~y be ~H~Ie W ~ ~ ~d ~'s ~e of ~ch d~n~ ~ o~ pr~ s~ be at O~'s sole ~k ~d ~eme. h ~e ~t ~
~ ~ ~y of ~c ~ ~ ~ d~ p~t ~ ~e ~t ~ ~o~ ~ ~ f~ o~ p~ ~ ~ ~ed ~ ~e ~ ~ ~
~f~sio~ ~ ~1~ ~ ~y ~d ~1 ~ ~l~g ~ ~ ~e ~ ~ ~t
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6.2 Submission or distribution of documents to meat official mguintory requirements or for similar purposes in cormection with the Project is not to be consimed as publication
in derogation of the Design Pro£essional's reserved rights.
ARTICLE 7 TERMINATION, SUSPENSION OR ABANDONMENT
7.1 The Design Professional may tertulnate the Agreement upon not less than thirty days written notice should the Owner fail substantially to perform in accordance with the
tea'ms of the Ageem~t through no fault of the Design Profesalonai. Owner may temtinate the Agreement or any phase thereof with or without cause upon thirty 00) days
prior written notice to the Design Professional. All work and labor being perfommd under the Agreement shall cease imme~atoly upon Design Professional's receipt of such
notice. Before the end of the thirty (30) day period, Design Professional shall invoice tho Ovmer for ail work it salisfantofily perflmmd prior to the receipt of such notice. No
amount shall be duc for lost or anticipated profits. All plans, field surveys, and other data minted to the Project shall become propoiCy of thc Owner upon tennhiation of the
Agseem~nt and sbsll be pIompfly dallvered to the Owner in a ressonably orgsmZcd form Should Owner subsequently eonfract with a new De. slgn Professional for continuation
of services on the Project, Design Professional shall cooperate in providing informalion.
7.2 If the Project is suspended by the Owner for more than 30 consecutive days, thc Design Professional shall be compensated for services satisfactorily performed prior to
notice of such suspension. When tlm Project is resumed, the Design Professional's compensation shall be equitably adjusted to provide for expenses incurred in the intelTuplion
and resumption of the Design Professional's services.
7.3 The Agreement may be t~xminatod by the Owner upon not less than seven days written notice to the Design Professional th the event that the Project is pmumently
abandoned. If the Project is abandoned by the Owngr for mom than 90 c~mseoltive days, the Design Professional or the Owner may t~L .~lte the Ags~-~nent by giving written
notice.
7.4 Failure of the Owner to make paym~ts to the Design Professional for work satisfactorily completed in accordance with the Agreement shall be considered substantial non-
performance and cause for termination.
7~ If the Owner falls th make payment to Dealgn Pmfesdonal within thirty (30) days of receipt of a statement for serdces properly and satisfactorily performed, the Design
Professional may, upon seven days written notice to tbe Owner, suspend performance of semices under the Agw, ement.
7.ti In the event of termination not the fault of the Design Professional, the Design Professional shall be compensated for services properly mad satisfactorily performed prior to
tennthadon.
ARTICLE8 PAYMENTS TO THE DESIGN PROI~SSIONAL
8.1 DIRECT PERSONNEL EXPENSE
8,1.1 Dliect pers~rmeI Exp~nse is defined as the direct salves of ~e D~ ~of~si~'s p~el ~g~ ~ ~ ~j~ ~ ~e po~ of ~e c~ of ~
~&~ ~d c~ c~m~ufi~ ~d b~efi~ ~ ~, such ~ ~lo~t ~ ~d o~ ~m~ ~1o~ b~, ~ce, sick 1~, ho~&~,
va~fi~, p~ ~ ~ c~ufi~ ~ b~fi~.
8.2 REIMBURSABLE EXPENSES
8.2.1 Rglmburesblc P~penses are in addition to compensation for Basic md Addifional Services md include expenses incurred by thc Design Professional and
Design Professinnal's employses aud consultants in the interest of the Project, as idenlified in the following Clauses.
8.2,1.1 Expense of transpomtion in connection with the Project; expenses in oor~ec6on with authorized out-of-town ~raval; long-distance comnmnications;
and fees paid for securing approval of authorlties bering jurisdiction owr the Project.
8.2.1.2 Expense of reproductions (or, copt the l'ep~oduction of the sets of documents referenced in Subsection 2.6,19), pestag~ and himdlthg of Drawings.
8p¢oificalions and other documents.
8.2.1.3 If authorized in advance by the Owner. exp~nse of overtime work mquMng higher than regular rai~.
8.2.1.4 Expense of renderings, models and mock-ups requested by the Owner.
8.2.1.5 Expense of computsr-alded design and drafdng equipment thru when used hi comaection with the Project.
8.2.1.6 Other exp~nses 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, shall be in propo~on to services perforr~d within e,~h phase of service, on the
basis set forth hi Section 2 of the Agreement and the schedule of work.
8.3.2 If and to the ex~nt that the thr~ initially establlsbed in the Agreem~t is exceeded or extended through no fault of the Design Professional, oomponsa6on for any
services r~ndered during the additional pednd of time shall be computed in the mmu~r set foffa th Section 2 of the Agreement:
8.3.3 When compensation is baaed on a pexcentage of Comfmotion Cost and anyportions of the Project are deleted or otherwise not constructed, onmpensadon for
those poedons of the Project shall be payable to the extent set'does am 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 rec~nt preliminary estimate of Conslmotion Cost or dateilnd
estimate of Construction Cost for such portions of the Project
8.4 PAYMENTS ON ACCOUI~r OF ADDITIONAL SERVICES
8.4.1 Payments on account oftbe Design Professional's Additional Service~ and for Reimbursable Expenses shall bemndemonthly within30 days after tbe
presentation to the Owner of the Design P~ofessinnal's ~teman~ of s~vises rendernd or e~pc~ses inCmTed.
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8.6 PAYMENTS WI'I'H ~LD No deductions shall be made Hem the Design Professional's compensation on account of penalty, liquidated damages or other sums withheld
from payments to conh-aetors, or on account of thc cost of changes in the work other than those for which the Design Professional is respons~'ola.
8.ti DESIGN PROFESSIONAL'S ACCOUI~ING RECORDS DesignProfessionalshallmake avallabletoOwnerorOwaer's authorizedrepresentstiverecordsof
Reimbursabla F~penses and expenses pertaining to Additional Services and serv/ces performed on the basis of a multiple of Direct Persormal Expense for ivapeedon and
copying during regnlar business hours for three years after the date of the final Cer/ificate of Payment, or until any litigation related to the Project is final, whichever date/s
later.
ARTICLE 9 INDE~Y
9.1 The Design Professional shall inderatify 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 bruited 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 acts or omissions of the Design Professional or its officers,
shareholders, agents, or employees th the performance of the Agreement.
9.1 Nothing herein shall be construed to create a hability to anyperson 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 gnvermmental immunity, which
defenses are hereby expressly reserved.
ARTICLE 10 I~SURANCE During the performance of the Services under the Agreement, D~ign Professional shall maintain the following insurance with an
insurance corr~any 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;
I0.1 Comprehensive General Liability insurance with bodily injury limits of not leas than $1,000,000 for each occun'ence 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 lass than $I00,000 for each accident
10.3 Worker's Compensation insurance in accordmce with statutory requirements, and Employers' Liabifity Insurance with limits of not less than $100,000 for each
accident including occupational disease.
10.4 Professional Liability insurance with limits of not less than $1,000,000 aralual aggregate.
10.5 The Design Professional shall furnish insurance certificates or insurance policies to the Owner evidencing insurance in compliance with this Article I0 at the time
of the exesution of the Agreement. The General Liability and Automobile Liability insurance policies shall name the Owner as an additional insured, the Workers'
Compensation policy shall contain a waiver of subrogation th 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 Profeesinnal. hi such event, the Design Professional shall, prior to the effective date of the
change or cancellation, furnish Ovmer with substitute certificates of insurance meeting the requirements of this Artiela 10.
ARTICLE 11 MIS CELLANEOUS PROVISIONS
11.1 The Agreement shah be governed by the laws of the State of Texas. V~nue of any suit or cause of aetian andar the Agreement shall lie exclusively in Denton County,
Texas.
11,2 The Owner mad Design Professional, reapectiveiy, bind themselves, thek pariners, successo~, assigns and legal represenlatives to the othsr pally to th/s Agreement and to
the partoem, succ~som, a~igns and legal representatives of such other party with respect to all covenants of this Ag~emcnt The D~ign Professional shall not assign its
interests in the Agreement without the vaitten consent of the Owner.
113 The term Agreement as used herein includes the executed Agreement, the Proposal, these General Conditions and other attachments refureaeed 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 ins/rument signed by both Owner and Design Professional. When interpre//ng the
Agreement ths executedAgreement' Proposal, these General Conditions and the other atiachments r eferencedin Section 3 ofths Agreement shall tothe extent thstis
reasonably pnslfible be read so as to harmonize the provisions. However, should the provi~s of these documents be in cent/ct so that they can not be reasonably hsrraonized,
such d~cuments shah be/fuen priority in the fullowhig order:
1. The executed Agreement
2. Atta~hn~nts referenced in S~c~don 3 of the Agreement other than the Pmpoesl
3. These C.~neral Provisions
4. The Proposal
11.4 Nothing contained in the Agreement shall create a conlractual rehtionship with or a cause of action in favor of a third pmty 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 mpmsantations of the desiga of the Project, including photographs
of the extetior and interior, among fl~ Design Professional's promotional and professional materials. The Design Professional's materials shah not include thc Owner's
com6dential or propfiets~'y information ff the Owner has previously advised She Design Professional in writing of thc specific information considered by the Owner to be conti-
dential or propriets~y. The Owner shall provide professional credit for the Design Professional on the consmiction sign and in the prom~onal materials for the Project.
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ll.t Approval by thc Ovmer shall not constitute, nor be deemed a release of the responsthility/md liability of the Design Professional, its employees, associates, agents,
subcontractors, and subconsaltsnts for tho accuracy and competency of their designs or other work; nor shall such approval bo deemed to be an assumption of such
responsibility by the Owner for any defect in the design or oth~r work prepared by the Design Professional, its employees, subcontractors, agents, and consultants.
11.? All notices, commudcatinns, and reports required or permitted under the Agreement shall be personally delivered or mailed to the respective par~es by depositing
same in the United States ma/1 to the eddrass shown below signature block on the Agreement, certified mail, retom re~:cipt ~equested, unless otherwise specified herein.
All notices shall be deemed effective upon receipt by the par~y to whom such notice is §iven, or with/n t~ee (3) days after mailing.
11.8 If any provision of tho Agreement is found or deemed by a court of competent jufisdlation to be invalid or unenforceabla, it shall be considered severable fiom the
remainder of the Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the par~es shall reform the Agreement to replace such
s~cken provision w/th a valid and enforceable prov/sinn which comp as close as possibla to expressing the intention of the stricken provision.
11.9 The Design Professional shall comply with all federal, state, and local laws, rules, regnlafiens, and ordinances applicable to the work covered hereunder as they
may now read or hereina~er be amended during thc term of th/s Agreement.
11.10 In p~rfonning the Services requhed hereunder, the Design Professional shall not discriminate against any p~rson on the basis of race, color, rallginn, sex,
national origin or aeneshT, age, or physical handicap.
11.11 The captions of the Agreement am for informational purposes only, and shall not in any way affect the substantive t~rms or conditions of the Agreement.
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