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2001-115 FILE REFERENCE FORM [ 2001-115 I Additional File Exists Additional File Contains Records Not Pubhc, According to the Pubhc Records Act Other FILE(S) Date Initials Ordinance No 2002-117 - Change Order Number One 04/16/02 S \Our Doeuments\Ordmances\01\HH Ordmanee-L~brary Conversmn PSA 2657 doc ORDINANCE NO ODI-IIS- AN O mANCE AUTHOmZING THE AYOR TO EXECUTE ^ PROFESSIONAL SERVICES AGREEMENT (PSA) WITH THE FIRM OF HHARCHITECTS TO PROVIDE PROFESSIONAL SERVICES FOR THE INTERIOR AND EXTERIOR DESIGN OF NORTH BRANCH LIBRARY, AS WELL AS MANAGEMENT AND INSPECTION SERVICES DURING THE CONSTRUCTION PHASE AS SET FORTH IN THIS CONTRACT, AUTHORIZING THE EXPENDITURE OF FUNDS THEREFORE, AND PROVIDING AN EFFECTIVE DATE (PSA 2657 - NORTH BRANCH LIBRARY AWARDED TO HH ARCHITECTS IN THE NOT TO EXCEED AMOLrNT OF $3?4,594) WHEREAS, The professional scm¢¢s provider (thc "Provider) mentioned m this ordinance is being selected as thc most highly quahficd on thc basis of its demonstrated competence and qualifications to perform thc proposed professional services, and WHEREAS, Thc fees under the proposed contract arc fair and reasonable and arc consistent with and not higher than thc recommended practmcs and fees pubhshcd by thc professional assomatmns apphcabl¢ to thc Provldcr's profession and such fees do not exceed thc maximum promdcd by law, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION 1 ThcMayor, or mher abscnce the Mayor Pro Tern, is hcrebyanthonzcdtoentcr into a professional service contract with thc Promdcr, HHArchlt¢cts, to provide professional services for thc interior and exterior dcmgn as well as management and inspection services dunng thc construction phase for thc North Branch Library as set forth in thc contract, a copy of which is attached hereto and incorporated by reference hereto SECTION 2 The City Manager is anthonzcd to expend funds as rcqmrcd by thc attached contract SECTION 3 Thc findings in thc preamble of this ordinance are mco~oratcd hereto by reference, SECTION 4 This ordinance shall become effective immediately upon Its passage and approval EULINE BROCK, MAYOR S \Our Documents\Ordinances\01YFIH Ordinance Library Conversion PSA 2657 doc ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY AGREEMENT FOR ARCHITECTURAL SERVICES Tlus Agreement made as ofthe ~ dayof ~/~d/~/~z , 2001between the City of Denton, Texas, hereinafter referred to as "Owner", and I-IHArclutiects, herema~er referred to as "Arolutect" for the following Project Library conversion at old Food L~on store to North Branch Library The Owner and Aroluteet agree as set forth below ARTICLE 1 ARCHITECT'S RESPONSIBILITIES 1 1 ARCHITECT'S SERVICES 1 1.1 The Arclutect's services consist of those services performed by the Arolmtect, Aretutect's employees and Arelutect's consultants as enumerated m Arhcles 2 and 3 of flus Agreement and any other serwces included m Amcle 11 1.1.2 The Arclutecfs sermcas shall be performed as exped~tiously as is conmstant w~th the tughest degree of profesmonal sk~ll and care and the orderly progress of the Work Upon request of the Owner, the Arclutect shall subnut for the Owner's approval a schedule for the performance of the Arohltect's servmes wluch may be adjusted as the Project proceeds, and shall ~nclude allowances for periods of t~me reqmred for the Owner's review and for approval of subnusmons by authontles hawng junschct~on over the Project Tlroe lnmts established by flus schedule and approved by the Owner shall not, except for reasonable cause, be exceeded by the Archttect or Owner, and any adjustments to flus schedule shall be mutually acceptable to both parties 1.1.3 The services covered by flus Agreement are subject to the time hrmtatmns contained m Subparagraph 10 4 1 ARTICLE 2 SCOPE OF ARCHITECT'S BASIC SERVICES 2 1 DEFINITION 2.1.1 The Arolutect's Basic Sconces consist of those described m Paragraphs 2 2 through 2 6 and any other services identified m Amcle 11 as part of Basic Serwces, and include w~thout Imutation normal structural, mechamcal and electrical engraeenng services and coordination of any other engineering services necessary to produce a complete and accurate set of Construction Documents, as described by and reqmred m Paragraph 2 4 Agreement for Architectural Services - Page 1 of 17 2.2 SCHEMATIC DESIGN PHASE 2.2.1 The Arclutect, in consultataon wath the Owner, shall review the written program for the ProJect to ascertain Owner's needs and to verify the reqmrements for the Project 2 2 2 The Axcbatect shall provide a preliminary evaluation of the Owners program, construction schedule and construction budget requirements, each in terms of the other, subject to the hmltataous set forth in Subparagraph 5 2 1 2.2.3 The Arctntect shall review with the Owner alternative approaches to design and construction of the ProJect 2.2.4 Based on the mutually agreed-upon program, schedule and constructaon budget reqmrements, the Archttect shall prepare, for approval by the Owner, Schematic Design Documents consisting of drawings and other documents illustrating the scale and relattonslup of Project components The Schematac Design shall contemplate compliance w~th all applicable laws, statutes, ordinances, codes and regulataons 2.2.5 The Arcbatect shall submit to the Owner a preliminary detmled estimate of Conslmctlon Cost based on current area, volume or other umt costs and wbach mchcates the cost of each category of work involved m constructing the ProJect and establishes an elapsed tune factor for the period of tune from the commencement to the completion of constmctaon 2 3 DESIGN DEVELOPMENT PHASE 2 3.1 Based on the approved Schemattc Design Documents and any adjustments anthonzed by the Owner m the program, schedule or construction budget, the Arctutect shall prepare for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the Project as to arclutectural, structural, mechamcal and electrical systems, materials and such other elements as may be appropriate, wiuch shall comply with all applicable laws, statutes, ordinances, codes and regulataons m fome at the tune of design, consistent with professional skall and care in accordance w~th standards of the profession Owner's approval of the documents, shall not constttute a wmver of the Arctutect's duty to produce Documents and specifications that wtll be sufficient and adequate to fulfill the purposes of the ProJect 2.3.2 The Arcbatect shall advise the Owner of any adjustments to the prelunmary esttmate of Construction Cost m a further Detmled Statement as described in Paragraph 2 2 5 2 4 CONSTRUCTION DOCUMENTS PHASE 2.4.1 Based on the approved Design Development Documents and any further adjustments m the scope or quality of the Project or in the construction budget authorized by the Owner, the Arclutect shall prepare, for approval by the Owner, Construction Documents consisting of Drawings and Specfficatlons setting forth in detatl reqmrements for the construction of the ProJect, Agreement for Architectural Servxces - Page 2 of 17 which shall comply w~th applicable laws, statutes, ordinances, codes and regulations, m force at the t~me of design, consistent v~th professional sl~ll and care m accordance v~th standards of the profession 2 4.2 The Architect shall assist the Owner in the preparation of the necessary bidding reformation, bidding forms, the Conditions of the contract, and the form of Agreement between the Owner and contractor 2 4.3 The Architect shall advise the Owner of any adjustments to previous prehinmary estimates of Construction Cost mdlcated by changes in requirements or general market condmons 2.4.4 The Architect shall assist the Owner m connection wth the Owners responsibility for filing documents reqmred for the approval of governmental authorities having jurisdiction over the Project 2.5 BIDDING 2 5.1 The Architect, followang the Owner's approval of the Construction Documents and of the latest preliminary detmled estamate of Construction Cost, shall assist the Owner an obta~mng bids and assist m awarding and preparing contracts for construction 2 5.2 If the lowest responsible bad for the construction of the Project exceeds the total constmetmn cost of the Project as set forth m the approved Detailed Statement of Probable Construct~un Costs of the Project subrmtted by the Architect, then the Architect, at its sole cost and expense, wll rewse the Construction Documents as may be reqmred by the City to reduce or modify the quantity or quality of the work so that the total construction cost of the Project wall not exceed the total constructaon cost set forth m the approved Detmled Statement of Probable Constmctton Costs 2.6 CONSTRUCTION PHASE ADMINISTRATION OF THE CONSTRUCTION CONTRACT 2.6.1 The Architect's responslhihty to provide Basic Services for the Construction Phase under flus Agreement commences wath the award of the Contract for Consmactaon and terminates at the issuance to the Owner of the final Certificate for Payment, unless extended under the terms of Subparagraph 9 3 2 2 6.2 The Architect shall provide detmled admlmstratlon of the Contract for Construction as set forth below and lnthe 1987 edition of AIA document A201, General Conditions of the Contract for Constmctaon, current as of the date of flus Agreement, unless otherwase provided in flus Agreement 2.6.3 Consmactaon Phase duties, responslbflmes and hmltations of authority of the Architect shall not be restricted, modified or extended wthout written agreement of the Owner and Architect Agreement for Architectural Services - Page 3 of 17 2.6.4 The Architect shall be a representatave of and shall advise and consult with the Owner (1) during construction, and (2) at the Owner's dlreclaon from time to tame dunng the correctton, or warranty period described m the Contract for Constmctaon The Archatect shall have authority to act on behalf of the Owner only to the extent promded m tlus Agreement unless othenmse modified by written instrument 2.6.5 The Architect shall observe the construction site at least two tmaes a week, regardless of whether constructaon ~s m progress, to become fannhar with the progress and quality of the Work completed and to determine if the Work ~s being performed m a manner mOacatmg that the Work when completed wall be m accordance wath the Contract Documents Architect shall provide Owner a written report subsequent to each on-site visit On the basis of on-site observataons as an architect, the Architect shall keep the Owner reformed of the progress and quality of the Work, and shall exem~se the professional care and diligence m d~scovenng and promptly reporting to the Owner any defects or deficiencies m the work of Contractor or any sub-contractors The Architect represents that he wall follow professional standards ~n performing all services under this Agreement The Aretutect shall promptly correct any defeetave designs or spemficataons furmshed by the Areluteet at no cost to the Owner The Owner's approval, acceptance, use of or payment for all or any part of the Arclutect's servaces hereunder or of the ProJect itself shall m no way alter the Architect's obhgataons or the Owner's rights hereunder The weekly observattons reqmred by this paragraph can be wtuved by mutual agreement of the partaes and written eonfirmataon of the waiver The waiver wall not be construed to allow the Arclutect not to fulfill his professional duties, mchidmg ~nspectaon, due to ctrcumstances not foreseen at the ttme the wmver was granted 2.6 6 The Architect shall not have control over or charge of and shall not be responsible for constmctaon means, methods, techmques, sequences or procedures, or for safety precautions and programs in connectaon wath the Work The Architect shall not be responsible for the Contractors schedules or fmlure to carry out the Work ~n accordance wth the Contract Documents except insofar as such failure may result from Architect's neghgent acts or omissions The Architect shall not have control over or charge of acts or omissions of the Contractor, Subcontractors, or thear agents or employees, or of any other persons performing portions of the Work 2 6.7 The Architect shall at all times have access to the Work wherever it ~s m preparation or progress 2.6.8 Except as may otherwase be provided m the Contract Documents or when direct commumcatmns have been specially anthonzed, the Owner and Contractor shall commumeate through the Architect Commumcatlons by and wath the Arclutect's consultants shall be through the Architect 2.6.9 Based on the Architect's observations at the site of the Work and evaluations of the Contractor's Apphcat~ons for Payment, the Architect shall review and certify the amounts due the Contractor Agreement for Architectural Services - Page 4 of 17 2.6.10 The Archttect's certification for payment shall constitute a representatton to the Owner, based on the Archtteet's observataous at the sate as prowded an Subparagraph 2 6 5 and on the data compnsmg the Contractor's Applicatton for Payment, that the Work has progressed to the point tnd~eated and that the quahty of the Work as m accordance wath the Contract Documents The foregoing representattons are subject to minor devaattons from the contract Documents correctable prior to completaon and to specific quahficattons expressed by the Arclutect The assuance of a Certificate for Payment shall further constatute a representaUon that the Contractor is enUfled to payment m the amount eemfied However, the assuance of a CerUficate for Payment shall not be a representatmn that the Arclutect has (1) rexaewed constmctaon means, methods, teehmques, sequences or procedures, or (2) ascertained how or for what purpose the Contractor has used money prevmusly pad on account of the Contract Sum 2 6 11 The Arctutect shall have the respoustbflaty and authority to reject Work whteh does not conform to the Contract Documents Whenever the Arctutect constders at necessary or advtsable for amplementauon of the intent of the Contract Documents, the Arebatect will have authority to requrre adchtaonal mspectmn or testang of the Work m accordance wath the provtstons of the Contract Documents, whether or not such Work ts fabricated, installed or completed However, neither this authority of the Aretuteet nor a decmon made tn good froth eather to exercase or not exerctse such authority shall gave nsc to a duty or responsabahty of the Arclutect to the Contractor, Subcontractors, material and eqmpment supphers, their agents or employees or other persons performing pomons of the Work 2.6 12 The Arclutect shall review and approve or take other appropriate actton upon ~eOntraetor's submittals such as Shop Drawings, Product Data and Samples for the purpose of (1) tenmmng comphanee w~th apphcable laws, statutes, ordmanees and codes, and (2) determining whether or not the Work, when completed, will be in comphance w~th the reqmrements of the Contract Documents The Archttect shall act wtth such reasonable promptness to cause no delay an the Work or an the constmetton of the Owner or of separate contractors, while allowing suffiment tame an the Arebatect's professaonal judgment to perma adequate revtew Revtew of such submattals as not conducted for the purpose of dctenmmng the accuracy and completeness of other detmls such as d~mensaous and quantmas or for substanttatmg ~nstmcttons for installation or performance of eqmpment or systems destgned by the Contractor, all of whach remam the responstbflaty of the Contractor to the extent reqmred by the Contract Documents The Arcbatect's revtew shall not consutute approval of safety precautaons or, unless otherwase specffically stated by the Arehttect, of constmctmn means, methods, techmques, sequences or procedures The Arctutect's approval of a specafic item shall not m~hcate approval of an assembly of wluch the atem ts a component When professaonal cerUficaUon of performance charactenmcs of materials, systems or eqmpment ts reqmred by the Contract Documents, the Arclutect shall be entttled to rely upon such cerUficataon to estabhsh that the materials, systems or eqmpment will meet the performance criteria reqmred by the Contract Documents 2 6.13 The Arclutect shall prepare Change Orders and Constmctton Change Dtrect~ves, wath supporting documentation and data ff deemed necessary by the Arcbatect as pmwded m Subparagraphs 3 1 1 and 3 3 3, for the Owner's approval and executaon tn accordance wath the Contract Documents, and may anthonze rumor changes tn the Work not revolving an adjustment m Agreement for Archatectural Services - Page 5 of 17 the Contract Sum or an extenmon of the Contract Tune which are not inconsistent with the ~ntent of the Contract Documents 2.6 14 On behalf of the Owner, the Arcbatect shall conduct anspeeUons to detenmne the dates of Substantial Completion and Final CompleUon, and shall assue CerUficates of Substantml and Fanal CompleUon The Arcbatect wall receave and rewew written guarantees and related documents reqmred by the Contract for Constmetaon to be assembled by the Contractor and shall assue a final cemfieate for Payment upon eomphanee wath the reqmrements of the Contract Documents 2.6.15 The Archneet shall mterpret and provade recommendaUons on matters concermng performance of the Owner and Contractor under the reqmrements of the Contract Documents on wntten requast of eather the Owner or Contractor The Architect's response to such requests shall be made wath reasonable promptness and wathm any txme hmats agreed upon The Arcbatect should not show partmhty to eather Owner or Contractor on decisions requmng anterpretatxon 2.6.16 Interpretatmns and dee~saons of the Arduteet shall be consistent wath the intent of and reasonably referable f~om the Contract Documents and shall be xn writing or m the form of drawings When making such interpretations and amtxal decxs~ons, the Archatect shall not show parUal~ty to exther Owner or Contractor on decasxons requmng anterpretataons and shall endeavor to secure fmflfful performance by both Owner and Contractor, and shall not be hable for results or anterpretat~ons or decastons so rendered m good faith ~n accordance wath all the provasaons of tlus Agreement and m the absence of neghgenee 2 6.17 The Arebatect shall render written deexsaons waflun a reasonable time on all clamas, &sputes dr other matters an questxon between the Owner and Contractor relaUng to the executaon or progress of the Work as prowded m the Contract Documents 2.6.18 The Arcbateet (1) shall render serwces under the Agreement ~n accordance wath the normal profasslonal standards prevathng an the Dallas-Fort Worth metroplex area, (2) wall reamburse the Owner for all damages caused by the defectave demgns the Arcbateet prepares, and (3) by acknowledgang payment by the Owner of any fees due, shall not be released from any rights the Owner may have under the Agreement or damunsh any of the Arehaect's obhgat~ons thereunder 2.6.19 The Arcbatect shall prowde the Owner wath two set(s) of reproducxble record drawangs showang all mgmficant changes to the Construcuon Documents dunng the ConstmeUon Phase The General Contractor shall up-date a set of record drawings dunng the constmcuon phase as changes are made The Contractor wall supply these repmdumble record drawings to the Arcbatect at the completaon of the Constructaon Phase ARTICLE 3 ADDITIONAL SERVICES 3 1 GENERAL Agreement for Archatectural Services - Page 6 of 17 3.1.1 The sermces descnbed m fins Axt~cle 3 are not included m Basic Serwces unless so ldantffied m Article 11, and they shall be pad for by the Owner as provided in fins Agreement, m adchtion to the compensation for Basic Servuces The services described under Paragraphs 3 2 and 3 4 shall only be provxded if anthonzed or confirmed in writing by the Owner If services described under Contingent Additional Services m Paragraph 3 3 are required due to mrcumstances beyond the Architect's control, the Arctutect shall notify the Owner prior to commencing such services If the Owner deems that such services described under Paragraph 3 3 are not reqmred, the Owner shall give prompt written not, ce to the Architect If the Owner indicates m writing that all or part of such Contingent Addmonal Services are not reqmred, the Arclutect shall have no obligation to provide those services Owner wall be responsible for compensating the Arclutect for Contingent Additional Services only if they are not reqmred due to the negligence or fault of Arclutect 3 2 PROJECT REPRESENTATION BEYOND BASIC SERVICES 3.2.1 If more extensive representation at the site than is described m Subparagraph 2 6 5 is reqmred, the Arctutect shall pm,adc one or more Project Representatives to assist m carrying out such additional on-site responsibllmes 3.2.2 Project Representatives shall be selected, employed and directed by the Amtutect, and the Arcbatect shall be compensated therefor as agreed by the Owner and Arclutect The duties, responslblhtaes and limitations of anthonty of ProJect Representatives shall be as described in the echtlon of AIA Document B352 current as of the date of this Agreement, unless otherwise agreed 3 3 CONTIJqGENT ADDITIONAL SERVICES 3.3.1 Making material revisions m Drawangs, Specifications or other documents when such revisions are 1 inconsistent vath approvals or mstructmns previously g~ven by the Owner, including revisions made necessary by adjustments in the Owner's program or Project budget, 2 required by the enactment or revision of codes, laws or regulauons subsequent to the preparatmn of such documents, or 3 due to changes required as a result of the Owner's failure to render decision m a tnuely manner 3.3.2 Providing services required because of slgmficant changes m the Project including, but not limited to, size, quality, complemty, the Owner's schedule, or the method of bidding and contracting for cons~uc'aon, except for services reqmred under Subparagraph 2 5 2 3.3.3 Prepanng Drawings, Specfficatmns and other documentation and suppomng data, and providing other services in connecUon w~th Change Orders and Construction Change D~rect~ves Agreement for Arclutectural Services - Page 7 of 17 3.3 4 Providing consultataon concermng replacement of Work damaged by fire or other cause dunng construction, and furmshmg services reqmred in connectaon wtth the replacement of such Work 3.3.5 Providing services made necessary by the default of the Contractor, by major defects or deficxeneies m the Work of the Contractor, or by fmlure of performance of exther the Owner or Contractor under the Contract for Construction 3 3 6 Provadmg services in evaluatmg an extensive number of clatms subnutted by the Contractor or others in conneeUon with the Work 3.3.7 Providing services m connection wath a public heanng, arb~trataon proceeding or legal proceeding except where the Arcluteet is party thereto 3.3.8 Prepanng documents for alternate, separate or sequential bids or providing servaeas m connecUon wath bidding or construction prior to the compleUon of the Construction Documents Phase 3 4 OPTIONAL ADDITIONAL SERVICES 3 4.1 Providing financl/~l feaslblhty or other special studies 3.4.:l Provichng planmng surveys, site evaluations or comparative stud~as of prospective sites 3.4.3 Providing special surveys, environmental smches and subnusslons reqmred for approvals of governmental authontlas or others having jurisdiction over the Project 3 4.4 Pmwdlng sennces relatave to future facilities, systems and equipment 3.4.5 Providing services to mvestagate exlstang condltaons or facilities or to make measured drawings thereof 3.4.6 Providing services to verify the accuracy of dravongs or other mformat~on furmshed by the Owner 3 4 7 Prowdmg coordmatmn of eonstruetmn performed by separate contractors or by the Owner's own forces and coorchnatmn of services reqmred in connection vath construction per- formed and eqmpment supplied by the Owner 3.4.8 Prowdmg services m eormection voth the work of a construction manager or separate consultants retained by the Owner 3.4.9 Providing detmled quantl~ surveys or mventones of materml, eqmpment and labor 3.4.10 Provichng analyses of owning and operating costs Agreement for Architectural Services - Page 8 of 17 3.4.11 Making mvest~gations, inventories of materials or eqmpment, or valuations and detmled apprmsals of emstmg facilities 3 4.12 Provlchng assistance m the utthzatton of eqmpment or systems such as testing, adjusting and balancing, preparatton of operataon and mmntenance manuals, tremmg personnel for operation and mmntenance and consultation during operation 3.4.13 Prowdmg interior design and s~mflar services reqmred for or m conneeuon w~th the selectaon, procurement or installation of furmture, furmshlngs and related eqmpment 3.4.14 Providing servmes other than as prowded m Seetaon 2 6 4, after issuance to the Owner of the final Certfficate for Payment and expiration of the Warranty period of the Contract for Construction 3.4 15 Prowdmg services of consultants for other than arctutectural, structural, mechamcal and electrical engmeenng portions of the ProJect prowded as a part of Basic Services 3 4.16 Prowdmg any other sermces not otherwse included m tins Agreement or not cnstomanly furmshed m accordance wath generally accepted arctutectural practtce 3 4.17 Preparing an additional copy of reproducible record drawings showang s~gmficant changes m the Work made dunng constmctmn based on marked-up pnnts, drawangs and other data furmshed by the Contractor to the Architect (Ttus ~s for drawings prepared in addition to those specffied m Sectton 2 6 19 ) j ARTICLE 4 OWNER'S RESPONSIBILITIES 4.1 The Owner shall consult with the Arcluteet regarding reqmrements for the ProJect, ~ncludlng (1) the Owner's object~ves, (2) schedule and design constraints and criteria, mcludmg space reqmrements and relat~onslups, flex[bihty, expendablhty, special eqmpment, systems and site requirements, as more specffically described in Paragraph 2 2 1 4 2 The Owner shall estabhsh and update an overall budget for the Project, including the Construction Cost, the Owner's other costs and reasonable cont~ngenmes related to all of these costs 4.3 If requested by the Arcbatect, the Owner shall furmsh evidence that financial arrangements have been made to fulfill the Owner's obhgat~ons under thas Agreement 4 4 The Owner shall designate a representative authorized to act on the Owners behalf wath respect to the Project The Owner or such authorized representative shall render decisions ~n a t~mely manner pertannng to documents submitted by the Arctutect ~n order to avmd unreasonable delay m the orderly and sequentaal progress of the Arctutect's services Agreement for Architectural Services - Page 9 of 17 4.5 The Owner shall furnish surveys descnbmg physical characteristics, legal hmltations and utihty locations for the site of the Project, and a wnttan legal description of the site The surveys and legal reformation shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures, adjacent drainage, nghts-of-way, restrictions, easements, encroachments, zomng, deed restrictions, boundanes and contours of the site, locations, chrnenslons and necessary data pertaining to existing buildings, other improvements and trees, and information concermng available utility services and lmes, both public and private, above and below grade, including reverts and depths All the information on the survey shall be referenced to a project benchmark 4.6 The Owner shall furmsh the services of geotechmcal engmeers when such serwces are requested by the Architect Such services may include but are not hmlted to test bonngs, test pits, determinations of soil bearing values, percolation tests, evaluations of h~7~rdous matenals, ground corrosion and resistivity tests, mchidmg necessary operations for anticipatmg sub-soft conchtlons, w~th reports and appropriate professional recommendations 4.6.1 The Owner shall furmsh the services of other consultants when such services are reasonably required by the scope of the ProJect and are requested by the Architect and are not retained by the Architect as part of its Basic Services 4.7 The Owner shall funush structural, mechamcal, chemical, mr and water pollution tests, tests of haTardous matenals, and other laboratory and envtronmental tests, inspections and reports requtred by law or the Contract Documents 4.8 The Owner shall furmsh all legal, ~ccounting and insurance counseling services as may be necessary at any tune for the Project, including audmng services the Owner may requtre to verify the Contractor's Applications for Payment or to ascertmn how or for what purposes the Contractor has used the money prod by or on behalf of the Owner 4 9 The sermces, lnformatton, surveys and reports requtred by Paragraphs 4 5 through 4 8 shall be furmshed at the Owner's expense, and the Architect shall be entitled to rely upon the accuracy and completeness thereof in the absence of any negligence on the part of the Architect 4.10 The Owner shall give prompt wntten notice to the Architect if the Owner becomes aware of any fault or defect in the Project or nonconformance w~th the Contract Documents 4.11 Architect shall propose language for certificates or certifications to be requested of the Architect or Architect's consultants and shall submit such to the Owner for review and approval at least fourteen (14) days pnor to execution The Owner agrees not to request cemfications that would require knowledge or services beyond the scope of this Agreement ARTICLE 5 CONSTRUCTION COST Agreement for Architectural Services - Page 10 of 17 5 1 DEFINITION 5 1 1 Thc Construction Cost shall be the total cost or estimated cost to thc Owner of all clements of the Project designed or specified by the Architect 5.1.2 The Constructton Cost shall include thc cost at current market rates of labor and materials furmshed by the Owner and equipment designed, specified, selected or specially provided for by the Architect, plus a reasonable allowance for the Contractor's overhead and profit In addlUon, a reasonable allowance for contingencies shall bc included for market conditions at thc time of hidduig and for changes m thc Work during construction 5.1 3 Constructnon Cost does not include thc compensation of thc Arctutect and Arclutect's consultants, thc costs of the land, rights-of-way, financing or other costs which arc thc rcsponsihillty of the Owner as provided m Article 4 5.2 RESPONSIBILITY FOR CONSTRUCTION COST 5.2.1 Evaluations of thc Owner's Project budget, prchmmary estimates of Construction Cost and dctmled estimates of Construction Cost prepared by thc Architect represent thc Architect's best judgment as a design professional fanullar w~th the construction industry It is rccogmzed, however, that neither the Architect nor thc Owner has control over the cost of labor, materials or equipment, over the Contractor's methods of dctermlmng bid prices, or over competitive bidding or market concht~ons Accorchngly, thc Architect cauno~ and does not warrant or represent that bids vail not vary from thc Owner's Project budget or from any estimate of Constructton Cost or evaluation prepared or agreed to by thc Architect 5.2.2 No fixed hnut of Constructton Cost shall bc estabhshcd as a concht~on of this Agreement by thc funushmg, proposal or establishment of a ProJect budget, unless such fixed himt has bccn agreed upon m writing and signed by the parties thereto It' such a fixed hmit has been cstabhshed, the Architect shall bc perrmttcd to mchide contingencies for design, bidding and price escalation, to determine what materials, equipment, component systems and types of construction arc to be included in the Contract Documents, to make reasonable adjustments in thc scope of thc Project and to include in thc Contract Documents alternate bids to adjust thc Construction Cost to thc fixed lumt Fixed hnuts, if any, shall be increased in the amount of an increase m the Contract Sum occumng aider execution of the Contract for Construction 5.2.3 If the Bidding Phase has not commenced w~thin 90 days after thc Architect submits thc Construction Documents to the Owner, any Project budget or fixed hinlt of Construction Cost shall be adjusted to reflect changes in the general level of prices in thc construction industry between thc date of subnusslon of the Construction Documents to the Owner and the date on which proposals are sought Agreement for Architectural Services - Page 11 of 17 ARTICLE 6 USE OF ARCHITECT'S DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS 6 1 The Drawings, Specfficalaons and other documents prepared by the Arcbatect for fins Project aro instruments of the Aretuteet's service for use solely wath respect to flus ProJect and, unless otherwase provided, the Arelutect shall be deemed the author of these documents and shall retain all common law, statutory and other reserved rights, meluchng the copyright The Owner shall be permitted to retmn copies, mcluchng reproducible copies, of the Archttect's Drawangs, Specifications and other documents for reformation and reference m connection w~th the Owners use and occupancy of the ProJect The Arcbatect's Drawings, Specifications or other documents shall not be used by the Owner or others on other projects for addmons to flus ProJect or for completion of flus ProJect by others, unless flus Agreement is termmated because Aretutect is m de~ fault of flus Agreement, at winch lame the documents become the property of the City of Denton 6.2 Submxss~on or dlstnbutlon of documents to meet official regulatory reqmrements or for sumlar purposes In connection vath the ProJect is not to be eoustmed as publication m derogation of the Arehatect's reserved rights ARTICLE 7 TERMINATION, SUSPENSION OR ABANDONMENT ? 1 Archateet may terminate flus Agreement upon not }~ss than flurty days written notice should the Owner fa~l substantially to perform m accordance with the terms of flus Agreement through no fault of the Architect Owner may terminate flus Agreement or any phase thereof upon tturty (30) days prior written notice to the Arctutect w~th the understanding that lnunediately upon receipt of such notice, all work and labor being performed under the Agreement shall cease immediately Before the end of the tlm'ty (30) day period, Arclutect shall mvmce the Owner for all work it performed prior to the receipt of such notice No amount shall be due for lost or anlaclpated profits All plans, field surveys, and other data related to the ProJect shall become property of the Owner upon termination of the Agreement and shall be promptly delivered to the Owner m a reasonably orgamzed form Should Owner subsequently contract w~th a new arclutect for continuation of services on the Project, Architect shall cooperate m provlchng mfonnalaon '/.2 If the ProJect is suspended by the Owner for more than 30 consecutave days, the Archttect shall be compensated for services performed prior to notice of such suspension When the Project ms resumed, the Aretutect's compansalaon shall be eqmtably adjusted to provide for expenses recurred ~n the lntermplaon and resumplaon of the Arcbatect's services '/3 Th~s Agreement may be terminated by the Owner upon not less than seven days written notace to the Archttect m the event that the ProJect ms permanently abandoned If the ProJect is abandoned by the Owner for more than 90 consecutive days, the Arcbatect or the Owner may terminate flus Agreement by gimng written notice Agreement for Architectural Services - Page 12 of 17 7.4 Failure of the Owner to make payments to the Arcluteet ~n accordance wth flus Agreement shall be considered substantial nonperformance and cause for termmalaon 7.5 If the Owner fa~ls to make payment to Arclmtect w~flun flurty (30) days of recexpt of a statement for senaces properly performed, the Archttect may, upon seven days written noUce to the Owner, suspend performance of services under thts Agreement Unless Architect recelvas payment m full vathm seven (7) days of the date of the nottce, the suspension shall take effect wthout further not,ce In the event of a suspension of servxces under this section, the Arclutect shall have no hablhty to the Owner for delay or damage caused the Owner because of such suspeus~on of services 7.6 In the event of termination not the fault of the Architect, the Architect shall be compensated for sep/xces properly performed prior to termination ARTICLE 8 MISCELLANEOUS PROVISIONS 8.1 Tlus Agreement shall be governed by the laws of the State of Texas 8 2 Terms m flus Agreement shall have the same meamng as those xn 1987 A.IA Document A201, General Condxtxons of the Contract for Cons~'uet~on, current as of the date of flus Agreement 8 3 The Owner and Architect, respeettvaly, bind themselves, t~elr partners, successors, assxgns and legal representatives to the other party to flus Agreement and{o the partners, successors, assigns and legal representatives of such other party w~th respect to all covenants of flus Agreement Nexther Owner nor Arebateet shall assign flus Agreement w~thout the wntten consent of the other 8.4 This Agreement represents the enttre and integrated agreement between the Owner and Architect and supersedes all prior negotiattons, representations or agreements, e~ther written or oral This Agreement may be amended only by written instrument sxgned by both Owner and Arctnteet 8.5 Noflung cont~uned m tlms Agreement shall create a contractual relationship w~th or a cause of action In favor ora third party agmnst either the Owner or Aretuteet 8.6 Unless otherwise provided m fins Agreement, the Architect and Architect's consultants shall have no respons~bxhty for the chscovery, presence, handhng, removal or dxsposal of or exposure of persons to hazardous materials m any form at the Project sxte, including but not hm~ted to asbestos, asbestos products, polychlormated biphenyl (PCB) or other toxic substances, prowded, however, Arcbatect shall have the responsibility to and shall report to the Owner the location of any hazardous material that an architect of simxlar sk~ll and expertise should have notxced 8.7 Upon receipt of prior written approval of Owner, the Architect shall have the right to include representations of the destgn of the Project, including photographs of the exterior and interior, among the Arclutect's promottonal and professxonal materials The Architect's materials Agreement for Architectural Servxces - Page 13 of 17 shall not include the Owners confidential or proprietary anformatmn if the Owner has prewously advised the Arcbateet m writing of the specific mformat~on considered by the Owner to be confidential or proprietary The Owner shall proxade professional credit for the Arcbateet on the eoustructton sign and in the promottonal materials for the Project ARTICLE 9 PAYMENTS TO TIlE ARCItITECT 9.1 DIRECT PERSONNEL EXPENSE 9.1.1 D~rect Personnel Expense is defined as the direct salaries of the Arctutect's personnel engaged on the Project and the portion of the cost of their mandatory and customary contnbut~ous and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacataons, pensions and similar contnbutaons and benefits 9.2 REIMBURSABLE EXPENSES 9.2.1 Reimbursable Expenses are in addlt~on to compensation for Basic and Additional Services and include expenses recurred by the Arclmect and Arctutect's employees and consultants in the interest of the Project, as identified m the following Clauses 9.2.1.1 Expense of transportaUon m connecUon w~th the ProJect, expenses in connection wath anthonzed out-of-town travel, long-chstance commumcattons, and fees prod for s~cunng approval of authontaes havmg junsd~ctaon over the Project 9.:2 I.:2 Expense of reproductions (except the reproduction of the sets of documents referenced m Subparagraph 2 6 19), postage and handling of Drawings, Specifications and other documents, including faxes and delivery service as needed 9 2.1.3 If anthonzed in advance by the Owner, expense of overtame work reqmrmg tugher than regular rotes 9.2.1.4 Expense of renderings, models and mock-ups requested by the Owner 9.2.1.5 Expense of computer-reded design and draining eqmpment t~me when used in connection wath the ProJect 9.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES 9 3.1 Payments for Basic Services shall be made monthly and, where applicable, shall be m proportion to services performed wathm each phase of service, on the basis set forth m Subparagraph 10 1 2 Agreement for Architectural Services - Page 14 of 17 9.3.2 If and to the extent that the time imtially established in Subparagraph 10 4 1 of this Agreement is exceeded or extended through no fault of the Architect, compensation for any services rendered dunng the adcht~onal period of tune shall be computed an the manner set forth m Subparagraph 10 2 2 9 3.3 When compensation is based on a percentage of Construction Cost and any portions of the Project are deleted or othervase not constructed, compensauon for those porUons of the Project shall be payable to the extent services are performed on those portions, in accordance with the schedule set forth in Subparagraph 10 1 2 based on (1) the lowest bona fide bid or (2) if no such bid or proposal is received, the most recent prehmlnary cremate of Construction Cost or detailed estimate of Construction Cost for such portions of the Project 9 4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES 9.4.1 Payments on account of the Arctutect's Additional Services and for Reimbursable Expenses shall be made monthly upon presentation of the Arctutect's statement of services rendered or expenses mcurred 9.5 PAYMENTS WITHHELD 9.5.1 No deductions shall be made from the Architect's compensataon on account of penalty, hqmdated damages or other sums w~thheld from payments to contractors, or on account of the cost of changes m the Work other than those for wluch the Arcbatect as responsable 9.6 ARCHITECT'S ACCOUNTING RECORDS 9.6.1 Arclutect shall make avmlable to Owner or Owner's authorized representative records of Reimbursable Expenses and expenses pertmmng to Addatlonal Services and services performed on the basis of a multiple of D~rect Personnel Expense for mspectton and copying dunng regular busaness hours for three years after the date of the final Certificate of Payment, or until any litigation related to the Project is final, wtuchever date is later ARTICLE 10 BASIS OF COMPENSATION The Owner shall compensate the Ardutect as follows 10.1 BASIC COMPENSATION 10 1.1 FOR BASIC SERVICES, as described in Article 2, and any other services included Article 11 as part of Basic Services, Basle Compensation shall be $374,594 00 also see attached Exhibit A Agreement for Architectural Services - Page 15 of 17 10.1 2 2 Progress payments for Basic Services m each phase shall total the following percentages of the total Basic Compensation payable Schamat~c Design Phase 15% Design and Development Phase 20% Construction Documents Phase 30% Bidding Phase 10% Constmchon Phase 25% Total Basic Compensation 100% 10.2 COMPENSATION FOR ADDITIONAL SERVICES 10.2.1 FOR PROIECT REPRESENTATION BEYOND BASIC SERVICES, as described m Paragraph 3 2, compensation shall be computed as follows 10.2.2 FOR ADDITIONAL SERVICES OF THE ARCHITECT, as described m Amcles 3 and 11, other than (1) Adchtlonal Project Representation, as described m Paragraph 3 2, and (2) services included m Article 11 as part of Addmonal Services, but excluding services of consultants, compensalaon shall be computed as follows See attached schedule, Exlublt B 10 2.3 FOR ADDITIONAL SERVICES OF CONSULTANTS, including adchtlonal structural, meehamcal and electrical engmeermg services and those pmwded under Subparagraph 3 4 16 or identified in Amcle 11 as part of Addltaonal Services, a multiple of 1 0 tunes the amounts billed to the Arcbatect for such serwees 10.3 REIMBURSABLE EXPENSES 10.3.1 FOR REIMBURSABLE EXPENSES, as described m Paragraph 9 2, and any other items included m Amele 11 as Reimbursable Expenses, a multaple of 1 0 txmes the expenses incurred by the Architect, the Axeh~tact's employees and consultants in the interest of the Project 10 4 ADDITIONAL PROVISIONS 10.4.1 IF THE BASIC SERVICES covered by thru agreement have not been completed wattun 30 months of the date of exeeutaon hereof, through no fault of the Arclutect, extension of the Arctutect's services beyond that time shall be compensated as pmwded ~n Subparagraphs 9 3 2 and 1022 10.4.2 Payments are due and payable tlurty (30) days from the date of the Axclutect's mvmce Amounts for services properly performed whach remain unpmd sixty (60) days after the mvmee date shall bear mterest at the rate of one (1%) percent per month ARTICLE 11 OTHER CONDITIONS OR SERVICES Agreement for Architectural Services - Page 16 of 17 IL1 Architect shall maintain, at no expense to Owner, a professlonal habthtY (errors and onuss~ons) insurance policy placed with a company rated at least B+/X by Best's Key Rating Guide, authorized to do business m Texas, m an mount not less than one malhon dollars ($1,000,000) Such pohcy shall name the Owner as additional insured and shall reqmre the g~vmg of written notice to Owner at least tiurty days prior to eancellataon, non-renewal or material modification of any pohc~es, evidenced by remm receapt of Umted States Certified Mall Arctutect shall furmsh Owner with eop~es of said poheles or certificates evidencing such coverage 11 2 Arcbatect agrees to lndemmfy, hold harmless, and defend the City, at Arehtteet's cost, its officers, agents, and employees from and against any and all claims or suits for injuries, damages, loss, or hablhty of whatever land or character, arising out of or in connection with the performance by the Arcbateet of those services contemplated by this Agreement, based upon and arising out of neghgent acts or omissions of Arclutect, ars officers, agents, employees, consultants and subcontractors Ttus Agreement entered into as of the day and year first written above CITY OF DENTON, TEXAS, HHARCHITECTS OWNER ARCHITECT // EULINE BROCK, MAYOR / ATTESTED JENNIFER WALTER CITY SECRETARY APPROVED AS TO FORM HERBERT L PROUTY CITY ATTORNEY Agreement for Architectural Services - Page 17 of 17 EXHIBIT "A" February 26, 2001 Ms Eva Peele D~rector, Emily Fowler L~brary 502 Oakland Street Denton, Texas 76201 Re Architectural and Interior Destgn Servmes for New Denton North Branch L~brary Dear Eva We propose to provlde all Basic Arctutectural and eng~neenng services for the convemon of the emstmg grocery store ( formerly a Food L~on ) recently purchased by the C~ty, rote a 32,000 gross square foot branch library facthty, for a fixed fee of $299,994 Reimbursable expenses wall be ~n ad&t~on to thas contract mount and wall be billed at 1 0 t~mes cost Our proposal m based on 8 5% of the estimated cost of construction, including construction contingency and escalation The servmes to be prowded are mclus~ve from untml design studies through the completion of the construction Thru contract wall be wath HHArch~tects of Dallas, and includes our appropriate eng~neenng consultants and our hbrary Design consultant MS&R of Mtnneapohs MS&R wall also contract through HHArch~tects to provide Interior Design servmes for a fixed fee of $33,600 The ~ntenors contract services include design of furniture layouts ( to be done ~n conjunctmn wath the braiding demgn ), selectton of furmmre and materials, preparation of b~d&ng documents, assistance m purchasing furmshmgs and their receipt and ~nstallat~on m the famhty The Interiors contract ~s based on 7% of the estimated cost of furmshmgs-calculated at $15 per square foot of faclhty Reimbursable expenses will be m addmon and will be b~lled at 1 0 t~mes cost The total fee mount for the Contract wall be $374,594 See attached ProJect Budget and Project Schedule Any addmonal services mqmred dunng the project wall be performed only after an agreement of the scope of the services and a written approval from the C~ty representative We have based flus proposal on an assumption that the emst~ng drawings of the bml&ng are accurate and can be rehed on for beginning our demgn process We also assume that there will be no elements of the project that wtll reqmre testing of the s~te Arthttecture Planning bttenors 5910 N Central Pxpre~sway ·Sutte 1200 · Dallas Texaa 75206 972404 103~ 972404 10t6 Fax Based on discussions at our meetang w~th the C~ty on Wednesday January 3, 2001, we are ready to begln our work w~th a kmk-offmeetmg dunng the week of March 19t~, ffthe Contract xs approved by the C~ty Council at the March 6th meeting We are defimtely looking forward to working w~th you and your staff on th~s project If you or any others at the City have any questions eoncermng thru proposal please g~ve us a call to d~scuss ~J°~I/ prl2cSlpCalMCC°~ell~,rt~A EXHIBIT "B" SCHEDULE OF HOURLY RATES Principals $150 00/hour Project Managers $130 00/hour ProJect Arolutects $125 00/hour Arclu~ct$ $110 00/hour Techmcal Level 2 $ 65 00/hour Techmcal Level 1 $ 50 00/hour S~auor Intcmor Designer $ 80 00/hour Interior Design Staff $ 65 00/hour Semor Constru~on Admmlslrator $125 00/hour ConstructiOn Admuustrator $110 00/hour Cle~cal 2 $ 50 00/hour Cleacal 1 $ 45 00/hour Archttecture Planntng Intertors 5910 N Central ~xprtsswa) Sutte 1200 · Dallas Texas 75206 9724041034 9724041036Fax