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2001-375FILE REFERENCE FORM 2001-375 Additional File Exists Additional File Contains Records Not Public, According to the Public Records Act Other FILE(S) Date Initial Change Order Number One - approved by staff Change Order Number Two 05/14/2002 Change Order Number Three 02/17/2004 AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT (PSA) WITH HUITT-ZOLLARS, FOR THE DESIGN OF SOLID WASTE FACILITIES AS SET FORTH IN THE CONTRACT; AND PROVIDING AN EFFECTIVE DATE (PSA 2685 - PROFESSIONAL SERVICES AGREEMENT FOR DESIGN OF SOLID WASTE FACILITIES AWARDED TO HUITT-ZOLLARS, FOR A TOTAL AMOUNT OF $198,000). WHEREAS, The professional services provider (the "Provider) mentioned in this ordinance is being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed professional services; and WHEREAS, The fees under the proposed contract 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 City Manager is hereby authorized to enter into a professional service contract with the Provider, Huitt-Zollars, to provide professional services for the design of the Solid Waste Facilities for Preliminary Design Phase, Final Design Phases and Construction Phase as set forth in the contract, a copy of which is attached hereto and incorporated by reference herein. SECTION 2. The City Manager is authorized to expend funds as required by the attached contract. SECTION 3. The findings in the preamble of this ordinance are incorporated herein by reference. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the 6~/~"-~day of /~~,~_ ,2001. EULINE BROCK, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY PSA 2685 -PROFESSIONAL SERVICES FOR LIBRARY ORDINANCE - 2001 REQUEST FOR PROPOSAL #2685 PROFESSIONAL SERVICES CITY OF DENTON SOLE) WASTE FACILITIES AGREEMENT FOR ARCHITECTURAL SERVICES This Agreement made as of the 2nd day of October, 2001 between the City of Denton, Texas, hereinafter referred to as "Owner", and Hmtt-Zollars, Inc, hereinafter referred to as "Arctutect" for the followmg ProJect Professional Services RFP 2685, Solid Waste Facfl~tses The Owner and Architect 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 semces performed by the Arclutect, Arclutect's employees and Architect's consultants as enumerated in Artmles 2 and 3 of this Agreement and any other services included m Article 11 1 1.2 The Arclutect's services shall be performed as expeditiously as lS consistent wath the lughest degree ofprofesslonal shll and care and the orderly progress of the Work Upon request ofthe Owner, the Arctutect shall subunt for the Owner's approval a schedule for the performance of the Architect's serrates whtch may be adjusted as the ProJect proceeds, and shall include allowances for periods of tune reqmred for the Owner's review and for approval of submissions by anthontles having junsdxctaon over the ProJect Tune limits estabhshed by tins schedule and approved by the Owner shall not, except for reasonable cause, be exceeded by the Archatect or Owner, and any adjustments to this schedule shall be mutually acceptable to both parties 1.1.3 The semces covered by ti'ns Agreement are subject to the tame lumtataons contained m Subparagraph 10 4 1 ARTICLE 2 SCOPE OF ARCHITECT'S BASIC SERVICES 2.1 DEFINITION 2 1 1 The Arclutect's Basic Semces consist of those described m Paragraphs 2 2 through 2 6 and any other semces ldanttfied in Amcle 11 as part of Basic Sermces, and include without hrmtatlon normal structural, mechamcal and electncal engmeenng services and any other engmeenng services necessary to produce a complete and accurate set of Construction Documents, as described by and required m Paragraph 2 4 2.2 SCHEMATIC DESIGN PHASE 2 2 1 The Arctutect, m consultat~on with the Owner, shall develop a written program for the Project to ascertain Owner's needs and to establish the requirements for the ProJect REQUEST FOR PROPOSAL #2685 PROFESSIONAL SERVICES SOLE) WASTE FACII,ITIES CITY OF DENTON 2 2.2 The Arcintect shall pro'nde a prelmunary evaluation of the Owner's program, constmctaon schedule and construction budget reqmrements, each m terms of the other, subject to the lmutatlons set forth m Subparagraph 5 2 1 2 2 3 The Arcintect shall rewew w~th the Owner alternative approaches to design and constructaon of the ProJect 2 2.4 Based on the mutually agreed-upon program, schedule and constmctaon budget requirements, the Arcintect shall prepare, for approval by the Owner, Schematac Design Documents consisting of drawings and other documents illustrating the scale and relataonstup of Project components The Schematac Design shall contemplate compliance w~th all applicable laws, statutes, ordinances, codes and regulataons 2 2.5 The Arcintect shall submit to the Owner a preinnlnary detailed esttmate of Conslructaon Cost based on current area, volume or other umt costs and winch mdmates the cost of each category of work revolved m constructing the ProJect and estabhshes an elapsed tame factor for the period of tame from the commencement to the completion of construcuon 2.3 DESIGN DEVELOPMENT PHASE 2 3.1 Based on the approved Schematic Design Documents and any adjustments authonzed by the Owner m the program, schedule or construction budget, the Arcintect shall prepare for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe the s~ze and character of the ProJect as to arcintectural, structural, mechamcal and electrical systems, matenals and such other elements as may be appropriate, winch shall comply with all apphcable laws, statutes, ordinances, endes and regnlatmns Notwlthstandmg Owner's approval of the documents, Arcintect warrants that the Documents and spemficataons will be sufficient and adequate to fulfill the purposes of the Proj eot 2.3 2 The Arcintect shall adwse the Owner of any adjustments to the prehmmary estnuate of Constmctaon 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 m the constmctmn budget authonzed by the Owner, the Arcintect shall prepare, for approval by the Owner, Constructmn Documents consisting of Drawmgs and Specfficataons setting forth m detml reqmrements for the constructaon of the Project, winch shall comply w~th all apphcable laws, statutes, ordinances, codes and regnlatmns 2.4 2 The Arcintect shall assist the Owner m the preparation of the necessary b~dchng mformataon, b~ddmg forms, the Cond~tmns of the contract, and the form of Agreement between the Owner and contractor 2 4.3 The Arcintect shall advise the Owner of any adjustments to previous prehnunary estnnates of Constructaon Cost mdmated by changes m reqmrements or general market conchtmns REQUEST FOR PROPOSAL #2685 PROFESSIONAL SERVICES CITY OF DENTON SOLID WASTE FACILITIES 2 4 4 The Arctntect shall assist the Owner m connection with the Owner's responsibility for filing documents requtred for the approval of governmental authorities having junsd~ctmn over the Project 2.5 BIDDING 2 5.1 The Arcbatect, following the Owner's approval of the Constmctmn Documents and of the latest prelmunary detmled estmaate of Construction Cost, shall assist the Owner m obtaining bads and assist m awarding and prepanng contracts for constmctaon 2.5 2 If the lowest bid for the construction of the ProJect exceeds the total construction cost of the Project as set forth m the approved Detalled Statement of Probable Construction Costs of the Project submitted by the Arctutect, then the Arctutect, at ~ts sole cost and expense, wall revise the Con- strucuon Documents as may be reqmred by the Caty to reduce or modify the quantity or quahty of the work so that the total construction cost of the ProJect wall not exceed the total constmctmn cost set forth m the approved Detmled Statement of Probable Construction Costs 2.6 CONSTRUCTION PHASE - ADMINISTRATION OF THE CONSTRUCTION CONTRACT 2 6.1 The Arclmtect's responslb~hty to provide Basra Servmes for the Constmetaon Phase under thas Agreement commences with the award of the Contract for Constmcixon and terminates at the ~ssuance to the Owner of the final Certtficate for Payment, unless extended under the terms of Subparagraph 9 3 2 2 6 2 The Architect shall provide detmled administration of the Contract for Construction as set forth below and m the edat~on of AIA document A201, General Conditions of the Contract for Con- stmetmn, current as of the date of tins Agreement, unless otherwase promded in tins Agreement 2.6.3 Construction Phase dutms, responsablht~es and lumtatxons of authority of the Arctutect shall not be resmcted, mochfied or extended wathout written agreement of the Owner and Arclutect 2 6 4 The Arctutect shall be a representatave of and shall adwse and consult w~th the Owner (1) dunng constmctaon, and (2) at the Owner's d~rectmn from tune to tune during the correctmn, or warranty period descnbed m the Contract for Constmctmn The Arctutect shall have authority to act on behalf of the Owner only to the extent provided m tins Agreement unless othenvase mochfied by wntten instrument 2 6 5 The Aretntect wall make s~te observatxon VlS~ts to the construclaon sxte on a penodm basis as reqmred to maintain an understanding of the progress of the work as to quality of the Work completed and to detenmne ~f the Work ~s being performed m a manner mdacatmg that the Work when completed will be m accordance wath the Contract Documents Arckntect shall pmwde Owner a written report subsequent to each on-sxte ws~t On the bas~s of on-site observatmns as an arelutect, the Archttect shall keep the Owner reformed of the progress and qualaty of the Work, and shall exercxse the utmost care and dahgence m chscovermg and promptly reporting to the Owner any defects or deficlencaes in the work of Contractor or any subcontractors The Arclutect represents that he wall REQUEST FOR PROPOSAL #2685 PROFESSIONAL SERVICES SOLID WASTE FACILITIES CITY OF DENTON follow the baghest professional standards in performing all services under tlms Agreement The Arclutect shall promptly correct any defective designs or specifications furmshed by the Arclutect at no cost to the Owner The Owner's approval, acceptance, use of or payment for all or any part of the Architect's serrates hereunder or of the ProJect itself shall m no way alter the Arctutect's obhgattons or the Owner's rights hereunder 2 6.6 The Arctutect shall not have control over or charge of and shall not be responsible for construction means, methods, techmques, sequences or procedures, or for safety precautions and pro- grams m connectmn with the Work The Architect shall not be responsible for the Contractor's schedules or fmlure to carry out the Work m accordance with the Contract Documents except insofar as such failure may result from Arctntect's negligent acts or omissions The Architect shall not have control over or charge of acts or omissions of the Contractor, Subcontractors, or their agents or em- ployees, or of any other persons performing portions of the Work 2 6.7 The Arclutect shall at all tunes have access to the Work wherever it ~s in preparatmn or progress 2 6 8 Except as may other~wse be provided in the Contract Documents or when d~rect commumcattons have been specially authorized, the Owner and Contractor shall commumcate through the Arcbatect Commumcatlons by and wath the Arclutect's consultants shall be through the Arctutect 2 6.9 Based on the Arclutect's observations at the site of the work and evaluations of the Contractor's Applications for Payment, the Arclutect shall review and certify the amounts due the Contractor 2 6 10 The Arctntect's certtfication for payment shall constitute a representation to the Owner, based on the Arctntect's observattons at the site as provided in Subparagraph 2 6 5 and on the data comprising the Contractor's Application for Payment, that the Work has progressed to the point lnch- cated and that the quahty of the Work ~s m accordance with the Contract Documents The foregoing representations are subject to minor deviations from the contract Documents correctable prior to c°mpletton and to specffic quahficatlons expressed by the Arctutect The msuance of a Certificate for Payment shall further constitute a representation that the Contractor is entntled to payment m the amount cemfied H°wever, the issuance of a Certificate for Payment shall not be a representation that the Arclutect has (1) reviewed construction means, methods, techmques, sequences or procedures, or (2) ascertained how or for what purpose the Contractor has used money previously p~ud on account of the Contract Sum 2.6 11 The Arctntect shall have the responsibility and authonty to reject Work winch does not conform to the Contract Documents Whenever the Arclutect considers it necessary or advisable for unplementat~on of the intent of the Contract Documents, the Architect will have authority to reqmre additional mspectton or testing of the Work in accordance with the promsIons of the Contract Documents, whether or not such Work is fabricated, installed or completed However, neither tins authority of the Arclutect nor a decision made m good faith either to exercise or not exercise such authority shall g~ve nsc to a duty or responsibility of the Arclutect to the Contractor, Subcontractors, material and eqmpment supphers, their agents or employees or other persons performing portions of the Work REQUEST FOR PROPOSAL $$2685 PROFESSIONAL SERVICES CITY OF DENTON SOLID WASTE FACILITIRS 2 6.12 The Arcintect shall review and approve or take other appropriate action upon Contractor's subrmttals such as 8hop Drawings, Product Data and Samples for the purpose of(i) de- termining comphance wath apphcable laws, statutes, ordinances and codes, and (2) determrmng whether or not the Work, when completed, wall be m comphance wath the reqmrements of the Contract Documents The Arcintect shall act w~th such reasonable promptness to cause no delay m the Work or m the constmcUon of the Owner or of separate contractors, winle allowing sufficient me m the Arctntect's professional judgment to permit adequate rewew Rewew of such submittals ~s not conducted for the purpose of deterrmrang the accuracy and completeness of other details such as drmensmns and quantities or for substantmtmg instructions for Installation or performance of equipment or systems designed by the Contractor, all of winch remain the responsibility of the Contractor to the extent reqmred by the Contract Documents The Arcintect's rewew shall not constitute approval of safety precautmns or, unless othenmse specffically stated by the Arcintect, of construction means, methods, tecinuques, sequences or procedures The Arcintect's approval of a specific stem shall not mdacate approval of an assembly of winch the item is a component When professional ce~fication of performance charactensttcs of materials, systems or eqmpment is reqmred by the Contract Documents, the Arcintent shall be entitled to rely upon such certification to estabhsh that the matenals, systems or eqmpment will meet the performance criteria reqmred by the Contract Documents 2.6 13 The Arcintect shall prepare Change Orders and Construction Change D~rectives, wath supporting documentation and data ffdeemed necessary by the Arcintect as prowded m Subparagraphs 3 1 1 and 3 3 3, for the Owner's approval and execution ~n accordance wath the Contract Documents, and may authorize minor changes m the Work not revolving an adjustment m the Contract Sum or an extension of the Contract Tune winch are not inconsistent wath the intent of the Contract Documents 2.6.14 On behalf of the Owner, the Arcintect shall conduct inspections to determine the dates of Substantial Completion and Final Completion, and shall ~ssue Certificates of Substantial and Final Completion The Arcintect wall receive and review written guarantees and related documents reqmred by the Contract for Construction to be assembled by the Contractor and shall ~ssue a final certificate for Payment upon comphance wath the reqmrements of the Contract Documents 2 6 15 The Arcintect shall interpret and prowde recommendations on matters concerning performance of the Owner and Contractor under the reqmrements of the Contract Documents on written request of e~ther the Owner or Contractor The Arcintect's response to such requests shall be made wath reasonable promptness and wathm any tune hmlts agreed upon 2.6 16 Interpretations and decls~ons of the Arcintect shall be consistent w~th the intent of and reasonably Inferable from the Contract Documents and shall be m writing or m the form of drawangs When malcmg such interpretations and antial decisions, the Arcintect shall endeavor to secure faithful performance by both Owner and Contractor, and shall not be hable for results or interpretations or decisions so rendered m good faith m accordance wath all the prowsmns of tins Agreement and m the absence ofneghgence REQUEST FOR PROPOSAL #2685 PROFESSIONAL SERVICES CITY OF DENTON SOLID WASTE FACILITIES 2 6 17 The Arclntect shall render written decisions wathn a reasonable tune on all clmms, chsputes or other matters m question between the Owner and Contractor relating to the execution or progress of, the Work as provided m the Contract Documents 2 6.18 The A-rctutect (1) shall render sermces under the Agreement m accordance with the lughest professmnal standards prevmhng m the Dallas-Fort Worth metroplex area, (2) wall reunburse the Owner for all damages caused by the defective designs the Arctntect prepares, and (3) by aclmowledgmg payment by the Owner of any fees due, shall not be released ~om any rights the Owner may have under the Agreement or dmumsh any of the Arclutect's obhgations hereunder ARTICLE 3 ADDITIONAL SERVICES 3 1 GENERAL 3 1 1 The sermces descnbed in tins Ar~cle 3 are not included in Basic Senqces unless so Identified m Article 11, and they shall be pa~d for by the Owner as provided m tlus Agreement, in addition to the compensation for Basra Sermces The services described under Paragraphs 3 2 and 3 4 shall only be,provxded if authonzed or confirmed mwnting by the Owner Arclutect's control, the Arcl'ntect shall notify the Owner pnor to co If services descnbed under Contingent Addlt~onal Sermces m Paragraph 3 3 are reqmred due to circumstances beyond the Owner deems that s ,~, .... .~ .... ~._~ . ~ . mmencmg such serwces If the uch s ...... o u~ao~u unuer ~'aragraph 3 3 are not reqmred, the Owner shall g~ve prompt written notice to the Arctntect If the Owner mdmates m writing that all or part of such Con- tmgent Addlttonal Sermces are not reqmred, the Architect shall have no obhgatlon to provide those services Owner wall be responsible for compensating the Arctutect for Contingent Additional Services only ~fthey are not reqmred due to the neghgence or fault of Arctntect 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 Arctntect shall provide one or more Project Representatives to adchtlonal on-s~te respons~blhties assist m carrying out such 3.2 2 P~oject Representatives shall be selected, employed and chrected by the Arclmtect, and the Arcbatect shall be compensated therefor as agreed by the Owner and Arclutect The duties, responsl- blhties and lmutations of authority of Project Representatives shall be as described m the echt~on of AIA Document B352 current as of the date of tins Agreement, unless otherwise agreed 3.3 CONTINGENT ADDITIONAL SERVICES 3 3 1 I'dalang material revisions m Drawangs, Specifications or other documents when such revisions are /nconsistent wath approvals or instructions previously given by the Owner, including revisions made necessary by adjustments m the Owner's program or Project budget, REQUEST FOR PROPOSAL #2685 PROFESSIONAL SERVICES CITY OF DENTON SOLID WASTE FACILITIES 2 Reqmred by the enactment or revmxon of codes, laws or regulations subsequent to the preparatmn of such documents, or 3 Due to changes reqmred as a result of the Owner's failure to render decision in a tanely manner 3 3 2 Providing services reqmred because of mgmficant changes m the ProJect including, but not hnnted to, raze, quahty, complexity, the Owner's schedule, or the method of bidding and contracting for construction, except for senqces reqmred under Subparagraph 2 5 2 3 3 3 Preparing Drawings, Specfficatlons and other documentation and supportmg data, and pmwdmg other services m connection w~th Change Orders and Construction Change Dlrectaves 3.3.4 Prowchng consultation concerning replacement of Work damaged by fire or other cause during construction, and furmshmg services reqmred m connection w~th the replacement of such Work 3 3 5 Provtdmg services made necessary by the default of the Contractor, by major defects or defimencms m the Work of the Contractor, or by fatlure of performance of either the Owner or Contractor under the Contract for Construction 3 3 6 Promdmg services in evaluating an extensive number of clmms submitted by the Contractor or others m connection with the Work 3.3.7 Proxadmg services m connection w~th a pubhc hearing, arbltratmn proceeding or legal proceechng except where the Archttect ~s party thereto 3 3 8 Preparing documents for alternate, separate or sequentml b~ds or providing services in connectton w~th bldchng or construction prior to the compleUon of the Constmctmn Documents Phase 3 4 OPTIONAL ADDITIONAL SERVICES 3 4 1 Prowdmg financial feasibility or other special studxes 3.4 2 Providing planning surveys, site evaluations or comparative studies of prospective sites 3 4 3 Proxadmg special surveys, enmronmental studies and subrmsmons mqmred for approvals of governmental authorities or others having junadmtion over the ProJect 3 4 4 Prowdmg services relative to future facthties, systems and eqmpment 3.4.5 Prowdmg sermces to investigate ex~sting conchtlons or facflmes or to make measured drawmgs thereof REQUEST FOR PROPOSAL #2685 PROFESSIONAL SERVICES CITY OF DENTON SOLID WASTE FACII~ITIBS 3 4 6 Promdmg sermces to venfy the accuracy of drawings or other information funushed by the Owner 3 4 7 Providing coordination of construction performed by separate contractors or by the Owner% own forces and coorchnation of services required m connectaon with construction performed and eqmpment supphed bythe Owner 3.4.8 Providing services in connection with the work of a construction manager or separate consultants retained by the Owner 3.4 9 Providing detmled quantity surveys or mventones of matenal, eqmpment and labor 3 4 10 Prowdmg analyses of owning and operating costs 3 4.11 Malang investigations, mventones ofmatenals or eqmpment, or valuations and detmled apprmsals of existing facilities 3 4 12 Providing assistance in the utahzatlon of eqmpment or systems such as testing, adjusting and balancing, preparation of operation and maintenance manuals, training personnel for operation and maintenance and consultation dunng operation 3.4.13 Proxadmg interior design and similar services reqmred for or m connection w~th the selection, procurement or mstallatmn of furmture, furmshmgs and related eqmpment 3 4 14 Providing services other than as provided in Section 2 6 4, after issuance to the Owner of the final Certificate for Payment and exp~ratmn of the Warranty penod of the Contract for Consmaction 3 4.15 Providing sermces of consultants for other than architectural, structural, mechamcal and electncal engineering portions of the Project provaded as a part of Basic Serrates 3 4 16 Promdmg any other sermces not otherwise included in ttus Agreement or not customarily furmshed m accordance with generally accepted arctutectural practice 3.4.17 Preparing a set of reproducible record drawings showing mgmficant changes m the Work made during construction based on marked-up pnnts, drawmgs and other data furmshed by the Contractor to the Arckntect ARTICLE 4 OWNER'S RESPONSIBILITIES 4 1 The Owner shall consult w~th the Arclutect regarding reqmrements for the ProJect, ~ncludmg (1) the Owner's objectives, (2) schedule and design constraints and cntena, including space reqmrements and relataonsbaps, flexlblhty, expendablhty, special eqmpment, systems and site reqmrements, as more specifically descnbed m Paragraph 2 2 1 REQUEST FOR PROPOSAL #2685 PROFESSIONAL SERVICES CITY OF DENTON SOLID WASTE FACILITIES 42 The Owner shall estabhsh and update an overall budget for the Project, including the Construction Cost, the Owner's other costs and reasonable contmgenmes related to all of these costs 43 If requested by the Arctutect, the Owner shall funush evidence that financial arrangements have been made to fulfill the Owner's obhgations under tins Agreement 44 The Owner shall designate a representattve authonzed to act on the Owner's behalf w~th respect to the ProJect The Owner or such authorized representative shall render decisions m a tnnely manner pertaining to documents submitted by the Arctutect m order to avoid unreasonable delay in the orderly and sequential progress of the Arclutect's services 45 The Owner shall furmsh surveys describing physical characteristics, legal lnmltatlons and utihty locations for the rote of the Project, and a written legal descnptton of the rote The surveys and legal reformation shall include, as applicable, grades and hnes of streets, alleys, pavements and adJOining property and structures, adjacent drainage, rights-of-way, restrictions, easements, encroachments, zomng, deed restrictions, boundaries and contours of the rote, locations, dnnenslons and necessary data pertaumng to ex~stmg buildings, other nnprovements and trees, and mformatxon concermng avmlable utuhty services and lines, both public and private, above and below grade, including inverts and depths All the mfonnation on the survey shall be referenced to a project bench- mark 4.6 The Owner shall furmsh the sermces of geotechmcal engineers when such serwces are requested by the Archttect Such serrates may include but are not hrmted to test borings, test p~ts, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corromon and resistivity tests, including necessary operattons for antlmpatmg sub-soil conth'aons, with reports end appropnate professmnal recommendations 4.61 The Owner shall furmsh the services of other consultants when such servmes are reasonably reqmred by the scope of the Project and are requested by the Arctutect and are not retained bythe Arctutect as part of~ts Basic Senates 47 The Owner shall furmsh structural, mechamcal, chermcal, mr and water pollution tests, tests of hazardous materials, and other laboratory and enmronmental tests, inspections and reports reqmred by law or the Contract Documents 4.8 The Owner shall furmsh all legal, accounting and insurance counseling services as may be necessary at any tune for the ProJect, including auditing services the Owner may reqmre to venfy the Contractor's Apphcations for Payment or to ascertain how or for what purposes the Contractor has used the money prod by or on behalf oft he Owner 49 The services, reformation, surveys and reports required by Paragraphs 45 through 48 shall be funnshed at the Owner's expense, and the Arckntect shall be entitled to rely upon the accuracy and completeness thereof m the absence of any negligence on the part of the Arclutect REQUEST FOR PROPOSAL #2685 PROFESSIONAL SERVICES CITY OF DENTON SOLID WASTE FACILITIES 4 10 The Owner shall g~ve prompt written nottce to the Arclutect if the Owner becomes aware of any fault or defect m the Project or nonconformance w~th the Contract Documents 4.11 Arctutect shall propose language for cemficates or certfficatlons to be requested of the Arclutect or Arclutect's consultants and shall subrmt such to the Owner for review and approval at least fourteen (14) days prior to executaon The Owner agrees not to request cert~ficaUons that would requtre knowledge or services beyond the scope of t!us Agreement ARTICLE CONSTRUCTION COST DEFINITION 5 1.1 The Construction Cost shall be the total cost or estanated cost to the Owner of all elements of the Project designed or specified by the Arctutect 5.1.2 The Construction Cost shall include the cost at current market rates of labor and matenals furmshed by the Owner and equipment designed, specified, selected or specially provided for by the Arctutect, plus a reasonable allowance for the Contractor's overhead and profit In addition, a reason- able allowan¢e for contmgenmes shall be included for market conrhtmns at the t~m¢ of bidding and for changes m the Work during construction 5.1.3 Constmchon Cost does not include the compensation of the Architect and Arctutect's consultants, [he costs of the land, rights-of-way, financing or other costs wtuch are the responslbthty of the Owner as promded m A.rtlcle 4 5.2 RESPONSIBILITY FOR CONSTRUCTION COST 5 2 1 Evaluatmns of the Owner's ProJect budget, prehmlnary esumates of Construction Cost and detmled estanates of Construction Cost prepared by the Arctntect represent the Arclutect's best judgment as a design professional fannhar with the construction industry It is recogmzed, however, that neither the Architect nor the Owner has control over the cost of labor, materials or eqmpment, over the Cogtraetor's methods of determining bid pnces, or over competitive bidding or market eon- dltlons Acdordmgly, the Arcintect cannot and does not warrant or represent that bids w~I1 not vary from the Owner's Project budget or from any estanate of Constmctmn Cost or evaluatton prepared or agreed to by the Arclutect $ 2.2 No fixed hrmt of ConstrucUon Cost shall be estabhshed as a concht~on ofttus Agreement by the furm$tung, proposal or estabhslunent of a Project budget, unless such fixed hrmt has been agreed upon,m writing and signed by the parties thereto If such a fixed hnnt has been established, the Arclutect shall be perrmtted to include contmgenmes for design, b~ddmg and price escalation, to determine what materials, equipment, component systems and types of construction are to be included m the Contract Documents, to make reasonable adjustments m the scope of the ProJect and to include m the Contract Documents alternate bids to adjust the Construchon Cost to the fixed hnnt Fixed REQUEST FOR PROPOSAL #2685 PROFESSIONAL SERVICES CITY OF DENTON SOLID WASTE FACILITIES lmuts, ~f any, shall be ancreased m the mount of an increase m the Contract Sm occumng aRer execuUon of the Contract for ConstmcUon 5 2 3 If the B~ddmg Phase has not commenced wathm 90 days after the Arcintect submits the ConstmcUon Documents to the Owner, any ProJect budget or fixed lmaat of ConstmcUon Cost shall be adjusted to reflect changes m the general level of prices m the constructmn industry between the date of subunssaon of the Constmctaon Documents to the Owner and the date on winch proposals are sought ARTICLE 6 USE OF ARCHITECT'S DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS 6.1 The Drawings, Speclficataons and other documents prepared by the Arcintect for tins ProJect are instruments of the Arelntect's servace for use solely with respect to tins ProJect and, unless otherwise provaded, the Arcintect shall be deemed the author of these documents and shall retain all common law, statutory and other reserved rights, mcludmg the copyright The Owner shall be permatted to retain copies, including reprodumble cop~es, of the Arcintect's Drawings, Specaficat~ons and other documents for mformataon and reference an connection w~th the Owner's use and occupancy of the Projeot The Arcintect's Drawings, Speelficataons or other documents shall not be used by the Owner or others on other projects for adchtaons to tins ProJect or for completaon of tins ProJect by others, unless tins Agreement as terminated because Arcintect as m default of tlus Agreement, at winch tune the documents become the property of the CaW of Denton 6 2 Subnnss~on or dashubutaon of documents to meet offimal regulatory reqmrements or for samflar purposes m connectton w~th the Project as not to be construed as pubhcatmn m derogatmn of the Arcintect's reserved nghts ARTICLE 7 TERMINATION, SUSPENSION OR ABANDONMENT 7.1 Arcintect may terrmnate tins Agreement upon not less than tinrty days written notme should the Owner foal substantaally to perform m accordance wath the terms of ti'ns Agreement through no fault of the Arcintect Owner may terminate tins Agreement or any phase thereof upon thn'ty (30) days pnor written no'ace to the Arcintect wath the understandmg that ammedlately upon receapt of such notme, all work and labor being performed under the Agreement shall cease munechately Before the end of the thn'ty (30) day penod, Arcl~teet shall invoice the Owner for all work at performed prior to the receipt of such notace No amount shall be due for lost or anticipated profits All plans, field surveys, and other data related to the ProJect shall become property of the Owner upon termmatmn of the Agreement and shall be promptly dehvered to the Owner in a reasonably orgamzed form Should Owner subsequently contract w~th a new arcintect for contmuatmn of serwces on the Proj eot, Arcintect shall cooperate m pmvadmg mformatton 7 2 If the Project ~s suspended by the Owner for more than 30 consecutave days, the Arctutect shall be compensated for sermces performed prior to not,ce of such suspansmn When the Project REQUEST FOR PROPOSAL #2685 PROFESSIONAL SERVICES CITY OF DENTON SOLID WASTE FACILITIES resumed, the Arclutect's compensation shall be eqmtably adjusted to provide for expenses recurred m the mterruptl0n and resumptton of the Arcbatect's sermces 7.3 Tlus Agreement may be tergnnated by the Owner upon not less than seven days written nottce to the Arctutect m the event that the Project is permanently abandoned If the ProJect abandoned by the Owner for more than 90 consecutive days, the Arclutect or the Owner may temunate tins Agreement by gavmg written notice 7 4 Failure of the Owner to make payments to the Arctutect m accordance with ttus Agreement shall be conmdered substantml nonperformance and cause for termmanon 7 5 If the Owner fmls to make payment to Arctntect w~ttun tturty (30) days of receipt of a statement for services properly performed, the Arctutect may, upon seven days written notice to the Owner, suspond performance of serrates under ttus Agreement Unless Arcintect receives payment m full within seven (7) days of the date of the notice, the suspension shall take effect wuthout further notice In the event of a suepenmon of services under tins sectton, the Architect shall have no habthty to the Owner for delay or damage caused the Owner because of such suspension of services 7.6 In the event of tennmatton not the fault of the Arcbatect, the Arclutect shall be compensated for services properly performed pnor to termination ARTICLE 8 MISCELLANEOUS PROVISIONS 8 1 This Agreement shall be governed by the laws of the State of Texas 8 2 Terms m tins Agreement shall have the same meamng as those ~n AIA Document A201, General Conchttons of the Contract for Constmctaon, current as of the date oftlus Agreement 8 3 The Owner and Arctutect, respectively, bmd themselves, their partners, successors, assigns and legal representatives to the other party to ttus Agreement and to the partners, successors, assigns and legal representatives of such other party wath respect to all covenants of tbas Agreement Neither Owner nor Arclutect shall asmgn thus Agreement w~thout the written consent of the other 8 4 Tlus Agreement represents the entire and integrated agreement between the Owner and Arctutect and supersedes all prior negotaatmns, representataons or agreements, either written or oral Tlus Agreement may be amended only by written mstrument mgned by both Owner end Arclutect 8 5 Notlung contained m t/us Agreement shall create a contractual relatlonslup w~th or a cause of ac'non m favor of a thard party agmnst either the Owner or Arclutect 8 6 Unless otherwise promded m tins Agreement, the Arclutect and Arcbatect's consultants shall have no responslb~hty for the discovery, presence, handling, removal or dmposal of or exposure of persons to hazardous materials m any form at the ProJect s~te, including but not lamted to asbestos, asbestos products, polychlormated Inphenyl (PCB) or other toxic substances, provided, however, REQUEST FOR PROPOSAL #2685 PROFESSIONAL SERVICES CITY OF DENTON SOLID WASTE FACILITrRS Arclutect shall have the responsibility to and shall report to the Owner the locatton of any hazardous matenal that an arctutect of sumlar sl~ll and expertise should have noticed 8.7 Upon receipt of pnor written approval of Owner, the Arclutect shall have the nght to include representatmns of the design of the Project, mcluchng photographs of the exterior and interior, among the Arctntect's promottonal and professional matenals The Arclutect's materials shall not include the Owner's cordident~al or propnetary mformatton if the Owner has prewously admsed the Arclntect m writing of the specific mfonnat~on considered by the Owner to be confidential or prepnetary The Owner shall promde professional crecht for the Arctntect on the constmctmn sign and m the promotional matenals for the ProJect ARTICLE 9 PAYMENTS TO THE ARCHITECT 9.1 DIRECT PERSONNEL EXPENSE 9.1 1 D~rect Personnel Expense is defined as the d~rect salaries of the Arctutect's personnel engaged on the Project and the pomon of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions and smular contnbutmns and benefits 9.2 REIMBURSABLE EXPENSES 9.2 1 l~elmbursable Expenses are m addttlon to compensation for Basic and Additional Services and include expenses recurred by the Archtect and Arclutect's employees and consultants m the interest ofthelProject, as ldentffied m the following Clauses 9,2.1.1 Expense of transportation m connection with the ProJect, expenses in connection wath authorized travel outside the metroplex area, long-chstance commumcatlons, and fees pa~d for secunng approval of authorities having junschctlon over the Project 9~2.1.2 Expense of reproductmns postage and handling of Drawings, Specfficat~ons and other documents 9.2.1.3 If authonzed m advance by the Owner, expense of overtime work requmng hlgher than regular rates 9.2.1.4 Expense ofrendenngs, models and mock-ups requested by the Owner 9 2.1.5 Expense of computer-reded design and drafting equipment t~me when used m connection with the Project REQUEST FOR PROPOSAL #2685 PROFESSIONAL SERVICES SOLID WASTE FACILITJ[ES CITY OF DENTON 9.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES 931 Payments for Basic Services shall be made monthly and, where apphcable, shall be m Proportion to serrates Performed witlun each phase of senqce, 1022 on the basra set forth m Subparagraph 932 If and to the extent that the tame nnt~ally estabhshed m Subparagraph 1041 of tlns Agreement ~s exceeded or extended through no fault of the Arclutect, compensation for any services rendered during the adchhonal period of t~me shall be computed m the manner set forth m Subparagraph 1022 93.3 When compensatmn ~s based on apercentage of Constmctmn Cost and anyporflons of the ProJect are deleted or otherwise not constructed, compensation for those pomons of the Project shall be payable to the extent services are performed on those po~ons, m accordance with the schedule set forth m Subparagraph 1022 based on (1) tho lowest bona fide b~d or (2) fine such b~d or proposal m received, the most recent prelnnmary estnnate of Constructmn Cost or detmled estimate of Constructton Cost for such portmns of the ProJect 9 4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES 9.4 1 Payments on account of the Architect's Add~aonal Sermces and for Reimbursable Expenses shall be made monthly upon presentatmn of the Arclutect's statement of servmes rendered or expenses mcurr,d 95 PAYMENTS WITHHELD 95.1 No deductions shall be made from the Arclutect's compensation on account of penalty, hqmdated damages or other sums withheld from payments to contractors, or on account of the cost of changes the m Work other than those for wlnch the Arctntect is responsthle 9.6 ARCHITECT,S ACCOUNTING RECORDS 96.1 Arcbatect shall make avmlable to Owner or Owner's anthonzed representatave records of Renubursable Expenses and expenses pertaining to Adcht~onal Sermces and servmes performed on the basra of a multaple of Dtrect Personnel Expense for mspectmn and copying during regular business hours for three years after the date of the final Ceraficate of Payment, or until any ht~gat~on related to the Project ~s final, wtnchever date ~s later REQUEST FOR PROPOSAL #2685 PROFESSIONAL SERVICES SOLID WASTE FACILITIES CITY OF DENTON ARTICLE 10 BASIS OF COMPENSATION The Ov~ner shall compensate the A.rclutect as follows 10 1 BASIC COMPENSATION 10 1 1 FOR BASIC SERVICES, as described m Artmle 2, and any other sermces included m Article 11 as part of Bas~c Servuces, Basic Compensatmn shall be as indicated m the Exlub~t A for Option 2 (attaohed letter of proposal dated September 13, 2001) 10 1.2 Progress payments for Bas~c Serrates m each phase shall total the following percentages of the total Bas~¢ Compensation payable Schematic Design Phase Design and Development Phase Constmctmn Documents Phase B~ddmg Phase Constmctmn Phase Total Basic Compensatmn 15% 20% 30% 10% 25% 100% 10 2 COMPENSATION FOR ADDITIONAL SERVICES 10.2 1 FOR PROJECT REPRESENTATION BEYOND BASIC SERV , Paragraph 3 2 comCens h~l~ h ....... ICES_ as descnbed ~n , _ atlon s ..... om uted m P the hours rate schedule attached or fixed fee based on the scope defined m the Exl~b~ts A and B 10 2 2 FOR ADDITIONAL SERVICES OF THE ARCHITECT, as described m Articles 3 and 11, other than (1) Addmonal ProJect Representataon, as dascnbed ~n Paragraph 3 2, and (2) servmes included m Artlcle 11 as part of Addattonal Servmes, but excluding servmes of consultants, compensatmn shall be computed per the attached Standard Rate Schedule Dates April 1, 2001, as Extnb~t B 10 2.3 FOR ADDITIONAL SERVICES OF CONSULTANTS, including additional structural, mechamcal and electrical engineering sermces and those provided under Subparagraph 3 4 16 or ~den- t~fied m Amcle 11 as part of Adcht~onal Serrates, a multiple of 1 1 tnues the amounts balled to the Arctntect for such services 10.3 REIMBURSABLE EXPENSES 10 3.1 FOR REIMBURSABLE EXPENSES, as descnbed ~n Paragraph 9 2, and any other ~tems included m Amcle I 1 as Ren'nbursable Expenses, a multiple of 1 10 tmaes the expenses recurred by the Arclutect, the Amtntect's employees and consultants m the mtcrest of the Project 19 REQUEST FOR PROPOSAL #2685 PROFESSIONAL SERVICES CITY OF DENTON SOLID WASTE FACILITIES 10.4 ADDITIONAL PROVISIONS 10.4.1 IF THE BASIC SERVICES covered by this agreement have not been completed w~thm one year of the date of execuuon hereof, through no fault of the Architect, extension of the Arclutect's serwces beyond that Ume shall be compensated as provided m Subparagraphs 9 3 2 and 10 2 2 10.4.2 Payments are due and payable forty-five (45) days from the date of the Architect's mvmce Amounts for servmes properly performed whmh remmn unpmd s~xty (60) days after the m- voice date shall bear interest at the rate of one (1%) percent per month ARTICLE 11 OTHER CONDITIONS OR SERVICES 11.1 Architect shall mamtmn, at no expense to Owner, a professional habflity (errors and om~sstons) insurance pohcy placed with a company rated at least A/X by Best's Key Rating Grade, authorized to do business m Texas, m an amount not less than two million dollars ($2,000,000) Such policy shall name the Owner as addlUonal insured and shall reqmre the g~vmg of written not~ce to Owner at least thirty days prior to cancellation, non-renewal or material modification of any pohcies, evidenced by return receipt of Umted States Cer~ffied Marl Architect shall furnish Owner with copies of smd pohmes or certrficates evidencing such coverage 11 2 Archttect agrees to ~ndemmfy, hold harmless, and defend the City, at Architect's cost, its officers, agents, and employees from and against any and all claims or suits for injuries, damages, loss, or habthty of whatever kind or character, arising out of or ~n connection with the performance by the Architect of those servtces contemplated by this Agreement, based upon allegaUons of negligent acts or omiss~ons of_Architect, ~ts officers, agents, employees, consultants and subcontractors This Agreement entered rotc as of the day and year first x tten~°v¢ / I~u~ tt-gol lars~ OWNER CITY MANAGER ATTEST. WITNE S S HLIITr-ZOLL4RS EXHIBIT I~uRt Zollars In¢ / SOO W 7th Slcset / SuRe 3OO ! Foe! Worth Taxes 76102 4728 / Phone (817) 335 3000 / Motto (817) 429-12~1 I Fax (81 ?) 335 1035 September 13, 2001 Ms Clmsty A Sk~rchak Capital Projects Administrator City of Denton 90lB Texas Street Denton, Texas 76201 RE' DENTON SOLID WASTE FACILITIES HZI NO. 03-0787.01 Ms Skarchak Hmtt-Zollars lnc (HZI) has completed the programming efforts for the referenced project We are subnuRmg ten (10) copies of the program document to Mr Charles Fledler, P E, Director of Engineering for dlstnbutlon to appropriate City of Denton representatives At this time I am proposing our fees for services for the final destgn and construction phase serwces for the project The program identifies two options for stung the project As a result, there are two different t~tal project costs, due to differences tn construction scope assocmted w~th the individual sites Tlus results in different associated design costs The proposed design and construction administration fees are as follows Option I Facility sited near the intersection of Mayhfll and Spencer Roads Design Fee Construction Administration Total $179,000 34.000 $213,000 Option 2 Facility sitedfacmgFoger Road Design Fee $167,000 Con~mction Admim~ratlon 31,000 Total $198,000 We propose these services on fixed fee basis Ms Christy A Shrchak City of Denton September 13, 2001 ~age 2 of 3 SCOPE OF SERVICES Destgn. Prepare a Design Cntena Document (as outhned m the Programmm8 Proposal) to further clanfy the scope of the construction and to ldentl~ specific bud&n8 systems and matenals 2 Provide design for the facilities as programraed and documented in thc "City of Denton Solid Waste Facdltl~ Preliminary Space Program", dated September 2001, prepared by Hultt- Zollars, Inc The design mqmrements are outlined m the city's RFP # 2685, Professional Services - ME Design of Sohd Waste Facilities We will prowdc design and review submittals at the Design Development (35%), Midpoint (65%) and Final (100 %) design phases of tho proJect 3 At each phase we will prepare or update an estimate of probable construction cost 4 We will participate in design reviews with the city staff and document responses to review comments, with appropriate actions Maintain and update as appropriate a project schedule Tlus schedule will be mmntamed throughout the design and construction phase as general milestone tmchng and documentation Dunng constmcUon the contractor vail be required to maintam a detailed construction schedule as well (~0nstructlon Administration 1 Prepare documents for bidding for all technical aspects of the project 2 Prowde reproducible documents for th~ city's use in the bidding process 3 Assist in the bid analysis and contracts recommendation 4 Conduct pm-bid and pre-construction meetings with the city staff Review construction subnuttals and shop dravangs HZI will mmntam a complete set of all submittals for our file and will, if requnsted, maintain a duplicate set for the city's record If necessary, respond to Request for Information (RFIs) and as appropriate proxode revised documents for the contractor's use 7 At our discretion, we wilt visit the site to mmntam an understanchng of the status of the progress o£tho work Participate m the final project acceptance process This will include walk through of the project with the contractor to generate "punch lists", and to review completion of the project scope and punch list items These activities will take place with the city's representatives for their acceptance and final approval of the construction Ms Christy A Shrchak City of Denton September 13, 200I Page 3 of 3 / There are a number of ad&trcnal activities that vall be rcqmrcd These serwces arc not included m the Construction Administration, but can be provided by HZI under separate proposal These can be performed on an hourly basis or as a fixed fee Thcsc additional services include the follovang · Contract administration llus includes all pay requests reviews and comfications · Weekly owner's constructton mcetllags · Regular site ,aslts to monitor and report constmchon progress · Testing or momtonng installation of construction components Testing activities include gcotechmcal investigat~on required for design, construction matcnals testing and test associated with start-up of HVAC or eloctncal systems (HZI does not have testing capabilities, but can pro~ide sub-contract sennces for these) · Comtmouon stahng , Full or part time constmcUon observation Addmon~l services, if requested for pnnang, mailings, travel of other similar activities, if requested, vail be billed at our cost plus ten percent We anticipate Ute design phase of this project to commence with city council's approval of our contract Currently our contract is expected to be before council on October 2, 2001 The programming document includes a project desigu and construction schedule based on this date If approval is not provide at that meeting of the council, the schedule will be slipped accordingly I understand that this proposal will be used to generate a city contract The "Agreement for Architectural Services" provided vath lhe RFP ~2685 is assumed to be basis for the contract We are familiar vath this document and at this time have no issues that require immediate attention If should have any questious or comments, please call Smceroly, HUIT~'-ZOLLARS, INC Charles T Aldredgc, P E Vice Presidcnt/PrcF,~t Manager xc Robot L Shtpley, P E H yroj~030?8?01~Adwan~eplemb~r 13 proposal doc EXHIBIT "B" FORT WORTH HUITT-ZOLLARS, INC BASIS FOR PROFESSIONAL FEES AND CHARGES April t, 2000 ProJects ~ndlcated to be performed on a "Time and Matenals" bas~s w~ll be invoiced monthly using actual direct salary cost for the persons working on the proJect braes a multlpher which ~s an overhead factor, ~ncludlng profit The current year multipher is 2 44 The general ranges of direct salar7 cost for various employees are as follows Semor Officer, Pnnc~pal Architect/Engineer VII, VIII, Officer Architect/Engineer IV, V, VI Architect/Engineer I, tl, III Designer I through Designer Manager CADD Tech I through Supervisor Project Support Includes Clerical, Computer Systems, Document Control, and Accounting Support $55 00 to $110 00 $35 00 to $ 70 00 $25 00 to $ 50 00 $21 00 to $ 45 O0 $21 00 to $ 45 O0 $10 00 to $ 35 00 $ 700to$ 2800 SURVEY CREWS WILL BE INVOICED ON AN HOURLY RATE BASIS 1 Person Robotic Total Station Crew 2 Person Total Station Crew 3 Person Crew 4 Person Craw 1 Person CPS Crew 2 Person CPS Crew 3 Person CPS Crew $ 75 00 $ 95 00 $115 00 $135 O0 $140 00 $160 00 $185 00 HOURLY BILLING RATES EXPERTWITNESS Testimony $260 00 Standby $130 00 Preparation $130 00 REIMBURSABLE EXPENSES WILL BE INVOICED AS FOLLOWS In House Blue Prints In House Photocopies Outside Services M~leage $ 0 20/ft2 $ 0 10/page Cost + 10% $ 0 345/m~le