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1999-194AN ORDNANCE AUT~OI~Z1NG T~E CITY MANAGER TO EXECUTE A PROFESSIONA~ SERVICES CONT~CT WITH CALVERT AND COMPANY ARCHITECTS TO PROVIDE PROFESSIONAL ARCHITECTURAL SERVICES FOR THE RENOVATION OF CENTRAL FIRE STATION AND RELATED SERVICES AS SET FORTH 1N THE CONTRACT, PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING AN EFFECTIVE DATE (PROFESSIONAL SERVICES AGREEMENTS (PSA) 2375 - RENOVATION OF CENTRAL FIRE STATION AND RELATED SERVICES AWARDED TO CALVERT AND COMPANY ARCHITECTS IN THE AMOUNT OF $56,500) THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That the City Manager is hereby authorized to enter into a professional service contract with Calvert and Company Architects for the design of the Renovation of Central Fire Station, a copy of which is attached hereto and incorporated by reference herein SECTION II That the City Manager is authorized to expend funds as required by the attached contract SECTION III That tlus or&nance shall become effective immediately upon ~ts passage and approval PASSED AND APPROVED this the /~ day of 5/,~/~d .1999 JA~z~LER, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY BID 2375 - CONTRACTUAL FOR PROFESSIONAL SERVICES ORDINANCE AGREEMENT FOR ARCHITECTURAL SERVICES Tins -kgreement made as of the j.~ dav ot ~ 1999 between the Caw of Denton, Texas here~na~er referred to as "Owner" and ~ hereinafter referred to as "~'clmtect" ~br the following Project I~novatton of Cenl;ral Flre Station The Owner and -krcPatect agree as set forth below -kRTICLE 1 adtCHITECT'S RESPONSIBILITIES 1.1 ARCHITECT'S SERVICES I 1.1 The A.rchltect's services consist or those ~er~tces ~errormed bv the -krcbatect -M'cbatect's emplovees and -M'ctutect's consultants as enume-atea n M't~cles 2 and 3 ot ri'us 4.greement and anv other servmes included In 4.rncle ~ ~ 1 1 2 The A. rclutect's services shall be performed as expedmouslv as ~s consistent w~th the baghest degree ofprofessmnal slall and care and the ordertv progress ot the Work Upon request or the Owner, the -~'ct'utect shall subrmt for the Owner's approval a schedule for the perlbrmance ot the -Lrcbatect's services which may be adjusted as the Project proceeds and shall include allow- ances rot periods ot nme required for the Owner's mmew and or approval of submmslons bv authonncs having junsdlctmn over the Project T~me [~m~ts estamtshed by r/us schedule and approved by the Owner shall not except tor reasonable cause oe exceeded bv the -Lrcbatect or Owner and anv adjustments to tlus schedule shall be mumallv acce~tanle to ooth pames 1 1 3 The services covered by ttus Agreement are subject to the tune lmtanons contmned in Subparagraph l0 4 1 ARTICLE 2 SCOPE OF ARCHITECT'S BASIC SERVICES 2.1 DEFINITION 2.1.1 The Arctmect's Basra Services consist ot those descnoed n Paragraphs 2 2 through 2 6 and anv other ~ervtces tdentffied ~n Artmle l l as part ot Basra Serxqces and include without lam- tanon normal structural, mechanical and elecmcal engmeenng ~eruces and any other engineering sermces necessary to produce a complete and accurate set ot Construcqon Documents as described by and reqmred in Paragraph 2 4 PAGE ! 2.2 SCHEMATIC DESIGN PHASE 2 2 1 The Arcfutect, tn consultattnn w~th the Owner, shall develop a written program for the Project to ascertain Owner's needs and to estabhsh the reqtnrements for the Project 2.2.2 The Axcbatect shall provide a prehmtnarv evaluatmn of the Owner's program, constmctmn schedule and construction budget reqtnrements, each ~n terms of the other, subject to the lmutatmns set forth tn Subparagraph 5 2 1 2.2.3 The Arcbatect shall revtew wath the Owner alternative approaches to design and constmctlon of the Project 2.2.4 Based on the mutually agreed-upon program, schedule and construction budget requtrements, the Axcbatect shall prepare, for approval by the Owner, Schematic Demgn Documents consisting of drawtngs and other documents ~llustrattng the scale and relatmnsbap of ProJect components The Schematic Design shall contemplate comphance with all apphcable laws, statutes, ordinances, codes and reguiattnns 2.2.5 The Ambatect shall subn~at to the Owner a prelunmary detmled estu-aate of Constmctmn Cost based on current area, volume or other umt costs and whmh mchcates the cost of each category of work revolved ~n constructing the Project and estabhshes an elapsed tune factor for the period of ttme from the comraencement to the completmn of construcaon 2.3 DESIGN DEVELOPMENT PHASE 2,3.1 Based on the approved Schematic Demgn Documents and any adjustments authorized by the Owner m the program, schedule or construction budget, the Arcbatect shall prepare for approval by the Owner, Design Development Documents cons~stmg of drawings and other documents to fix and describe the s~ze and character of the Project as to arclutectural, structural, mechamcal and elecmcal systems, materials and such other elements as may be appropriate, wbach shall comply wath all apphcable laws. statutes, ordinances codes and regulations Notwithstanding Owner's approval of the documents, Arctutect warrants that the Documents and spemficaUons wall be sufficient and adequate to fulfill the purposes of the Project 2.3.2 The Amlutect shall advise the Owner of any adjustments to the prelmunary estnnate of Construction Cost m a further Detailed Statement as described xn Paragraph 2 2 5 2.4 CONSTRUCTION DOCUMENTS PHASE 2.4.1 Based on the approved Demgn Development Documents and any further adjustments m the scope or quality of the Project or m the constmcuon budget authorized by the Owner, the Ar- chttect shall prepare, for approval by the Owner. Constmctmn Documents consisting of Drawings and Sp~ffica~ons semng forth m detail reqmrements for the construction of the Project, wbach shall comply w;th all apphcable laws. statutes, ordinances, codes and mgulatmns PAGE 2 2.4.2 The Arcbatect shall assist the Owner tn the preparation of the necessa.*y bidding information, bidding forms, the Conditions of the contract, and the form of Agreement between the Owner and contractor 2.4.3 The Arcbatect shall advise the Owner of any adjustments to previous prehrnmary estimates of Construction Cost indicated by changes in requirements or general market conditions 2.4.4 The Ardutect shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities having junsdmtion over the ProJect 2 ~ BIDDING 2.5.1 The Arc~tect, following the Owner's approval of the Construction Documents and of the latest prellnunary detailed estimate of Construction Cost, shall assist the Owner in obtmnmg 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 in the approved Detmled Statement of Probable Constmcuon Costs of the ProJect subrmtted by the Architect, then the Arctutect, at its sole cost and expense, will rewse the Construction Documents as may be required by the City to reduce or modify the quantity or quahty of the work so that the total construction cost of the Project will not exceed the total constmcUon cost set forth m the approved Detailed Statement of Probable Constmcnon Costs 2.6 CONSTRUCTION PHASE - ADMINISTRATION OF THE CONSTRUCTION CONTRACT 2.6.1 The Arcbatect's responsibility to provide Basic Sermces for the Construction Phase under tins 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 Th~ Atebatect shall provide detailed admunstranon of the Contract for Construction as set forth below and m the edition of AIA document 3,201, General Condmons of the Contract for Construction, current as of the date of ttus Agreement, unless otherwise provided m flus Agreement 2.6.3 Construction Phase duties, responsibilities and hrmtat~ons of authority of the Ambatect shall not be restricted, modified or extended w~thout wntten agreement of the Owner and Aretutect 2.6.4 The Ambatect shall be a representative of and shall advise and consult w~th the Owner (1) during construction, and (2) at the Owner's direction from tune to tune during the correction, or warranty p~nod described m the Contract for Constmctmn The Axctutect shall have authority to PAGE 3 act on behalf of the Owner only to the extent provided tn thts Agreement unless otherwtse modified by written instrument '~ 6 5 The Arcbatect shall inspect the construction stte at least two times a week, regardless of whether construction is tn progress, to become £am~har wtth the progress and quahty of the Work completed and to determine tf the Work is being performed In a manner indicating that the Work when completed wdl be tn accordance w~th the Contract Documents Arctutect shall prowde Owner a written report subsequent to each on-s~te vlstt On the baslS of on-s~te observations as an arclutect, the Arclutect shall keep the Owner informed of the progress and quahty of the Work, and shall exercme the utmost care and ddlgence m d~scovenng and promptly reporting to the Owner any defects or deficiencies m the work of Contractor or any subcontractors The Arcbatect represents that he will follow the lughest profesmonal standards ~n performing all services under tlus Agreement The A.rcbatect shall promptly correct any defective designs or specifications furmshed by the Arcbatect at no cost to the Owner The Owner's approval, acceptance, use of or payment for all or any part of the Arclutect's services hereunder or of the Project ttself shall m no way alter the Arcbatect's obhgat~ons or the Owner's rights hereunder 2 6.6 The Arclutect shall not have control over or charge of and shall not be responsible for constructaon means, methods, techrnques, sequences or procedures, or for safety precautions and programs m connection w~th the Work The Arclutect shall not be responsible for the Contractor's schedules or failure to carry out the Work tn accordance wtth the Contract Documents except insofar as such fmlure may result fi-om Arctutect's neghgent acts or onuss~ons The Arcbatect shall not have control over or charge of acts or omissions of the Contractor, Subcontractors, or thetr agents or employees, or of any other persons performing portions of the Work 2.~ 7 The Arctutect shall at all t~mes have access to the Work wherever tt ~s m preparation or progress 2.6.$ Except as may otherwise be provided tn the Contract Documents or when d~rect commumcatlons have been specmlly authonzed, the Owner and Contractor shall commumcate through the Arctutect Communications by and wtth the Arctutect's consultants shall be through the Arctutect 2.6.9 Based on the Architect's observauons at the she of the work and evaluations of the Contractor's Apphcat~ons for Payment, the Arcbatect shall rewew and certify the amounts due the Contractor L6oI~) The Arctntect's cemficat~on for payment shall constitute a representation to the Owner, ba~ed on the Arctutect's observat~uns at the s~te as provided ~n Subparagraph 2 6 5 and on the data compns~ng the Contractors Apphcat~on for Payment, that the Work has progressed to the point md~cated and that the quahty of the Work ~s m accordance wlth the Contract Documents The foregom$ representations are sub3ect to minor dewauons fi-om the contract Documents correctable pnor to completion and to specific qualifications expressed by the Arctutect The ~ssuance of a Cemficate for Payment shall further constitute a representation that the Contractor ~s entitled to PAGE 4 payment m the amount certified However, the ~ssuance ora Certificate for Payment shall not be a representation that the Architect has (1) reviewed construction means, methods, techmques, sequen- ces or procedures, or (2) ascertained 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 responslbthty and authority to reject Work winch does not conform to the Contract Documents Whenever the Archtect considers tt necessary or adwsable for ~mplementat~on of the ~ntent of the Contract Documents, the Arctutect will have authority to require adtht~onal ~nspecuon or tesung of the Work m accordance with the provisions of the Contract Documents, whether or not such Work ~s fabricated, ~nstalled or completed However, neither this authority of the Architect nor a dec~sxon made m good froth either to exercise or not exercise such authority shall give nsc to a duty or responsibility of the Arctutect to the Contractor, Subcontractors, material and equipment 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 acnon upon Contractors subrmttals such as Shop Drawings Product Data and Samples for the purpose of (1) determining compliance with apphcable laws, statutes, ordinances and codes, and (2) deterrmmng whether or not the Work, when completed, will be ~n compliance with the reqmrements of the Contract Documents The Architect shall act with such reasonable promptness to cause no delay m the Work or m the construction of the Owner or of separate contractors, whale allowing sufficient time m the Arcbatect's professlonal judgment to permit adequate review Review o f such subrmttals Is not conducted for the purpose of determining the accuracy and completeness of other detaals such as dmaensxons and quantities or tor substanuatmg mstrucuons for mstallauon or performance of equipment or systems desxgned by the Contractor, all of wtuch remain the responsibthty of the Contractor to the extent required by the Contract Documents The ,krclutect's rewew shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Arebatect, of constmctmn means, methods, teehmques, sequences or procedures The Arcbatect's approval of a specific item shall not indicate approval of an assembly of winch the item ~s a component When professional cerUficauon of performance charactensucs of materials, systems or equipment is requn-ed by the Contract Documents, the Arctutect shall be entitled to rely upon such certtficataon to establish that the materials, systems or equipment will meet the performance criteria required by the Contract Documents 2.6.13 The Arebateet shall prepare Change Orders and Constmcnon Change Dtreetaves, with supporting doeumentanon and data if deemed necessary by the Archnect as provided in Sub- paragraphs 3 1 1 and 3 3 3, for the Owner's approvaI and exeeunon tn accordance v~th the Contract Documents, and may authorize minor changes tn the Work not involving an adjustment tn the Contract Sum or an extension of the Contract Time wluch are not inconsistent with the intent of the Contract Documents 2.6.14 On behalf of the Owner, the Architect shall conduct inspectaons to determine the dates of Substantial Completaon and Final Completion, and shall ~ssue Cemficates of Substantaal and Final Completaon The Amhttect will receive and review written guarantees and related doeumants PAGE 5 reqmred by the Contract for Construction to be assembled by the Contractor and shall tssue a final cemficate for Payment upon comphance with the requirements of the Contract Documents 2 6.15 The Architect shall ~nterpret and promde recommendations on matters concerning performance of the Owner and Contractor under the requirements of the Contract Documents on written request of e~ther the Owner or Contractor The Arclutect's response to such requests shall be made with reasonable pmmptneas and within any time hm~ts agreed upon 2.6.16 Interpretations and declstons of the Archaect shall be consistent w~th the intent of and reasonably referable fi.om the Contract Documents and shall be ~n wnnng or m the form of draw- rags When mal~ng such interpretations and mmal decistons, the Arcbatect shall endeavor to secure fmth~l performance by both Owner and Contractor, and shall not be liable for results or interpre- tations or decm~ons so rendered in good froth ~n accordance with all the provisions of ttus Agreement and tn the absence of neghgence 2.6.17 The Architect shall render written decisions watun a reasonable tmae on all claims, disputes or other matters tn questton between the Owner and Contractor relating to the execution or pmgreas of the Work as provided m the Contract Documents 2.6.18 The Arcbatect (1) shall render servtces under the Agreement in accordance w~th the tughest professional standards prevailing tn the Dallas-Fort Worth metroplex area, (2) w~ll reimburse the Owner for all damages caused by the defective designs the Arctutect prepares, and (3) by acknowledging payment by the Owner of any fees due, shall not be released fi'om any nghts the Owner may have under the Agreement or dmumsh any of the Arctutect's obligations thereunder 2 6.19 The Arcbatect shall provide the Owner w~th 1 set of reproducible prints showing all mgmficant changes to the Construction Documents dunng the Construction Phase ARTICLE 3 ADDITIONAL SERVICES 3 1 GENERAL 3.1.1 The sermces described tn tlus Artmle 3 are not included m Basra Sermces unless so identified m Article 11, and they shall be pa~d for by the Owner as provided m this Agreement, m addmon to the compensation for Basic Services The servmes described under Paragraphs 3 2 and 3 4 shall only be prowded tf authorized or confirmed m wnung by the Owner If sermces described under Contingent Addmonal Servmes tn Paragraph 3 3 are reqmred due to ctrcumsmces beyond the Architect's control, the Architect shall notafy the Owner prior to commencing such sernces If the Owner deems that such servmes described under Paragraph 3 3 are not reqmred, the Owner shall g~vo prompt written not,ce to the Archatect If the Owner md~cates m writing that all or part of such Contingent Addmonal Servmes are not reqmred, the Aretutect shall have no obhgataon to PAGE 6 provide those services Owner will be responsible for compensanng the Architect for Contingent Additional Services only if they are not required due to the negligence or fault of Arctutect 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 Arcbatect 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 Arctmect, and the Arcbateet shall be compensated therefor as agreed by the Owner and Arctuteet The duties, responslbflmes and hmitat~ons of authority o~ Project Representatives shall be as described m the edmon 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, Spec~ficauons or other documents when such revisions are 1 inconsistent Wlth approvals or instructions prewously g~ven by the Owner, including revisions made necessary by adjustments in the Owners program or Project budget, 2 required by the enactment or revision 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 dec,sion m a t~mely manner 3 3.2 Providmg services requn'ed because of slgrnficant changes in the Project including, but not lmuted to, s~ze, quality, complexity, the Owners schedule, or the method of bidding and contracting for construction, except for services required under Subparagraph 2 $ 2 3.3.3 Prepanng Drawings, Specifications and other documentation and supporting data, and provMmg other serwces in connection w~th Change Orders and Construction Change Dn'ect~ves 3.3.4 Prowdmg consultation concermng replacement of Work damaged by fire or other cause during construction, and l-un-ashlng services required in connecUon with the replacement of such Work 3.3.$ Prowdmg services made necessa~ by the default of the Con~'actor, by major defects or defic~eno~e$ m 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 tn evaluating an extensive number of clmms submitted by the Contractor or others tn connection w~th the Work 3 3 7 Pmmdmg servmes in connection wtth a public heanng, arb~tratton proceeding or legal proceeding except where the Architect Is party thereto 3 3.8 Prepanng documents for alternate, separate or sequential bids or prov~dmg services in connection with b~dding or construction prior to the completion of the Constmcnon Documents Phase 3 4 OPTIONAL ADDITIONAL SERVICES 3.4.1 Providing financial feasththty or other specmi studies 3.4.2 Pmvtdmg planning surveys, site evaluations or comparative studies of prospecnve sites 3 4.3 Providing specml surveys, environmental studies and submmmons reqmred for approvals of governmental authorities or others having junsdmt~on over the Project 3,4,4 Providing servmes relative to future facdmes, systems and eqmpment 3 4.5 Prowd~ng servtces to investigate emstmg condmons or facilities or to make measured clrawmgs thereof 3.4.6 Providing services to venfy the accuracy of drawings or other ~nformanon furmshed by the Owner 3 4.7 Providing coord~nauon of constmctton performed by separate contractors or by the Owner's own fomes and coordmat~on of services reqmred m connecnon w~th construction per- formed and eqmpment supphed by the Owner 3.4.8 Promdmg servmes in connection with the work of a construction manager or separate consultants retained by the Owner 3.4.9 Prowdmg detatled quantity surveys or inventories of material, eqmpment and labor 3.4.10 Providing analyses of owrang and operanng costs 3.4.11 Malang investigations, mventones of materials or eqmpment, or valuauons and detmled apprmsals of exmtmg facdmes 3.4.12 Pmmdmg assmtance m the utilization of eqmpment or systems such as testing, adjusting and balancing, preparation of operation and maintenance manuals, tmmmg personnel for PAGE 8 operaUon and maintenance and consultation dunng operation 3 4.13 Promdmg ~ntenor design and s~mllar services reqmred for or ~n connection with the selection, procurement or ~nstallatlon of furmtum, tumish~ngs and related equipment 3 4.14 Promdtng servmes other than as provided ;n Secnon 2 6 4, after issuance to the Owner of the final Certificate for Payment and exptratmn of the Warranty period of the Contract for Construction 3 4.15 Providing services of consultants for other than arclmectural, structural, mechamcal and electrical engmeenng pomons of the ProJect pmmded as a pan of Basic Services 3 4.16 Providing any other servmes not otherwise ~ncluded in tlus Agreement or not customarily furmshed in accordance with generally accepted arclutectural practice 3.4.17 Prepanng a set of reproducible record drawings showing slgmficant changes tn the Work made dunng construction based on marked-up pnnts, drawings and other data furmshed by the Contractor to the Architect (Ttus ;s for drawtngs prepared tn addition to those specified tn Sectlon 2 6 19 ) ARTICLE 4 OWNER'S RESPONSIBILITIES 4 1 The Owner shall consult with the Arcbatect regarding requirements for the Project, including (1) the Owner's objectives, (2) schedule and design constraints and cntena, including space reqmrements and relationships, flexlbthty, expendability, special equipment systems and site reqmmmnnts, as more specifically described in Paragraph 2 2 1 4 2 The Owner shall establish and update an overall budget for the Project, ~ncludmg the Construction Cost, the Owner's other costs and reasonable contingencies related to all of these costs 4.3 If requested by the Arohttect, the Owner shall furmsh evidence that financial arrangements have been made to fulfill the Owner's obhgatlons under ttus 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 repmsentanve shall render decisions tn a timely manner pertmmng to documents submitted by the Arcbatect tn order to avoid unreasonable delay tn the orderly and sequentml progress of the Arclutect's services 4.$ The Owner shall furnish surveys describing physical charactenstlcs, legal lmutat~ons and utlhty locat~ons for the site of the Project, and a written legal description of the site The surveys and legal mformataon shall include, as applicable, grades and lines of streets, alleys, pavements and PAGE 9 adjoining property and structures, adjacent drainage, rights-or-way, resmcnons, easements, encroachments, zomng, deed resmctlons, boundaries and contours of the slte, locations, dimensions and necessary data pertmmng to emstmg braidings, other ~mprovements and trees, and information concem3_ng available utility services and hnes, both pubhc and private, above and below grade, including reverts and depths All the tnformatlon on the survev shall be referenced to a project benchmark 4 6 The Owner shall furnish the services of geotechmcal engineers when such servtces are requested by the Ardutect Such services may include but are not hm~ted to test bonngs, test pits, determinations of soil beanng values, percolation tests, evaluations of' hazardous materials, ground corrosion and resistivity tests, ~nclud~ng necessary operations for anticipating sub-sod condmons, wtth reports and appropriate professtonal recommendations 4 6.1 The Owner shall furmsh the servmes of other consultants when such services are reasonably reqmred by the scope of the ProJect and are requested by the Arcl'utect and are not re- tinned by the Architect as part of tts Bas~c Services 4.7 The Owner shall furnish structural, mechamcat, chen'n- cal, mr and water pollurton tests, tests of hazardous materials, and other Iaborato~ and environmental tests, lnspecnons and reports reqmred by law or the Contract Documents 4.8 The Owner shall fummh all legal, accounting and tnsurance counseling servmes as may be necessary at any tune for the Project. including audmng services the Owner may requtre to verify the Contractor's Apphcanons for Payment or to ascertmn how or for what purposes the Contractor has used the money prod by or on behalf of the Owner 4 9 The servmes, mformanon, surveys and reports reqmred by Paragraphs 4 5 through 4 8 shall be furmshed at the Owner's expense, and the Arcbatect shall be entaled to rely upon the accur- acy and completeness thereof ~n the absence of any negligence on the part of the Arctutect 4 10 The Owner shall g~ve prompt written notme to the ~rcbatect tf the Owner becomes aware of any fault or defect m the ProJect or nonconformance wtth the Contract Documents 4.11 Ambatect shall propose language for certfficates or cemficanons to be requested of the Arctutect or Ambatect'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 cemficat~ons that would reqmre knowledge or servmes 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 oft. he Project desxgned or spemfied by the Architect 5.1,2 The Constructton Cost shall ~nclude the cost at current market rates of labor and matenals furmshed by the Owner and eqmpment designed, specified, selected or specially provtded for by the Arctutect, plus a reasonable allowance for the Contractor's overhead and profit In addltmn, a reasonable allowance for conttngenctes shall be ~ncluded for market cond~ttons at the t~me of bidding and for changes m the Work dunng construction $1.3 Constructmn Cost does not mclude the compensatmn of the Arclmtect and Arctutect's consultants, the costs of the land. rights-of-way, financing or other costs wtuch are the responsibili- ty of the Owner as provided in Article 4 5.2 RESPONSIBILITY FOR CONSTRUCTION COST 5.2.1 Evaluations of the Owner's ProJect budget, prehmtnaD, esnmates of Construction Cost and detmled estimates of Construction Cost prepared by the Arcbatect represent the Arctutect's best judgment as a design pmfesstonal familiar w~th the construction tndustry It is recogmzed, however, that netther the Architect nor the Owner has control over the cost of labor, matonals or eqmpment, over the Contractor's methods of detenmmng bid prices, or over compeutive blddmg or market ¢ondlUons Accordingly, the Architect cannot and does not warrant or represent that b~ds will not vary from the Owner's ProJect budget or from any esnmate of Construction Cost or evalua- tion prepared or agreed to by the Arclutect 5.2.2 No fixed hm~t of Construction Cost shall be established as a condition of tins Agreement by the fumlstung, proposal or establishment of a Project budget, unless such fixed lanlt has been agreed upon m writing and signed by the part,es thereto If such a fixed hrmt has been established, the Arctutect shall be permatted to include contingencies for design, bidding and price escalauon, to determine what materials, equipment, component systems and types of constmcUon are to be included m the Contract Documents, to make reasonable adjustments m the scope of the ProJect and to include tn the Contract Documents alternate b~ds to adjust the Consta'uct~on Cost to the fixed ltrmt Ftxed hnuts, ffany, shall be mcreased ~n the amount of an increase tn the Contract Sum occurring after execution of the Contract for Construction 5.2,3 If thc Bidding Phase has not commenced within 90 days after the Arcbatect subrmts the Construction Documents to the Owner, any ProJect budget or fixed hmlt of Constmctaon Cost shall be adjusted to reflect changes m the general level of prices ~n the construcuon industry between the date of submission of the Construction Documents to the Owner and the date on wbach proposals are sought ARTICLE 6 USE OF ARCHITECT'S DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS PAGE 11 6 1 The Drawings, Speclficanons and other documents prepared by the Archatect for tbas Project are tnstruments of the Architect's servtce for use solely with respect to thss Project and, unless otherwise provided, the Aa'cbatect shall be deemed the author of these documents and shall retain all common law. statutory and other reserved nghts, tncludmg the copyright The Owner shall be permttted to retatn coptes mcludtng reproductble coptes of the Arcbatect's Drawings, Spectficattons and other documents for lnformatton and reference in connection with the Owner's use and occupancy of the Project The Archttect's Drawtngs Spectficattons or other documents shall not be used by the Owner or others on other projects tot addlnons to fins Project or for complenon of tins Project by others, unless this Agreement ts termtnated because Arcbatect ts tn de- fault oftl~s Agreement, at which nme the documents become the property of the City of Denton 6.2 Submmston or d~stnbutton of documents to meet official regulatory requirements or for snmlar purposes m connection wtth the ProJect ts not to be construed as pubhcatlon m derogation of the Aret~tect's reserved rights ~RTICLE 7 TERI~IINATION, SUSPENSION OR ABA~NDONlVlENT 7 1 Arcbatect may terrmnate thas Agreement upon not less than thsrty days written nonce should the Owner fail substannally to perform tn accordance ~vlth the terms of tbas Agreement through no fault of the Arcbatect Owner may terrmnate th~s Agreement or any phase thereof upon tlurty (30) days prior written notice to the Arcbatect with the understandtng that munedlately upon receipt of such nottce, all work and labor being performed under the Agreement shall cease unmedmtely Before the end of the thirty (30) day period, Arcbatect shall tnvotce the Owner for all work ~t performed prior to the receipt of such nonce No amount shall be due for lost or antxclpated profits All plans, field surveys, and other data related to the Project shall become property of the Owner upon termmauon of the Agreement and shall be promptly dehvered to the Owner m a reasonably orgamzed form Should Owner subsequently contract wtth a new architect for con- nnuataon of servtcas on the Project. Architect shall cooperate tn providing mformanon 7 2 If the Project ts suspended by the Owner for more than 30 consecuttve days, the Arcbateet shall be compensated for services performed prior to notice of such suspenston When the Project ts resumed, the Archttect*s compensauon shall be equitably adjusted to provide for expenses recurred m the mterruptton and resumpnon of the Arcbatect's servtces 7 3 Tbas Agreement may be terminated by the Owner upon not less than seven days written nonce to the Aretutect tn the event that the Project ts permanently abandoned If the Project ts abandoned by the Owner for more than 90 consecunve days the Arcbatect or the Owner may terminate tins Agreement by glvtng written nonce 7.4 Failure of the Owner to make payments to the Aretutect tn accordance w~th tins Agreement shall be conmdered substantml nonperformance and cause for termination PAGE 12 7 5 If the Owner fads to make payment to Architect wahm thirty (30) days of receipt of a statement for servmes properly performed, the Archttect may, upon seven days written notme to the Owner, suspend performance of servmes under this Agreement Unless Architect receives payment m full w~thm seven (7) days of the date of the nonce, the suspension shall take effect w~thout further notme In the event of a suspension of servmes under this secuon, the Architect shall have no habH~ty to the Owner for delay or damage caused the Owner because of such suspension of services 7.6 In the event of termtnat~on not the fault of the Architect, the Architect shall be compensated for servtces properly performed prior to termmatmn ARTICLE 8 MISCELLANEOUS PROVISIONS 8 1 Th~s Agreement shall be governed by the laws of the State of Texas 8.2 Terms tn ttus Agreement shall have the same meaning as those tn AIA Document A201, General Condmons of the Contract for Constructmn, current as of the date of this Agreement 8.3 The Owner and Architect, respectively, hind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, suc- cessors, assigns and legal representatives of such other party w~th respect to all covenants of tins Agreement Neither Owner nor Archttect shall assign this Agreement w~thout the written consent of the other 8.4 Ttus Agreement represents the entire and ~ntegrated agreement between the Owner and Arctutect and supersedes all prior negotiations, representauons or agreements, e~ther written or omi Ttus Agreement may be amended only by written ~nstmment s~gned bv both Owner and Arcfutect 8.5 Nothing contained ~n th~s Agreement shall create a contractual relatlonsbap with or a cause of aetaon m favor of a third party agmnst eaher the Owner or Architect 8.6 Unless otherwise provided tn this Agreement, the Architect and Architect's consultants shall have no respons~bdity for the dtscovery, presence, handhng, removal or d~sposal of or exposure of persons to hazardous materials m any torm at the Project sac, mcludmg but not lumtefl to asbestos, asbestos products, polychlonnated b~phenyl (PCB) or other toxic substances, pmxaded, however, Ambatect shall have the respons~bdtty to and shall report to the Owner the location of any hazardous material that an architect of s~mHar skill and expemse should have nonced 8.7 Upon receipt of prior written approval of O~vner, the Architect shall have the right to tn¢lude representataons of the design of the ProJect, including photographs of the exterior and interior, among the Archttect's pmmotlonal and professional materials The Arclutect's materials PAGE 13 shall not tnclude the Owner's confidential or proprietary ~nformauon tf the Owner has prevtously advised the Arctutect in writing of the specific ~nformatlon considered by the Owner to be confi- dential or proprietary The Owner shall provide professional credit for the Arcbatect on the con- structlon sign and m the promotional materials for the Project ARTICLE 9 P4,YMENTS TO THE ARCHITECT 9 1 DIRECT PERSONNEL EXPENSE 9 1.1 Direct Personnel Expense is defined as the direct salaries of the Arcbatect'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, rock leave, hohdays, vacations, pensions and s~mllar conmbunons and benefits 9 2 REIMBURSABLE EXPENSES 9 2.1 Reimbursable Expenses are in addition to compensanon for Basic and Addmonal Sermces and mclude expenses ~ncurred by the Arclmect and Arclutect's employees and consultants tn the interest of the ProJect, as ~dent~fied in the following Clauses 9 2.1.1 Expense of transportation tn connection w~th the ProJect, expenses m connecUon with authonzed out-of-town travel, long-distance communications, and fees prod for securing approval of authorities having junsdmtion over the Project 9 2.1.2 Expense of reproducttons (except the repmducnon of the sets of documents referenced m Subparagraph 2 6 19), postage and handhng of Drawings Specifications and other documents 9 2.1.3 If authorized in advance by the Owner, expense of overtime work requmng bag, her than regular rates 9.2.1.4 Expense of rendenngs, models and mock-ups requested by the Owner 9 :~.1.5 Expense of computer-aided destgn and drafting equipment time when used tn connecuon wtth the Project 9.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES 9.3.1 Payments for Basra Services shall be made monthly and where apphcable, shall be tn propornon to servmes performed wtthm each phase of service, on the basis set forth tn Subpara- graph 10.2 2 PAGE 14 9 3 2 [f and to the extent that the Ume ~nmallv estabhsnec~ m Subparagraph [0 4. I o£ th~s -kgreement ~s exceeded or extended through no tault or the krchltect compensation tot anv servtces rendered dunng the addmonal period ot Ume ~hall be comouted tn the manner set ~orth m Subparagraph I0 2 2 9 3 3 When compensation ~s based on a percentage ot Cons,ructmn Cost and any portions ot the Project are deleted or othenv~se not constn, cted compensatton ~or those pomons ot the Project shall be payable to the extent ~erv,ces are pertormed on those noruons m accordance w,th the schedule set forth m Subparagraph l0 2 2 based on (I) the lowest oona fide bid or (2) if no such bid or proposal is received the most recent prehmmarv esumate or Construction Cost or detailed esumate of Construcuon Cost tot such portions ot the Project 9 4 PAYNIENTS ON -kCCOUNT OF ADDITION 4.L SERVICES 9 4.1 Payments on accotmt of the -)u'ch,tect's &ddmona, £erv~ces and for ReLmbursable Expenses shall be made monthly upon presentat,on ot the -krchltec % statement ot serv,ces rendered or expenses mcurred 9 5 Pa_YMENTS WITHHELD 9 5 1 No deducttons shall be made h'om the .-X.rcNtect's com~ensanon on account of penalty, hqutdated damages or other sums withheld fi'om payments to corm'actors, or on account of the cost of changes m the Work other than those tbr whtch the -krct'utect ~s res~onsible 9 6 ARCHITECT'S -XCCOUNTING RECORDS 9 6.1 ~'c~tect ~hall make available to Owner or Oxx net's authorized representative recorcts ot Remabursable Expenses and expenses perta.nmg to -kddmonal Sew,ces and services performed on the basts ota multiple ot D~rect Personnel Expense tor mspecuon and copwng dtmng regular business hours [or three vears a~er the date of the final Certificate ot Payment, or unttl any htlgutton related to the Project ~s final whichever date ~s later 4,RTICLE 10 BASIS OF COMPENSATION The Owner shall compensate the .krci'utect as follows I0 1 BASIC COMPENSATION I0.1.1 FOR BASIC SERX/ICES as described in -krt;cle 2 .mu anv other services included tn -krucle l I as part of Basic Services Bas~c Compensat,on shall be ~56,500.00 10 1.2 Progress payments tot Basra Services tn each phase ~hall total the following PAGE 15 pementages otthetotal Basic Compensation pavao~e Convert Existing Floor Plans to CADD: 5~ $ Z,SZ5 Z Weeks Schematic Design Phase: 10~ $ 5,650 ~ Weeks Destgn Development Phase: I0~ $ 5,650 Z Weeks Construction Documents Phase: 45~ $25,425 6 Weeks Bid/Negotiation Phase: 10[ $ 5,650 4 Weeks Construction Administration Phase: 20[ $11,300 25 Weeks 10.2 COMPE'~SATION FOR -~DDITIONAL SER% ICES 10.2 1 FOR PROJECT REPRESENTATION BE~ OND B4SIC SERVICES as described m Paragraph 3.2' compensation ~halI be computed as Lollox~ s Houri y poe 1 fl. P. 2 1022 FOR -LDD[TIONAL SERVICES OF THE -kRCHITECT as descnoed tn M'tlcles 3 and 11 other than (I) -kddmonal Project Representanon ~s ,:escnoed tn Para,son 22 and services mctuded m -krtlcle [ [ as part ot Addmonal Se,~ zces ~ut exc uamg se~lces ot ~.onsultants compensauon shall be computed as tollows Principals $~ nn ~er ~our .~socmtes J_,5. pe" qour Techmcat Staff --I.S per ,~our Clencal Staff as per qour 10.2.3 FOR -kDD[TIONAL SERVICES OF CONSL2.7-LNTS mcmamg addmonal structural mechamcai and elecmcal engtneenng ,eI'xlces 2ha ho~e provided unue- Subparagraph 3416 or identified m -krt,cle [ [ as part ot ~.dd,t:onal Se"' ~ces x 'nultmle or I ~ lmes the amounts billed to the 4rclutect ~or such services 103 REIMBURSABLE EXPENSES 10.3.1 FOR RELV[BUP. SABLE EXPENSES as aescnoea .n Paragraph 92 and any other ~tems mcluded in Amcle 11 as Reimbursable Expenses a multiole or 1 o15 times the expenses Incurred by the -Xretutect the &rchltect's emplovees ana consultants tn the interest ot the Project 10.4 .-Ki)DITIONAL PROVISIONS 10.4.1 [F THE BASIC SERVICES coxered bx this a~eement have not ,eeo completed wtthm 1~ ~onths ot the date ot executlon hereot tlu'ougn no suit or the -Xxclutect extension ot the -kretumct's ~ervtces beyond that t,me ~hall be ,.ompe'~sated as oroxtded tn Subparagraphs 932 and 1022 104.2 Pavments are due and payable ~ortv-tive ~.1.5'~ daxs a'om the date or the hrchtteet's PAGE ~nvome Amounts ~or servmes properly performed which rematn unpatd stxty (60) davs after the tnvmce date shall bear ~nterest at the rate of one (l%) percent per month ARTICLE 11 OTHER CONDITIONS OR SERVICES 11 1 Architect shall matntam at no expense to Owner, a professtonal habdttv (errors and om~sstons) tnsurance pohcy placed w~th a company rated at least B+/X bv Best's Key Rating Grade, authorized to do bustness tn Texas tn an amount not less than one mdhon dollars (S 1,000,000) Such pohcy shall name the Owner as addttmnal insured and shall reqmre the g~wng of written notme to Owner at least thxrty days prior to cancellatmn non-renewal or material modfficanon of pohc~es evtdenced by return receipt of Umted States Certffied Mml Archaect shall furmsh Owner wtth copras of smd pohc~es or certfficates evtdencxng such coverage 11 2 .krch~tect agrees to tndemmfy, hold harmless and detend the C~tv at Architect's cost, tts officers, agents, and emplovees from and against any and all clatms or stats for mjunes damages, loss, or habdtty of whatever kind or character, ansmg out of'or tn connection wtth the performance by the ,M'ch~tect of those servtces contemplated bv th~s Agreement based upon allegations ofneghgent acts or omtsstons of Architect its officers, agents, employees, consultants and subcontractors Thts Agreement entered ~nto as of the day and year first written above CITY OF DENTON TEXAS, Calvert & Co/Architects, Inc. OWNER kRCHITECT MICI-~,~EI.~'~V/$~Z, C~IANAGER R~¢hard ~.- Ca~,~, P[estdent