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2000-254 ORDINANCE NO ~000-~4 AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH MESA DESIGN GROUP TO PROVIDE DESIGN, CONSTRUCTION DOCUMENTS AND OVERSIGHT SERVICES AT NORTH LAKES PARK FOR THE CITY OF DENTON PARKS DEPARTMENT AS SET FORTH IN THE CONTRACT, PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFORE, AND PROVIDING AN EFFECTIVE DATE (PSA 2558 - PROFESSIONAL SERVICES AGREEMENT FOR DESIGN, CONSTRUCTION DOCUMENTS AND OVERSIGHT SERVICES AT THE NORTH LAKES PARK AWARDED TO MESA DESIGN GROUP IN THE AMOUNT OF $130,000) WHEREAS, the professional services provider (the "Provider) mentioned in tins ordinance lS 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 apphcable to the Provlder'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 I The City Manager is hereby authorized to enter into a professional service contract with the Provider, Mesa Design Group for the Design Construction Documents and Oversight Services pertalmng the City of Denton Parks & Recreation Department, a copy of winch is attached hereto and incorporated by reference herein SECTION II The City Manager is authorized to expend funds as rcqmred by the attached contract SECTION III The findings m the preamble of tins ordinance are incorporated herein by reference SECTION IV This ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED tins the /,~-~ day of /f.~2dd.~ ,2000 EULINE BROCK, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY PSA 2558 - CONTRACTUAL FOR PROFESSIONAL SERVICES ORDINANCE 2000 AGREEMENT FOR ARCHITECTURAL SERVICES This Agreement made as of the 24th day of July, 2000 between the City of Denton, Texas, hereinafter referred to as "Owner", and Mega De~,Lgn Gm.p~ Inc.: hereinafter referred to as "Architect" for the following Project North ! ~ake~q Park The Owner and Architect agree as set forth below ARTICLE 1 ARCHITECT'S RESPONSIBILITIES 1 1 ARCHITECT'S SERVICES 1 1 1 The Architect's services consist of those services performed by the Architect, Architect's employees and Architect's consultants as enumerated ~n Articles 2 and 3 of this Agreement and any other services included in Article 11 1 1.2 The Architect's services shall be performed as expeditiously as is consistent with the h~ghest degree of professional skdl and care and the orderly progress of the Work Upon request of the Owner, the Architect shall submit for the Owner's approval a schedule for the performance of the Architect's services which may be adjusted as the Project proceeds, and shall ~nclude allow- ances for periods of time required for the Owner's review and for approval of submissions by authorities having junsdmtlon over the Project Time hm~ts established by this schedule and approved by the Owner shall not, except for reasonable cause, be exceeded by the Architect or Owner, and any adjustments to this schedule shall be mutually acceptable to both parties 1 1 3 The services covered by this Agreement are subject to the time hm~tations contmned in Subparagraph 10 4 1 ARTICLE 2 SCOPE OF ARCHITECT'S BASIC SERVICES 2 1 DEFINITION 2 1.1 The Architect's Basic Services consist of those described in Paragraphs 2 2 through 2 6 and any other services identified in Article 11 as part of Basic Services, and ~nclude without hml- tat~on normal structural, mechanical and electrical engineering services and any other engmeenng serwces necessary to produce a complete and accurate set of Construction Documents, as described by and reqmred in Paragraph 2 4 PAGE 1 22 SCHEMATIC DESIGN PHASE 221 The Architect. m consultatxon with the Owner. shall develop a written program for thc Project to ascertmn Owner's needs and to cstabhsh thc requirements for the Project 222 The Architect shall prowde a prehmmary evalua, on of the Owner's program. constructmn schedule and construction budget requirements, each m terms of the other, subject to the hm~tat~ons set forth in Subparagraph 521 223 The Architect shall review w~th the Owner alternative approaches to design and construction of the Project 224 Based on the mutually agreed-upon program, schedule and constructxon budget requirements, the Archttect shall prepare, for approval by the Owner. Schcmat;c Design Documents consisting of drawings and other documents lllustratmg the scale and relationship of Project components The Schematic Design shall contemplate comphancc w~th all apphcable laws. statutes, ordinances, codes and regulations 22.5 The Architect shall submit to the Owner a prehmmary detailed estimate of Construcnon Cost based on current area. volume or other umt costs and whmh mdmates the cost of each category of work ~nvolved m constructing the Project and cstabhshcs an elapsed t~me factor for the per~od of t~me from the commencement to the completion of construction 23 DESIGN DEVELOPMENT PHASE 231 Based on the approved Schematic Design Documents and any adjustments authorized by the Owner m thc program, schedule or construction budget, thc Architect 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 architectural, structural. mechanical and electrical systems, materials and such other elements as may be appropriate, whmh shall comply w~th all applicable laws. statutes, ordxnances, codes and regulations Notwithstanding Owner's approval of the documents. Archttect wan'ants that thc Documents and specifications w~ll be sufficient and adequate to ful~ll the purposes of the Project 232 The Architect shall adwse the Owner of any adjustments to the prehm~nary estimate of Construction Cost xn a further Detailed Statement as described m Paragraph 225 24 CONSTRUCTION DOCUMENTS PHASE 241 Based on the approved Design Development Documents and any further adjustments m the scope or quality of the Project or m thc construcnon budget anthor~zed by the Owner. thc Ar- chxtect shall prepare, for approval by the Owner. Construcnon Documents consisting of Drawmgs and Speclficatmns setting forth ~n detml reqmremcnts for the construction of the Project. which shall comply w~th all apphcablc laws. statutes, ordinances, codes and regulations PAGE 2 2 4 2 The Architect shall assist the Owner in the preparation of the necessary bidding information, b~ddIng 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 preliminary estimates of Construction Cost indicated by changes in requirements or general market conditions 2 4 4 The Architect shall assist the Owner In connection with the Owner's responslblhty for filmg documents required for the approval of governmental authorities having jurisdiction over the ProJect 2 5 BIDDING 2 5.1 The Architect, following the Owner's approval of the Construction Documents and of the latest preliminary detailed estimate of Construction Cost, shall assist the Owner in obtmnlng bids and assist in awarding and prepanng contracts for construction 2 5.2 If the lowest bid for the construction of the ProJect exceeds the total construction cost of the ProJect as set forth ~n the approved Detailed Statement of Probable Construction Costs of the ProJect submitted by the Architect, then the Architect, at its sole cost and expense, will revise 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 w~ll not exceed the total construction cost set forth in the approved Detailed Statement of Probable Construction Costs 2 6 CONSTRUCTION PHASE - ADMINISTRATION OF THE CONSTRUCTION CONTRACT 2 6 1 The Architect's respons~blhty to provide Basic Services for the Construction Phase under this Agreement commences with the award of the Contract for Construction 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 detailed adm~nlstratlon of the Contract for Construction as set forth below and In the edition of AIA document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement, unless otherwise provided In this Agreement 2 6 3 Construction Phase duties, responsibilities and limitations of authority of the Architect shall not be restricted, modified or extended without written agreement of thc Owner and Architect 2 6.4 The Architect shall be a representative of and shall advise and consult with the Owner (1) dunng construction, and (2) at the Owner's direction from time to time dunng the correction, or warranty period described in the Contract for Construction The Architect shall have authority to PAGE 3 act on behalf of the Owner only to the extent provided in this Agreement unless otherwise modified by written instrument 2 6 5 The Architect shall inspect the construction site at least once per month, regardless of whether construction is in progress, to become familiar with the progress and quality of the Work completed and to determine if the Work is being performed in a manner indicating that the Work when completed will be in accordance with the Contract Documents Architect shall provide Owner a written report subsequent to each on-site visit On the basis of on-site observations as an architect, the Architect shall keep the Owner informed of the progress and quality of the Work, and shall exem~se the utmost care and diligence in dlscovenng and promptly reporting to the Owner any defects or deficiencies m the work of Contractor or any subcontractors The Architect represents that he will follow the highest professional standards in perfonmng all services under this Agreement The Architect shall promptly correct any defective designs or specifications furnished by the Architect at no cost to the Owner The Owner's approval, acceptance, use of or payment for all or any part of the Architect's services hereunder or of the ProJect itself shall ~n no way alter the Architect's obhgat~ons or the Owner's rights hereunder 2 6.6 The Architect shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in cormect~on with the Work The Architect shall not be responsible for the Contractor's schedules or failure to carry out the Work in accordance with the Contract Documents except insofar as such failure may result from Architect'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 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 in preparation or progress 2 6 8 Except as may otherwise be provided in the Contract Documents or when direct communications have been specially authorized, the Owner and Contractor shall communicate through the Arcfutect Communications by and w~th the Architect'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 Applications for Payment, the Archrtect shall review and certify the amounts due the Contractor 2 6 10 The Architect's certification for payment shall constitute a representation to the Owner, based on the Architect's observations at the site as provided ~n Subparagraph 2 6 5 and on the data comprising the Contractor's Apphcatton for Payment, that the Work has progressed to the point indicated and that the quality of the Work ~s ~n accordance with the Contract Documents The foregoing representations are subject to minor deviations from the contract Documents correctable prior to completion and to specific quahficat~ons expressed by the Architect The ~ssuance of a Certificate for Payment shall further constitute a representation that the Contractor ~s entitled to P~kGE 4 payment tn the amotmt certified However, the issuance of a Certificate for Payment shall not be a representation that the Architect has (1) reviewed construction means, methods, techniques, sequen- ces or procedures, or (2) ascertmned how or for what purpose the Contractor has used money previously paid on account of the Contract Sum 2 6 11 The Architect shall have the respons~bthty and authority to reject Work which does not conform to the Contract Documents Whenever the Architect considers it necessary or advisable for ~mplementation of the intent of the Contract Documents, the Architect will have authority to require additional inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed However, neither this authority of the Architect nor a demslon made in good faith either to exercise or not exercise such authority shall give rise to a duty or respons~bihty of the Architect to the Contractor, Subcontractors, material and eqmpment suppliers, their agents or employees or other persons performing portions of the Work 2 6.12 The Architect shall review and approve or take other appropriate action upon Contractor's submittals such as Shop Drawings, Product Data and Samples for the purpose of (1) determining compliance with apphcable laws, statutes, ordinances and codes, and (2) determ~mng whether or not the Work, when completed, wall be in compliance with the requirements of the Contract Documents The Architect shall act w~th such reasonable promptness to cause no delay in the Work or ~n the construction of the Owner or of separate contractors, while allowing sufficient t~me in the Architect's professional judgment to permit adequate review Review o f such submittals is not conducted for the purpose of determining the accuracy and completeness of other detmls such as dimenmons and quantltmS or for substantiating instructions for installation or performance of equipment or systems designed by the Contractor, all of which remain the responslblhty of the Contractor to the extent mqmred by the Contract Documents The Architect's review shall not constitute approval of safety precautions or, unless other~vise specifically stated by the Architect, of constmctmn means, methods, techniques, sequences or procedures The Architect's approval of a specffic item shall not indicate approval of an assembly of which the ~tem is a component When professional certification of performance characteristics of materials, systems or equipment is reqmred by the Contract Documents, the Architect shall be entitled to rely upon such certification to estabhsh that the materials, systems or equipment will meet the performance criteria required by the Contract Documents 2.6 13 The Architect shall prepare Change Orders and Construction Change Directives, w~th supporting documentation and data if deemed necessary by the Architect as provided in Sub- paragraphs 3 1 1 and 3 3 3, for the Owner's approval and execution in accordance with the Contract Documents, and may authorize m~nor changes in the Work not lnvolwng an adjustment ~n the Contract Sum or an extension of the Contract Time which are not inconsistent with the intent of the Contract Documents 2 6 14 On behalf of the Owner, the Architect shall conduct inspections to determine the dates of Substantml Completion and Final Completion, and shall issue Certificates of Substannal and Final Completion The Architect will receive and review written guarantees and related documents PAGE 5 required by the Contract for Construction to be assembled by the Contractor and shall issue a final certtficate for Payment upon compliance with the requirements of the Contract Documents 2 6 15 The Architect shall interpret and provide recommendations on matters concermng performance of the Owner and Contractor under the requirements of the Contract Documents on written request of either the Owner or Contractor The Architect's response to such requests shall be made with reasonable promptness and within any time limits agreed upon 2 6.16 Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of draw- lngs When making such interpretations and initial decistons, the Architect shall endeavor to secure fmthful performance by both Owner and Contractor, and shall not be liable for results or lnterpm- taUons or decisions so rendered m good froth in accordance with all the provisions of this Agreement and in the absence ofnegbgence 2 6 17 The Architect shall render written decisions within a reasonable time on all claims, disputes or other matters in question between the Owner and Contractor relating to the execution or progress of the Work as provided m the Contract Documents 2 6.18 The Architect (1) shall render services under the Agreement in accordance with the highest professional standards prevmhng ~n the Dallas-Fort Worth metroplex area, (2) will reimburse the Owner for all damages caused by the defective designs the Architect prepares, and (3) by acknowledging payment by the Owner of any fees due, shall not be released from any rights the Owner may have under the Agreement or dimimsh any of the Architect's obligations thereunder 2 6.19 The Archttect shall promde the Owner with one] set(s) of reproducible pnnts and one set of AutoCadd Files for the project updated with all significant changes to the Construction Documents dunng the Construction Phase ARTICLE 3 ADDITIONAL SERVICES 3 1 GENERAL 3.1 1 The services described in this Article 3 are not included m Basra Services unless so identified in Article 11, and they shall be prod for by the Owner as provided in this Agreement, in addition to the compensation for Basic Services The servxces described under Paragraphs 3 2 and 3 4 shall only be provided if anthonzed or confirmed in writing by the Owner If services described under Contingent Additional Services in Paragraph 3 3 are required due to circumstances beyond the Architect's control, the Architect shall not~fy the Owner prior to commencing such services If the Owner deems that such services described under Paragraph 3 3 are not required, the Owner shall give prompt written notice to the Architect If the Owner indicates in writing that all or part of PAGE 6 such Contingent Additional Services are not required, the Architect shall have no obligation to provide those services Owner will be responsible for compensating the Architect for Contingent Additional Services only if they are not required due to the negligence or fault of Architect 3 2 PROJECT REPRESENTATION BEYOND BASIC SERVICES 3 2 1 If more extensive representation at the site than is described in Subparagraph 2 6 5 is required, the Architect shall provide one or more Project Representatives to assist in carrying out such additional on-site responsibilities 3 2 2 Project Representatives shall be selected, employed and directed by the Architect, and the Architect shall be compensated therefor as agreed by the Owner and Architect The duties, responslblhhes and limitations of authority of Project Representatives shall be as described in the edition of AIA Document B352 current as of the date of this Agreement, unless otherwise agreed 3 3 CONTINGENT ADDITIONAL SERVICES 3 3 1 Making material revisions in Drawings, Specifications or other documents when such revisions are 1 inconsistent with approvals or instructions previously given by the Owner, including revisions made necessary by adjustments in the Owner's program or ProJect budget, 2 required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents, or 3 due to changes required as a result of the Owner's failure to render decision in a timely manner 3 3.2 Providing services requn:ed because of significant changes in the Project including, but not limited to, size, quality, complexity, the Owner's schedule, or the method of bidding and contracting for construction, except for services required under Subparagraph 2 5 2 3 3 3 Preparing Drawings, Specifications and other documentation and supporting data, and providing other services in connection with Change Orders and Constmctmn Change Directives 3 3 4 Providing consultation concerning replacement of Work damaged by fire or other cause dunng construction, and furnishing services required in connection with the replacement of such Work 3 3 5 Providing services made necessary by the default of the Contractor, by major defects or deficiencies in the Work of the Contractor, or by failure of performance of either the Owner or Contractor under the Contract for Construction PAGE 7 3 3 6 Providing services in evaluating an extensive number of clmms submitted by the Contractor or others in connection with the Work 3 3 7 Providing services in connection with a public hemnng, arbitration proceeding or legal proceeding except where the Architect is party thereto 3 3 8 Prepanng documents for alternate, separate or sequential bids or providing services in connection with blddrng or construction prior to the completion of the Construction Documents Phase 3 4 OPTIONAL ADDITIONAL SERVICES 3 4.1 Providing financial feasibility or other special studies 3 4 2 Providing planning surveys, site evaluations or comparative studies of prospective sites 3 4.3 Providing special surveys, environmental studies and submissions required for approvals of governmental authorities or others having jurisdiction over the Project 3 4.4 Providing services relative to future facilities, systems and equipment 3 4.5 Providing services to investigate existing conditions or facilities or to make measured drawings thereof 3 4.6 Providing services to verify the accuracy of drawings or other information furnished by the Owner 3 4 7 Providing coordination of construction performed by separate contractors or by the Owner's own forces and coordination of services required in connection with construction per- formed and equipment supplied by the 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 detailed quantity surveys or inventories of material, equipment and labor 3 4 l0 Providing analyses ofowmng and operating costs 3 4 ll Making investigations, mventones of materials or equipment, or valuations and detailed apprmsals of existing facilities 3 4 12 Providing assistance in the utilization of equipment or systems such as testmg, PAGE 8 adjusting and balancing, preparation of operation and mmntenance manuals, training personnel for operation and maintenance and consultation dunng operation 3 4 13 Providing interior design and similar services reqmred for or in connection with the selection, procurement or installation of furniture, fumlshings and related equipment 3 4 14 Provlthng services other than as provided in Section 2 6 4, after issuance to the Owner of the final Certificate for Payment and expiration of the Warranty period of the Contract for Construction 3 4 15 Providing services of consultants for other than architectural, structural, mechanical and electrical englneenng portions of the ProJect provided as a part of Basic Services 3 4 16 Providing any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural practice 3 4.17 Prepanng a set of reproducible record drawings showing Slgnfficant changes in the Work made during construction based on marked-up pnnts, drawings and other data furnished by the Contractor to the Architect (This is for drawings prepared in addition to those specified in Section 2 6 19 ) ARTICLE 4 OWNER'S RESPONSIBILITIES 4 1 The Owner shall consult with the Architect regarding reqmrements for the ProJect, including (1) the Owner's objectives, (2) schedule and design constraints and criteria, including space requirements and relationships, flexlbthty, expendablhty, special equipment, systems and site requirements, as more specifically described in Paragraph 2 2 1 4 2 The Owner shall establish and update an overall budget for the Project, including the Construction Cost, the Owner's other costs and reasonable contingencies related to all of these costs 4.3 If requested by the Architect, the Owner shall furnish evidence that financial arrangements have been made to fulfill the Owner's obligations under this Agreement 4 4 The Owner shall designate a representative authorized to act on the Owner's behalf with respect to the ProJect The Owner or such authorized representative shall render decisions in a timely manner pertaining to documents submitted by the Architect in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services 4 5 The Owner shall ftmalsh surveys describing physical characteristics, legal limitations and utility locations for the site of the ProJect, and a written legal description of the site The surveys PAGE 9 and legal information shall include, as applicable, grades and hnes of streets, alleys, pavements and adjmmng property and structures, adjacent drmnage, rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the s~te, locations, dxmens~ons and necessary data pertmmng to existing buddings, other ~mprovements and trees, and ~nformatton concerning avmlable utd~ty services and hnes, both pubhc and private, above and below grade, ~ncludlng inverts and depths All the ~nformat~on on the survey shall be referenced to a project benchmark 4 6 The Owner shall furmsh the services of geotechmcal engineers when such services are requested by the Architect Such servmes may include but are not hm~ted to test bonngs, test p~ts, determinations of sod beanng values, percolation tests, evaluations of hazardous materials, ground corrosion and res~st~wty tests, ~nclud~ng necessary operations for anUc~patmg sub-sod conditions, w~th reports and appropriate professional recommendatmns 4 6 1 The Owner shall furnish the services of other consultants when such services are reasonably reqmred by the scope of the Project and are requested by the Architect and are not re- tinned by the Architect as part of Its Basra Services 4 7 The Owner shall furnish structural, mechanical, chemmal, mr and water pollution tests, tests of hazardous materials, and other laboratory and enwronmental tests, ~nspect~ons and reports reqmred by law or the Contract Documents 4 8 The Owner shall furnish all legal, accounting and insurance counsehng servmes as may be necessary at any t~me for the Project, ~ncludmg auditing serwces the Owner may require to verify the Contractor's Apphcat~ons for Payment or to ascertain how or for what purposes the Contractor has used the money prod by or on behalf of the Owner 4 9 The serwces, mformat~on, surveys and reports reqmred 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 accur- acy and completeness thereof in the absence of any neghgence on the part of the Architect 4 10 The Owner shall g~ve prompt written not~ce to the Architect if the Owner becomes aware of any fault or defect m the Project or nonconformance w~th the Contract Documents 4 11 Architect shall propose language for certificates or certfficat~ons to be requested of the Architect or Arctutect's consultants and shall submit such to the Owner for rewew and approval at least fourteen (14) days prior to execution The Owner agrees not to request certfficat~ons that would require knowledge or services beyond the scope ofth~s Agreement ARTICLE 5 CONSTRUCTION COST 5 1 DEFINITION PAGE 10 5 1 1 The Construction Cost shall be the total cost or estimated cost to the Owner of all elements of the Project designed or specified by the Architect 5 1.2 The Construction Cost shall tnclude the cost at current market rates of labor and materials furnished by the Owner and eqmpment designed, specified, selected or spemally prowded for by the Architect, plus a reasonable allowance for the Contractor's overhead and profit In addition, a reasonable allowance for contingencies shall be ~ncluded for market conditions at the t~me ofhiddmg and for changes ~n the Work dunng construction 5 1.3 Construction Cost does not include the compensation of the Architect and Architect's consultants, the costs of the land, rights-of-way, financing or other costs which are the responslhih- ty of the Owner as provided m Article 4 5 2 RESPONSIBILITY FOR CONSTRUCTION COST 5 2 1 Evaluations of the Owner's Project budget, prehmmary esttmates of Construction Cost and detmled estimates of Construction Cost prepared by the Architect represent the Architect's best judgment as a design profesmonal famd~ar w~th the construction ~ndustry It is recogmzed, however, that neither the Architect nor the Owner has control over the cost of labor, materials or eqmpment, over the Contractor's methods of determimng hid prices, or over competitive hidd~ng or market conditions Accordingly, the Areh~tect cannot and does not warrant or represent that hids wall not vary from the Owner's Project budget or from any estimate of Constmctmn Cost or evalua- tion prepared or agreed to by the Architect 5 2.2 No fixed hmlt of Constmctmn Cost shall be estabhshed as a condition of this Agreement by the furnishing, proposal or estabhshment of a ProJect budget, unless such fixed hm~t has been agreed upon in writing and signed by the partms thereto If such a fixed hm~t has been estabhshcd, the Architect shall be permitted to ~nclude contingencies for design, b~ddlng and price escalation, to determine what materials, equipment, component systems and types of constructmn are to be included ~n the Contract Documents, to make reasonable adjustments ~n the scope of the Project and to include ~n the Contract Documents alternate b~ds to adjust the Constructmn Cost to the fixed hm~t F~xed hm~ts, ~f any, shall be increased ~n the amount of an ~ncrease in the Contract Sum occumng after execution of the Contract for Constmctmn $ 2 3 If the B~dd~ng Phase has not commenced w~thin 90 days after the Architect submits the Construction Documents to the Owner, any Project budget or fixed hm~t of Construction Cost shall be adjusted to reflect changes ~n the general level of prices ~n the construction industry between the date of submmmon of the Construction Documents to the Owner and the date on which proposals are sought ARTICLE 6 USE OF ARCItITECT'S DRAWINGS, PAGE 11 SPECIFICATIONS AND OTHER DOCUMENTS 6 1 The Drawings, Specifications and other documents prepared by the Architect for th~s Project are instruments of the Architect's service for use solely w~th respect to this Project and, unless otherwise provided, the Architect shall be deemed the author of these documents and shall retain all common law, statutory and other reserved rights, including the copyright The Owner shall be provided a Cadd file of project and permitted to retain copies, including reproducible copies, of the Architect's Drawings, Specifications and other documents for reformation and reference in connection with the Owner's use and occupancy of the Project The Architect's Drawings, Specifications or other documents shall not be used by the Owner or others on other projects for additions to this Project or for completion of this Project by others, unless th~s Agreement is terminated because Architect is in default of this Agreement, at which time the documents become the property of the City of Denton 6 2 Submission or dlstnbntlon of documents to meet official regulatory requirements or for Slrmlar purposes in connection with the Project is not to be construed as pubhcat~on in derogation of the Architect's reserved rights ARTICLE 7 TERMINATION, SUSPENSION OR ABANDONMENT 7 1 Architect may terminate tbas Agreement upon not less than thirty days written notice should the Owner fad substantially to perform m accordance w~th the terms of th~s Agreement through no fault of the Architect Owner may terminate this Agreement or any phase thereof upon thirty (30) days prior written notice to the Architect with the understanding that immediately upon receipt of such notice, all work and labor being performed under the Agreement shall cease immediately Before the end of the tl~rty (30) day period, Architect shall invoice the Owner for all work it performed prior to the receipt of such notice No amount shall be due for lost or anticipated profits All plans, field surveys, and other data related to the Project shall become property of the Owner upon termination of the Agreement and shall be promptly delivered to the Owner m a reasonably organized form Should Owner subsequently contract w~th a new architect for con- tmuat~on of services on the Project, Architect shall cooperate ~n prowdmg information 7 2 If the Project is suspended by the Owner for more than 30 consecutive days, the Architect shall be compensated for services performed prior to notice of such suspension When the Project Is resumed, the Architect's compensation shall be equitably adjusted to provide for expenses incurred m the interruption and resumption of the Architect's services 7 3 This Agreement may be termmated by the Owner upon not less than seven days written not,ce to the Architect in the event that the Project ~s permanently abandoned If the Project ~s abandoned by the Owner for more than 90 consecutive days, the Architect or the Owner may terminate this Agreement by giving written notice PAGE 12 7 4 Fmlure of the Owner to make payments to the Architect in accordance wtth thts Agreement shall be constdered substantml nonperformance and cause for termmatton 7 $ If the Owner fmls to make payment to Architect wtthtn thtrty (30) days of recetpt of a statement for servtces properly performed, the Architect may, upon seven days written nottce to the Owner, suspend performance of servmes under thts Agreement Unless Archttect recetves payment tn full w~tfun seven (7) days of the date of the nottce, the suspenston shall take effect wtthout further nottce In the event of a suspension of services under this sectton, the Archttect shall have no habthty to the Owner for delay or damage caused the Owner because of such suspenston of services 7 6 In the event of termtnatton not the fault of the Architect, the Archttect shall be compensated for servmes properly performed prior to termtnatton ARTICLE 8 MISCELLANEOUS PROVISIONS 8 1 Th~s Agreement shall be governed by the laws of the State of Texas 8 2 Terms ~n this Agreement shall have the same meamng as those m AIA Document A201, General Conditions of the Contract for Construction, current as of the date of thts Agreement 8 3 The Owner and Archttect, respectively, btnd themselves, their partners, successors, asstgns and legal representattves to the other party to thru Agreement and to the partners, suc- cessors, asstgns and legal representatives of such other party w~th respect to all covenants of thts Agreement Neither Owner nor Architect shall asstgn thts Agreement wtthout the written consent of the other 8 4 Th~s Agreement represents the enttre and tntegrated agreement between the Owner and Architect and supersedes all prior negottat~ons, representations or agreements, etther written or oral Thts Agreement may be amended only by written tnstrument stgned by both Owner and Archttect 8 5 Nothtng contatned m thts Agreement shall create a contractual relattonshlp w~th or a cause of action m favor ora thtrd party agmnst etther the Owner or Architect 8 6 Unless otherwtse provtded m tfus Agreement, the Arcfutect and Archttect's consultants shall have no responmbthty for the dtscovery, presence, handhng, removal or dtsposal of or exposure of persons to hazardous materials tn any form at the ProJect stte, lncludtng but not hmlted to asbestos, asbestos products, polychlonnated btphenyl (PCB) or other toxtc substances, provtded, however, Architect shall have the responstbthty to and shall report to the Owner the locaUon of any hazardous material that an architect of s~mtlar sktll and expertise should have nottced 8 7 Upon receipt of prior written approval of Owner, the Archttect shall have the right to PAGE 13 include representations of the design of the ProJect, including photographs of the exterior and interior, among the Architect's promotional and professional materials The Architect's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Architect m writing of the specific Information considered by the Owner to be confi- dential or proprietary The Owner shall provide professional credit for the Architect on the con- stmction sign and in the promotional materials for the ProJect ARTICLE 9 PAYMENTS TO TItE ARCHITECT 9 1 DIRECT PERSONNEL EXPENSE 9 1 1 Direct Personnel Expense is defined as the direct salaries of the Architect's personnel engaged on the ProJect and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, ~nsurance, sick leave, hohdays, vacations, pensions and similar contributions and benefits 9 2 REIMBURSABLE EXPENSES 9 2.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Servmes and include expenses incurred by the Architect and Architect's employees and consultants in the interest of the ProJect, as identified in the following Clauses 9 2.1 1 Expense of transportation in connection with the ProJect, expenses in connection with authorized out-of-town travel, long-distance communications, and fees paid for secunng approval of authorities having junsdmtlon over the ProJect 9 2 1 2 Expense of reproductions (except the reproduction of the sets of documents referenced m Subparagraph 2 6 19), postage and handling of Drawings, Speclficatmns and other documents 9 2.1.3 If authorized in advance by the Owner, expense of overtime work requmng higher than regular rates 9 2 1 4 Expense of renderings, models and mock-ups requested by the Owner 9 3 PAYMENTS ON ACCOUNT OF BASIC SERVICES 9 3 1 Payments for Basic Services shall be made monthly and, where applicable, shall be in proportion to services performed within each phase of service, on the basis set forth in Subpara- graph 10 2 2 PAGE 14 9 3 2 If and to the extent that the ttme tmttally estabhshed tn Subparagraph 10 4 1 of thts Agreement ts exceeded or extended through no fault of the Archttect, compensatton for any servmes rendered dunng the addlttonal period of ttme shall be computed tn the manner set forth ~n Subparagraph 10 2 2 9 3 3 When compensatton ts based on a percentage of Construction Cost and any porttons of the ProJect are deleted or otherwtse not constructed, compensatton for those pomons of the ProJect shall be payable to the extent servmes are performed on those pomons, tn accordance wtth the schedule set forth tn Subparagraph 10 2 2 based on (1) the lowest bona fide btd or (2) ~fno such btd or proposal is received, the most recent prehmmary esttmate of Constmctton Cost or detmled esttmate of Constmctton Cost for such pomons of the Project 9.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES 9 4.1 Payments on account of the Architect's Addtttonal Servtces and for Retmbursable Expenses shall be made monthly upon presentatton of the Archttect's statement of servtces rendered or expenses tncurred 9 5 PAYMENTS WITHHELD 9 5.1 No deducttons shall be made from the Arehttect's compensatton on account of penalty, hqmdated damages or other sums wtthheld from payments to contractors, or on account of the cost of changes ~n the Work other than those for whmh the Architect ts responstble 9 6 ARCHITECT'S ACCOUNTING RECORDS 9 6.1 Archttect shall make avmlable to Owner or Owner's authorized representattve records of Retmbursable Expenses and expenses pertatmng to Addtnonal Servmes and servmes performed on the basts of a multiple of Dtrect Personnel Expense for tnspectlon and copying dunng regular bustness hours for three years after the date of the final Certfficate of Payment, or tmtd any httgatton related to the ProJect ~s final, whmhever date ~s later ARTICLE 10 BASIS OF COMPENSATION The Owner shall compensate the Architect as follows 10.1 BASIC COMPENSATION 10.1.1 FOR BASIC SERVICES, as described tn Arttcle 2, and any other servmes ~ncluded tn Amcle 11 as part of Basra Servmes, Basra Compensatton shall be $130:000.00 PAGE 15 10 1 2 Progress payments for Basic Services m each phase shall total the following percentages of the total Basic Compensation payable o Schematic Design Phase 15% o Design and Development Phase 20% o Construction Documents Phase 30% o B~ddlng Phase 10% o Construction Phase 25% o Total Basic Compensation 100% 10 2 COMPENSATION FOR ADDITIONAL SERVICES 10 2.1 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES, as described in Paragraph 3 2, compensation shall be computed as follows See section 10 2 2 10 2 2 FOR ADDITIONAL SERVICES OF THE ARCHITECT, as described in Articles 3 and 11, other than (1) Adthtlonal ProJect Representation, as described in Paragraph 3 2, and (2) services ~ncluded in Artmle 11 as part of Additional Services, but excluding services of consultants, compensation shall be computed as follows Pnnclpals $120 per hour Associates $75 per hour Techmcal Staff $45 per hour Clerical Staff $35 per hour 102.3 FOR ADDITIONAL SERVICES OF CONSULTANTS, ~ncludlng additional structural, mechanical and electrical englneenng services and those provided under Subparagraph 3 4 16 or identified in Article 11 as part of Additional Services, a multiple of I l times the amounts b~lled to the Arclutect for such services 10 3 REIMBURSABLE EXPENSES 10 3 1 FOR REIMBURSABLE EXPENSES, as described in Paragraph 9 2, and any other Items included m Article 11 as Reimbursable Expenses, a multtple of one times the expenses incurred by the Architect, the Architect's employees and consultants in the interest of the ProJect 10.4 ADDITIONAL PROVISIONS 10.4 1 IF THE BASIC SERVICES covered by th~s agreement have not been completed within olde year of the date of execution hereof, through no fault of the Architect, extension of the Architect's services beyond that time shall be compensated as prowded ~n Subparagraphs 9 3 2 and 1022 10.4 2 Payments are due and payable forty-five (45) days from the date of the Architect's P~GE 16 invoice Amounts for services properly performed which remmn unpaid sixty (60) days after the invoice date shall bear interest at the rate of one (1%) percent per month ARTICLE 11 OTItER CONDITIONS OR SERVICES 11 1 Arctutect shall mmntmn, at no expense to Owner, a professional liability (errors and omissions) insurance pohcy placed with a company rated at least B+/X by Best's Key Rating Grade, authorized to do business in Texas, ~n an amount not less than two million dollars ($2,000,000) Such policy shall name the Owner as additional insured and shall require the giving of written notice to Owner at least thirty days prior to cancellation, non-renewal or material modification of any pohc~es, ewdenced by return receipt of United States Certffied Mml Architect shall furnish Owner with copies of smd pohmes or certificates evidencing such coverage 11 2 Architect agrees to indemnify, hold harmless, and defend the City, at Arclutect's cost, its officers, agents, and employees from and against any and all clmms or suits for injuries, dam- ages, loss, or habthty of whatever k~nd or character, arising out of or in connection wtth the performance by the Architect of those services contemplated by this Agreement, based upon allegations of negligent acts or omissions of Architect, its officers, agents, employees, consultants and subcontractors Th~s Agreement entered into as of the day and year first written above MESA DESIGN GROUP, INC CITY OF DENTON, TEXAS, OWNER ~ ARCHITECT B BY PAGE 17 MESA PROPOSAL FOR PROFESSIONAL SERVICES July 24, 2000 Mr Robert Ttckner Ctty of Denton Park and Recreatmn Department 321 E McKumey St Denton, TX 76201 ProJect North Lakes Park Improvements Denton, Texas Th~s letter of proposal descrtbes planning and landscape archxtectural serwces to be prowded by MESA Design Group, Inc, costs of these services and general conditions under whmh those services would be executed Th~s proposal ts based upon a proposed budget of $1,643,690 00 for a stte development plan SCOPE OF SERVICES MESA Design Group, Inc, will prowde the following plannmg and landscape architectural servmes for the North Lakes Park Improvements - Denton, Texas A SCHEMATIC DESIGN THROUGH DESIGN DEVELOPMENT V~sat the s~te, collect base data and perform topographic survey of extsttng conditions 2Revaew program, budget and specffic scope of work 3Prepare schematm studies/alternatives at a scale of 1" = 20'0" ~ncludmg the following a Football F~elds 1 Grading 2 L~ghtmg 3 Sodding 4 Irrigation 5 Water Meters & UtfltBes b Soccer Concession (includes water, sewer, and ons~te electric) c Roadway Improvements 1 Soccer Lot to P~cmc Lot Cormect~on 2 West Road Connection to Football Lot 3 Coordinate w~th C~ty Engmeer's regarding Windsor hooded turn island d Parkmg Lot Adchttons and Improvements 1 Football parking lot 2 Playground/pmmc lot renovations 3 North Lakes Recreation Center renovatmns ~ 4 Soccer parking lot 5 Softball complex lot 6 D~sc golf parkmg lot e Trads and Walks f Playground & Shelter Improvements 1 Prepare prelumnary cost estimate Landscape Archdectare 3100McKinnon Slreet/Smte 905 LB 152 / Dallas Texas 75201 214/871 0560 Fax 214/871 1507 NORTH LAKES PARK IMPROVEMENTS PROPOSAl PAGE 2 2 Review schematic destgn with City staff 3 Attend (2) neighborhood clttzen group meetings 0f necessary) 4 Fine tune information on s~te condltmns and coordinate implications of approved schematic design with City staff 5 Prepare base sheets for constmctton documents ~n the following format 6 24 x 36 sheets 7 Refine all park design elements, s~dewalk layout, and landscape reqmrements as shown in the schemattc design 8 Revise cost estimate if required B CONSTRUCTION DOCUh4ENTS Constmctton documents shall include the following a Football Fields 1 Grading 2 L~ghting 3 Sodding 4 lrngatmn 5 Water Meters & Utlhttes b Soccer Concession (mcludes water, sewer, and onsite electric) c Roadway Improvements 1 Soccer Lot to Pmntc Lot Connection 2 West Road Connectton to Football Lot 3 Coordinate w~th City Engineer s regardmg Windsor hooded turn island d Parking Lot Adthttons and Improvements 1 Football parking lot 2 Playground/ptcmc lot renovattons 3 North Lakes Recreation Center renovations 4 Soccer parkarg lot 5 Softball complex lot 6 Disc golf parking lot e Trails and Walks f Playground & Shelter Improvements 2 90% Review/check sets at tA s~ze 3 Hardscape specfficattons as reqmred 4 Preparatton of b~d forms 5 Subnnt plans to TDLR for TAS rewew C BIDDING AND NEGOTIATION MESA Design Group will perform the following during the bidding phase 1 Provtde bid documents and speclficattons for City staff to bid 2 Assist City staff w~th bidding, pre b~d conference and bid opening D CONTRACT ADMINISTRATION / CONSTRUCTION OBSERVATION 1 Attend pre-constract~on meeting 2 Approve shop drawings w \99 PROJECq S\99134 Northlakes Avondale & M~lam Parks\proposal\No~lhLakes Improvements p~oposal 7 20 00 doc NORTH LAKES PARK IMPROVEMENTS PROPOSAL PAGE 3 3 Approve sample materials for fencing and masom~ work 4 Perform site reviews upon request 5 Perform punchouts and document meetings COST OF SERVICES A SCHEMATIC DESIGN THROUGH CONSTRUCTION OBSERVATION/ADMINISTRATION Phase One Lump Sum Basis $130,000 00 B ADDITIONAL SERVICES (Hourly Basis) Services requested, but not specifically included m the scope of services will be considered additmnal services Modlficatmn to drawings, after approval by client, as a result of changes requested by client or other consultants will be considered additional services and billed at an hourly rate as follows Hourly Bas~s Senior Prmmpal $120 00 Principal $90 00 Associate $75 00 ProJect Manager $60 00 Landscape Architect $45 00 Clerical $35 00 CONDITIONS A The client will pmmde the following 1 Prewously existing boundax3, and general topographic survey locating structures, existing vegetation, ex~stmg property lines and utlhtles that cross the property on AutoCAD disk 2 Construction budget considerations B Not mchtded are the following Clvd, mechanical and electrical engineering if required 2Illustrative plans, models, and drawings not specifically described in Scope of Services 3TDLR review and inspection fees 4All geotechmcal sods repons and other applicable testing C MESA Design Associates, Inc may subconlxact consultants in the performance of any services described m this agreement D MESA Design Associates, Inc does not act as General Contractor in any way, or accept respons~bd~ty for poor craftsmanship W \99 PROJEC~I S\99134 No~lhlakes Avondale & Mdam Parks\Proposal\North[ akcs Improvements ploposal 7 20 00 (loc NORTH LAKES PARK IMPROVEMENTS PROPOSAL PAGE 4 E The above described compensa'aon for MESA Design Associates, lnc ~ncludes the following costs Photostats/photocopying/plotting 2Bmdmg 3Prmtmg/repmgraph~cs 4Photography/film/film processing 5Mylars and reproductbles 6Federal Express, courier and/or debvery fees 7Mmlmg/Postage 8M~crofilrmng/scannmg/&g~t~zmg 9Long &stance telephone calls and faxes 10Mileage @ 32 11Pernuts and/or registration fees 12Other products and services requested by the Chent and not specffically described hereto F E~ther Owner or Consultant may temunate th~s contract w~th seven (7) days written not~ce Upon termination, Owner will be responsible for payment of all Consultant fees and rmmbursables expended through the date of termmatmn G T.IMITATION OF I,TAP. II,1TV To the maxtmum extent perrmtted by law, the Chent agrees to hm~t MESA's habd~ty for the Chent's damages to the sum of MESA's fees included m th~s proposal Th~s hnutat~on shall apply regardless of the cause of actton or legal theo~ pled or asserted H Compensation for all servmes shall be paid m Dallas, Dallas County, Texas Invoice Schedule Billing will be on a design progress basis at the end of each month J Terms Net thtrty (30) days from mvotce days Finance charge of 1 5% per month (18% per annum) will be added to accounts over thn'ty (30) days past due Sh~Eb?t~] R/~ Approved by S~n Cowan "' J - C~ty of De~d Recreatmn Department  ~ Date ~"~ /7- -(~(~ Associate Remm Copy Enclosed W \99 PROJE£ TS\99134 Northlakes Avondale & Mllam Palks\Proposal\Nol~hl akes Impl,ovements plx)posal 7 20 00 doc