denton county, texas request for qualifications architectural services

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DENTON COUNTY, TEXAS REQUEST FOR QUALIFICATIONS ARCHITECTURAL SERVICES FOR DENTON COUNTY JAIL PRE-TRIAL ADDITION AND RENOVATION RFQ #06-13-2197 I. General Denton County Commissioners Court is requesting Qualification Statements from firms who can adequately demonstrate they have the resources, experience and qualifications to guide the County through a comprehensive process of developing a master site plan, and preparation of plans and specifications for building design. If your firm would be interested in submitting qualifications for this project, please submit four (4) complete sets prior to 2:00 p.m., Monday, July 29, 2013. Qualification Statements should be sent to: Beth Fleming, CPSM, C.P.M., CPPO Director of Purchasing Denton County Purchasing 401 W. Hickory, Suite 324 Denton, Texas 76201 Late statements will not be accepted. Each firm is responsible for insuring responses to this RFQ have been delivered by date, time and location specified. All questions shall be posted to Denton County’s on-line bidding services, www.bidsync.com, by stated deadline. Bidders are responsible for insuring all answers to questions are reviewed prior to submittal. Except for the submission of written questions or in response to requests or inquiries from Denton County, firms shall refrain from contacting members of the Selection Committee, Commissioners Court, consultants, or other staff with respect to this RFQ or the selection process. By submitting a response to this RFQ, each firm unequivocally acknowledges that he/she has read and fully understands this RFQ, and has asked questions and received satisfactory answers from Denton County regarding any provisions of this RFQ with regard to which clarification was desired. All responses submitted become the property of Denton County and are subject to the Public Information Act (Texas Government Code Chapter 552). All documentation shall be open for public inspection, except for trade secrets and confidential information so identified by firm as such. All confidential information should be specifically and conspicuously marked as such in red. Denton County will follow all requirements and procedures in the Public Information Act when responding to requests for disclosure of documents.

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DISCLOSURE OF CERTAIN RELATIONSHIPS: Chapter 176 of the Texas Local Government Code requires that any vendor or person considering doing business with a local government entity disclose in the Questionnaire Form CIQ, the vendor or person's affiliation or business relationship that might cause a conflict of interest with a local government entity. By law, this questionnaire must be filed with the records administrator of Denton County no later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed as defined in 176.006, Local Government Code. A person commits an offense if the person violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. A copy of the law is available at: http://www.statutes.legis.state.tx.us/Docs/LG/htm/LG.176.htm. The forms for reporting are available at: http://www.ethics.state.tx.us/whatsnew/conflict_forms.htm By submitting a response to this request, the vendor represents that it is in compliance with the requirements of Chapter 176 of the Texas Local Government Code. If required, send completed forms to the Denton County Clerk's Office located at 1450 E. McKinney, Suite 1103, Denton, TX 76209-4524. HISTORICALLY UNDERUTILIZED BUSINESS (HUB) CONTRACTING: The goal of Denton County is to ensure all HUBs, as described in the Texas Government Code, Title 10 Subtitle D, Chapter 2161, have maximum opportunities to participate in the County’s procurement in awarding of contracts and subcontracts. Denton County will make a good faith effort to increase contract awards for the purchase of goods or services from the HUBs. HUB vendors are encouraged to participate in the county’s purchasing and bidding process. While the County is oriented to adhere to good faith efforts, nothing in this effort shall be construed to establish set-asides or mandatory quotas. The County and all prime contractors (if subcontracts are to be let) will take the affirmative steps listed below: 1. Placing qualified small and minority businesses and women’s business enterprises on solicitation lists. 2. Assuring that small and minority businesses, and women’s business enterprises are solicited whenever they are potential sources. 3. Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority business, and women’s business. 4. Establishing delivery schedules, where the requirements permit, which encourage participation by small and minority business, and women’s business enterprises. 5. Using the services and assistance of the Small Business Administration, the Minority Business Development Agency of the Department of Commerce and the Texas Comptroller’s (TPASS) Centralized Master Bidders List HUB Directory.

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II. EVALUATION The Request for Qualifications will be evaluated using a point system (100) on the following categories. Short list firms will be determined from the initial ranking of qualifications received and will not include three to five firms as determined in the best interest of the County. A.

Firm Qualifications (40) 1. Background/Qualifications of the Firm/Team (20) 2. Availability and dedication to Denton County projects (5) 3. Contract requirements (5) 4. Response to Disclosure Requirements in V. 6. (5) 5. Clarity and brevity of the response and requested information included and thoroughness of response to the requirements (5)

B.

Technical Qualifications (By Project) (60) 1. Qualifications of key personnel adequate for requirement (10) 2. Verifiable relevant experience (20) 3. Understanding of the project (10) 4. Creativity and thoroughness of proposed approach and/or methodology to providing services (20)

It is understood that Denton County reserves the right to accept or reject any and/or all responses to this RFQ as it shall deem to be in the best interest of Denton County. Receipt of any Qualification Statements shall be received and acknowledged only so as to avoid disclosure of the contents to competing bidders and kept secret during the negotiation/evaluation process. However, all documentation shall be open for public inspection after a contract is awarded, except for trade secrets and confidential information so identified by bidder as such. All confidential information should be clearly marked in red. Once Qualification Statements are reviewed, a recommended ranking will be compiled by an Evaluation Committee appointed by Commissioners Court and a short list will be determined. At the sole discretion of Denton County, the short list firms may be required to appear for oral presentations. The oral presentations, if required, shall be conducted so as to solicit information to enable the committee to evaluate the capability of the applicable firms to provide the project specific services. Denton County will notify the firms of the schedule, order and procedure for the presentation, including the content, time limits, use of handouts or visual aids, etc. The oral presentations shall be scored by the Selection Committee. Notwithstanding the foregoing, Denton County emphasizes that it may elect to forego oral presentations. Consequently, all responses shall be comprehensive and clear on their face, and no firm should rely upon the opportunity to present additional or clarifying information at a later time.

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Upon conclusion of the selection process, Denton County will attempt to negotiate a contract for the provision of services with the most qualified firm. Negotiations will include selection of specific services as in the best interest of Denton County. The selected firm must be prepared to enter negotiations with each service individually represented by costs and necessity to the overall project. Denton County may elect to contract for any or all of the proposed services after negotiations. If a satisfactory contract cannot be reached, negotiations will end with that firm and negotiations will begin with the second most qualified firm, and so on according to the provisions of the Chapter 2254 of the Texas Government Code. Denton County Commissioners Court will make the final selection and approve the proposed contract. Any cost or expense incurred by the Respondent that is associated with the preparation of the submittal, if any, or during the phase of the selection process shall be borne by the Respondent.

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III. Scope of Services The intent of this solicitation is to obtain the professional services of a qualified firm to work with Denton County to develop and design plans and specifications for the project. The Scope of Services will include coordination with the appropriate related entities of Denton County government including, but not limited to, the Commissioners Court, the office of the District Attorney, Purchasing, and support services related thereto. The goals of the awarded respondent will be to assist the County to: A. Perform all tasks required to provide a complete, functional and usable space that meets the end users’ program requirements. B. Plan and define the project in conjunction with affected departments of the County to include: 1. utilizing components of the Denton County Master Space Plan and other available data relative to this project; 2. conducting a series of meetings and on-site visits with the users, both collectively and individually, to thoroughly understand and complete the programming; and 3. coordinating with staff from County’s Facilities Department and Technology Services Department to determine systems and other requirements. 4. to develop plans and specifications that balance environmental efficiencies with economic and productivity issues and is designed to optimize energy performance. C. Prepare plans and specifications for site to include budget and schedule with possible phasing based on priorities established by Commissioners Court and bring defined project to County for approval. D. Proceed with Design Development Phase to include drawings, calculations, and specifications that clearly describe the architectural character of and materials to be used in the construction of the project; proposed equipment layouts; structural system in all essential features; electrical, mechanical and plumbing systems; landscaping and site work. E. Upon approval of Design Development Documents, proceed with the preparation and submittal of the Construction Documents with an updated project schedule and updated cost estimate for County approval. F. Coordinate project development with all related County agencies and offices. G. Coordinate the implementation and performance of all construction contracts through completion of the project. Page 5

IV. Project Description The intent of this RFQ is to solicit qualification statements for the Denton County Jail PreTrial Addition and Renovation Project. The County reserves the right to award the RFQ as it is determined to be in the best interest of Denton County. The project is described as follows: Expansion of the Denton County Pre-Trial book-in area within the existing Pre-Trial building. The building is part of a working jail so special accommodations will need to be taken. The project includes the addition of another drive lane to the existing sally port. There will need to be coordination with Denton County staff, local AHJ and also the Texas Jail Commission. Denton County has developed a general program for the Capital Improvement Program for funding purposes. The program is a general scope definition and design concept but the owner may decide to make modifications to the program and final solution. The program will be provided to the selected firm and review of the program is not part of this solicitation. V.

Qualifications Statements Submittals shall take the form of a bound 8 ½ inch by 11 inch report in portrait orientation with a Table of Contents and all pages numbered in sequence. Binding must allow reports to lay flat when opened and may be either wire or GBC (no 3 ring binders). Response to this RFQ should be limited to the following page limitations (single sided) and format in order to simplify evaluation. Section dividers do not count in the page limitations. Minimum font type or font size on graphics and charts shall be 10 point. Type size for text shall be 12 point. Each section (A & B) shall be clearly identified and tabbed. Respondents shall not submit pricing in this package. A.

Firm 1. Cover Page and Table of Contents (2 pages) 2. Executive Summary to include name, address, and telephone number of the firm submitting the proposal, a summary of the firm’s interest in this service, and the name of one or more individuals authorized to represent the consultant in its dealings on a contractual basis (2 pages). 3. Company/Team qualification information including a description of the firm’s experience with other services similar to the one described herein. HUB status, if applicable, shall be identified for the firm and all proposed subconsultants (3 pages). 4. A statement concerning the firm’s ability to comply with a dedicated and accelerated schedule upon direction of the Denton County Commissioners Court (1 page).

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5. A description of what information will be required during negotiations to finalize the contract with your firm. Denton County’s standard Architectural Contract is included in Appendix B (1 page) and any exceptions shall be identified. 6. Disclosure: a. Any respondent to this RFQ shall disclose all potential conflicts of interest or representation of any firm that could be involved in the proposed program and acknowledgement of compliance with Section 176.001 of the Government Code as required herein. The disclosure section of this RFQ must be addressed specifically in your response, even if no conflicts exist. Disclosure of Certain Relationship forms, if required, shall be submitted to the Denton County Clerk and not submitted with your response (1 page). b.

Respond to each of the following (2 pages total):

1. Address any litigation that your firm may be, or has been, involved in over the last five (5) years. 2. Identify if your firm has had any contracts terminated due to nonperformance over the last five (5) years. 3. Identify adverse actions sanctioned by any regulatory authorities over the last five (5) years. B.

Technical Qualifications 1. Names and qualifications of Team key personnel who will participate in the project and their individual responsibilities. An organization chart and required qualification documentation shall be included (3 pages). 2. Verifiable experience on similar size and complexity of projects including a summary report on a minimum of 5 projects including budget, description of project, and reference information. (5 pages). 3. A summary statement identifying your firm’s understanding of the project services desired and the manner in which coordination and the exchange of information for a successful project will be assured between all parties (1 page). 4. A narrative outline describing the approach and/or methodology to be taken by your firm to represent the interests of Denton County during each project. Documentation should include overall approach as well as the proposed methodology by identified tasks. (5 pages) Page 7

EXHIBIT A

Denton County Jail Pre Trial Facility 1406 Troy H. LaGrone Drive. Denton, Texas 76205

Denton County, Texas Capital Improvement Program FY2010-17 From Fiscal Year: Project Title: Total Program Cost $3,500,000

To Fiscal Year: 2013 2013 Pre-Trial Inmate Handling and Transport Remodel

Sheriff's Pre-Trial Center Dept. Priority # 1

Building:

Current Funding

Year 1

Year 2

Year 3

Year 4

Year 5

Year 6

Year 7

Year 8

To-Date

2009-10

2010-11

2011-12

2012-13

2013-14

2014-15

2015-16

2016-17

$0

$0

$0

$0

$3,500,000

$0

$0

$0

$0

Description and Scope of Project This project would redesign the current inmate book-in and release areas, add on to the Pre-Trial sally port, and create a transport bridge between the PreTrial Center and the Courthouse holding facility.

Purpose and Need Including Operational Efficiencies and Savings Remodel of the book-in area would increase security of intake procedures and release of inmates by separating the areas where these functions take place. It would eliminate visual sight deficiencies of pre-trial detainees in current holding cells by moving to an open design book-in area. A bridge between the Pre-Trial facility and the Courthouse would significantly increase the security of transporting inmates to and from court, reduce the need for additional staff and vehicles, and speed up the process of inmate movement between the two buildings.

History and Current Status The current design of Pre-Trial intake area is inefficient and creates security issues. The TX Jail Standards Commission inspectors consistently note that there is no clear line of sight between book-in and the detainee holding cells. Book-in and release areas overlap with each other and the employee entrance, creating security issues, increasing the possibility of accidental release or escape attempts, and slowing the access and egress to the facility. Transportation to and from the Courthouse is currently a labor intensive and timely process, requiring staff to load inmates in a vehicle and drive them across the street. Deputies move approximately 160 inmates every week, plus in-court arrests and mental health hearings.

Program Breakdown and Operating Budget Impact Description/Basis for Estimate Design Cost Construction Expense

FY 2010

FY 2011

FY 2012

FY 2013

FY 2014

FY 2015

FY 2016

FY 2017

$350,000 $3,150,000

Total Program Cost Operating Budget Summary: Staffing Expense Supplies and Maintenance Expense Capital Equipment Total Operating Cost

$0

$0

$0

$3,500,000

$0

$0

$0

$0

$0

$0

$0

$0

$0

$0

$0

$0

This Section to Be Completed by Capital Improvement Committee Only Category:

Buildings/Land

Schedule of Activities Activity

From

Total Cost Completed by: GL Department Name:

Suggested Method of Financing To

Funding Source Fund Balance - FY _______ Budget Process - FY _______ Tax Notes - FY 2013 Sale of Property - FY ________ Future Bond Election - FY ______

Amount

$0

Amount

$3,500,000

Funding Requirements

LHowell

$3,500,000

Date: Sheriff / County Jail

58

1/29/2010

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EXHIBIT B AGREEMENT FOR ARCHITECTURAL SERVICES BETWEEN OWNER AND ARCHITECT This AGREEMENT FOR ARCHITECTURAL SERVICES BETWEEN OWNER AND ARCHITECT (the “Agreement”) is made and entered into by DENTON COUNTY (“the Owner”),

a

political

subdivision

of

the

State

of

Texas,

and

___________________________________ (the “Architect”). This Agreement is executed under seal and shall be effective on the date executed by the last party to this Agreement as set for below. The architectural services required by this Agreement are to be rendered for a construction project identified as the ____________________________________________ (the “Project”). NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements stated herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Owner and the Architect agree: ARTICLE 1. REPRESENTATIONS AND WARRANTIES By executing this Agreement, the Architect makes the following express representations and warranties to the Owner: 1.

The Architect is professionally qualified to act as the architect for the Project and is

licensed to practice architecture by all public entities having jurisdiction over the Architect and the Project and will carry out the responsibilities and obligations identified in this Agreement in accordance with the local standard of care and all applicable laws, codes and regulations; 2.

The Architect shall maintain all necessary licenses, permits or other authorizations

necessary to act as architect for the Project until the Architect’s duties hereunder have been fully satisfied; 3.

The Architect has become familiar with the Project site and the local conditions under

which the Project is to be designed, constructed, and operated; 4.

The Architect shall prepare all documents and things required by this Agreement

including, but not limited to, all Agreement plans and specifications in such a manner that they shall be accurate, coordinated and adequate for construction, and shall be in conformity and comply with all applicable law, codes and regulations;

Architectural Design Services – __________________________________

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5.

The Architect assumes full responsibility to the Owner for the improper acts and

omissions of its consultants or others employed or retained by the Architect in connection with the Project; 6.

The Architect further understands that the Denton County Construction Manager is

deemed to act as Project Manager at all times unless the Owner appoints a designated Project Manager by specific Court action. The Architect shall communicate and coordinate with the Project Manager. In the event the Owner appoints a designated Project Manager, the Architect shall communicate and coordinate with the designated Project Manager and the Denton County Construction Manager. 7.

The Architect shall perform the Scope of Work defined in this Agreement and as

described in Exhibit A of the Architect’s Proposal ________ dated _______________ (“Proposal”), and all Bid Specifications and any Addendums and/or Amendments thereto, all of which are incorporated herein for all intents and purposes as if they were specifically set forth herein. 8.

The Architect shall, at each phase of the Project design process, present the Schematic

Design package to the Project’s Steering Committee. The Architect shall submit the Steering Committee’s accepted Schematic Design package to the Denton County Commissioners Court for consideration and approval. ARTICLE 2. PRELIMINARY CONSULTATION, EXAMINATION AND REPORT Prior to the preparation of the Schematic Design as required by Article 3 below, the Architect shall first consult in detail with the Owner and shall carefully examine any information provided by the Owner concerning the Owner’s purposes, concepts, desires and requirements (the “Owner’s Criteria”), including but not limited to, any design, construction, scheduling, budgetary or operational Project needs, restrictions or requirements. The Architect understands that such consultation shall include group or individual meetings with potential occupants, elected officials and department heads at the Owner’s discretion. Following such examination, the Architect shall prepare and submit to the Owner a written report, hereinafter referred to as the ______________________________________________________________________________ _____________________________________________ (Project), detailing the Architect’s understanding of the Owner’s Criteria and identifying any design, construction, scheduling, budgetary, operational, or other problems or recommendations which may result from the Owner’s Criteria. The written report of the Architect shall also include proposed solutions, if appropriate, addressing each of such identified problems. Architectural Design Services – __________________________________

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ARTICLE 3. SCHEMATIC DESIGN After reviewing, with the Owner, the written report required by Article 2 above, agreeing upon any proposed solutions to identified problems resulting from the Owner’s Criteria, and in no event later than ____ days after approval of the report as submitted in Article 2 above, the Architect shall submit to the Owner proposed schematic diagrams detailing a maximum of three (3) alternative approaches to design and construction of the Project including preliminary budget estimates, sketches, and/or illustrations for the proposed alternatives. ARTICLE 4. PRELIMINARY DESIGN AND PRICE ESTIMATE 1.

After reviewing, with the Owner, the written report required by Article 2 above, the

various schematic designs required by Article 3 above, and agreeing upon any proposed solutions to identified problems resulting from the Owner’s Criteria and the selection of a schematic design, and in no event later than _____days after the approval of schematic design, unless otherwise approved in writing by the Owner’s Project Manager, the Architect shall draft and submit to the Owner a Preliminary Design for the Project. The Preliminary Design shall be consistent with the Owner’s Criteria, as, and if, modified, and shall include the following: (a)

(b) (c) (d)

(e) (f)

(g)

2.

Preliminary plans which depict, as appropriate, each of the basic aspects of the Project, including but not necessarily limited to, the size, location and dimensions of each structure; Preliminary plans which depict each exterior view of each structure; A floor plan for each room within the Project and the dimensions thereof; Written preliminary specifications, together with preliminary plans, if and as necessary or useful to the Owner, of the architectural, electrical, mechanical, structural and, if relevant, other systems to be incorporated in the Project; A written description of the equipment and materials to be specified for the Project and the location of same; Any other documents or things necessary or appropriate to describe and depict the Preliminary Design and the conformity of same with the Owner’s Criteria (as, and if, modified as set forth above) for the Project; and 3 dimensional views of the building exterior and primary interior spaces. REVIT software shall be used for the backbone of the 3D views.

The Architect, if required, shall modify the Preliminary Design a maximum of two (2)

times at no additional cost to the Owner, provided the Owner does not substantially modify the Owner’s Criteria. Additional changes will be considered additional services. 3.

The Architect, if requested, shall participate in discussions of the Preliminary Design with

potential occupants, elected officials and department heads.

Architectural Design Services – __________________________________

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4.

In preparing the Preliminary Design, the Architect shall, subject to Owner’s approval,

retain an experienced and qualified geotechnical consultant to evaluate all geotechnical considerations relating to the design and construction of the Project, and subject to Owner’s approval, retain an experienced and qualified surveyor to prepare all necessary surveys and plats required for the design and construction of the Project. The Architect shall be responsible for designing the Project in accordance with the analyses and recommendations of its geotechnical consultant and surveyor.

The Architect shall provide all required survey(s) (inclusive of

topographic, boundary and utility surveys, if needed) and plats, including but not limited to, spot elevations, topographic contours, and that depict all existing utility locations on the property that is to be developed. The survey, platting and geotechnical fees are to be paid directly by the Architect and are part of the Architect’s fee. The Architect shall use one of the geotechnical and surveying firms pre-qualified by the Owner. Upon completion of the Preliminary Design, the Architect shall submit to the Owner, in writing, its estimate of the Architect’s anticipated price for constructing the Project in accordance with the Preliminary Design. ARTICLE 5. DESIGN FOR CONSTRUCTION 1.

Upon written direction from the Owner, after reviewing with the Owner the Preliminary

Design required by Article 4 above, and after incorporating any changes or alterations authorized or directed by the Owner with respect to the Preliminary Design or with respect to the Owner’s Criteria, as, and if, modified, and in no event later than ______ days after the approval of preliminary design, the Architect shall draft and submit to the Owner the Design for Construction. The Design for Construction shall include, but shall not necessarily be limited to, plans and specifications which describe with specificity all systems, elements, details, components, materials, equipment and other information necessary for construction. The Design for construction shall be accurate, coordinated and in all respects adequate for construction and shall be in conformity, and comply with all applicable law, codes and regulations. The Architect shall attend any required plan reviews with local officials and shall inform the Owner in sufficient time for the Owner to attend. Products, equipment and materials specified for use shall be readily available unless written authorization to the contrary is given by the Owner. 2.

The Architect, on behalf of the Owner, shall submit for review any and all documentation

necessary for the approval of the Project as required by local, state or federal laws or regulations.

Architectural Design Services – __________________________________

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3.

The Architect shall incorporate any and all bidding information, bidding forms, and

contracts as may be required by the Owner with the project Specifications and drawings to form a complete set of bidding documents. 4.

The Architect shall provide six (6) sets of the complete bidding documents and a full set

of plans on computer disk/CD/DVD in CAD (dwg), REVIT (RVT) and PDF (computer format) to the Owner. The Architect shall provide one set each of complete bidding documents to a maximum of five (5) plan shops as designated by the Owner. 5.

The Architect shall use REVIT software to fully coordinate architectural, mechanical,

electrical, plumbing and structural disciplines. ARTICLE 6. BIDDING/NEGOTIATION 1.

During the bid advertising period and prior to bid opening, the Architect shall issue full

sets of bidding documents to interested contractors upon the Contractor’s deposit for such documents. The Architect shall return the Contractor’s deposit upon return of the bidding documents, provided the Contractor has returned them in compliance with the Architect’s requirements. 2.

During the bid advertising period and prior to bid opening, the Architect shall be

responsible for issuing a maximum of twenty (20) sets of bidding documents. Should more than twenty (20) sets be required, the Architect shall be reimbursed for those sets in excess of twenty (20). Excess sets shall be reimbursed at the cost of reproduction less the proceeds from any unrefunded deposits provided the Owner has approved the requested number of excess sets of bidding documents in writing. 3.

Prior to bid opening, the Architect shall: (a) (b) (c)

4.

provide Owner a copy of any and all written approvals of product substitutions, attend any and all pre-bid meetings; and provide to the Owner any necessary addenda or clarifications as necessary to ensure the Design for Construction is accurate, coordinated and in all respects adequate for construction.

After bid opening, the Architect shall assist the Denton County Purchasing Department in

assessing the qualifications of the apparent low bidder to determine if said bidder is qualified to construct the project. ARTICLE 7. FINAL PRICE ESTIMATES Contemporaneously with the submission of each required submission, the Architect shall submit to the Owner in writing its estimate of the contractor’s anticipated price for constructing Architectural Design Services – __________________________________

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the Project. Once submitted, the price estimates shall not be increased or decreased by the Architect unless the Design is changed upon authorization by the Owner. In such event the final anticipated price estimate shall be adjusted by the Architect to reflect any increase or decrease in anticipated price resulting from the change in the Design. ARTICLE 8. EXCEEDING AN ESTABLISHED “MAXIMUM PRICE” Prior to directing the Architect to proceed with each phase, the Owner shall establish and communicate to the Architect a maximum amount for constructing the Project (the “Maximum Price”).

The price of bid alternatives approved by the Owner will not count against the

Maximum Price. In the event the Architect’s price estimates exceed the Maximum Price, or in the event the lowest bid or negotiated proposal from a qualified contractor exceeds the Maximum Price, the Owner may require the Architect, at no cost to the Owner, to consult with the Owner and to revise the Design for Construction so as to obtain a bid or proposal at or below the Maximum Price. To meet the maximum price, in concert with the Owner, the Architect shall have the authority to adjust the quantity and/or quality to bring the Project within the maximum cost. Absent clear and convincing evidence of gross negligence of the Architect in making its final anticipated price estimate or in designing the Project without regard to the Maximum Price, providing such revisions shall fulfill the Architect’s liability to the Owner in connection with the Maximum Price. ARTICLE 9. DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE ARCHITECT DURING CONSTRUCTION During construction of the Project, and at all times relevant thereto, the Architect shall have and perform the following duties, obligations and responsibilities: 1.

In addition to its duties, obligations and responsibilities set forth in the following

subparagraphs of Article 9, the Architect shall have and perform those duties, obligations and responsibilities set forth in the Contract between Owner and Contractor (“the Construction Contract”). 2.

The Architect shall, as contemplated herein and in the Construction Contract, but not

otherwise, act on behalf and be the agent of the Owner throughout the construction of the Project. Instructions, direction, and other appropriate communications from the Owner to the Contractor shall be given to the Contractor by the Architect. The Owner reserves the right to communicate with the Contractor directly and shall keep the Architect informed of any such communication. Architectural Design Services – __________________________________

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3.

The Architect shall issue to the Contractor three (3) full sets of the Design for

Construction. 4.

If a competent authority having jurisdiction over the Project requires any changes to the

Design for Construction, such changes shall be made by the Architect. The Architect shall provide one (1) set of documents to the Owner and three (3) sets of documents to the Contractor detailing all changes. Such changes and said documents shall be provided by the Architect at no additional cost. Should such changes be required by the enactment or revision of codes, laws or regulations subsequent to the preparation of bidding documents, the Architect shall be compensated for making such changes and providing documentation in accordance with Article 13(c) hereinbelow. 5.

Upon receipt, the Architect shall carefully review and examine the Contractor’s Schedule

of Values, together with any supporting documentation or data which the Owner or the Architect may require from the Contractor. The purpose of such review and examination shall be to protect the Owner from an unbalanced Schedule of Values which allocates greater value to certain elements of the Work than is indicated by such supporting documentation or data or than is reasonable under the circumstances. If the Schedule of Values is not found to be appropriate or if the supporting documentation or data is deemed to be inadequate, and unless the Owner directs the Architect to the contrary in writing, the Schedule of Values shall be returned to the Contractor for revision or supporting documentation or data. After making such examination, if the Schedule of Values is found to be appropriate as submitted, or if necessary, as revised, the Architect shall sign the Schedule of Values thereby indicating its informed belief that the Schedule of Values constitutes a reasonable, balanced basis for payment of the Contract Price to the Contractor. The Architect shall not sign such Schedule of Values in the absence of such belief unless directed to do so, in writing, by the Owner. 6.

The Architect shall carefully inspect the work of the Contractor whenever the Architect is

on site, and shall, at a minimum, inspect work at the Project site no less frequently than once a week and one (1) of the week’s visits shall coincide with the contractors request for payment, unless more extensive on-site representation is stipulated elsewhere in this Agreement. The Architect shall inform the Owner of the time of such inspection so that the Owner might participate. In addition to the minimum inspections required, the Owner’s Project Manager may direct, in writing, additional inspections. Such additional inspections, in excess of one (1) per week, shall be billed in accordance with Article 13, Paragraph 3, below. The purpose of such inspections shall be to determine the quality and quantity of the work in comparison with the requirements of the Construction Contract. In making such inspections, the Architect shall Architectural Design Services – __________________________________

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endeavor to protect the Owner from continuing deficient or defective work, from continuing unexcused delays in the schedule and from overpayment to the Contractor. The Architect shall submit a written report of such inspection, together with any appropriate comments or recommendations to the Owner no less frequently than once a month to coincide with the contractors requests for payment. 7.

The Architect shall initially approve periodic and final payments owed to the Contractor

under the Construction Contract predicated upon inspections of the work as required in Article 9, Paragraph 6, hereinabove, and evaluations of the Contractor’s rate of progress in light of the remaining Contract Time, and shall issue to the Owner Approvals of Payment in such amounts. By issuing an Approval of Payment to the Owner, the Architect reliably informs the Owner that the work for which payment is approved has reached the quantities or percentages of completion shown, or both, that the quality of the Contractor’s work meets or exceeds the requirements of the Construction Contract, and that under the terms and conditions of the Construction Contract, the Owner is obligated to make payment to the Contractor of the amount approved. The Owner reserves the right to adjust or withhold payment in accordance with the Contract for Construction. 8.

The Architect shall promptly provide appropriate interpretations as necessary for the

proper execution of the work and may authorize minor changes in the work not involving an adjustment in the Contract Sum or an extension of time. Any such interpretations changes or adjustments shall be forwarded to the Owner immediately for the Owner’s review. 9.

The Architect shall reject, in writing, any work of the Contractor which is not in

compliance with the Construction Contract unless directed by the Owner, in writing, not to do so. 10.

The Architect shall receive, examine, study and approve, or otherwise respond to, the

Contractor’s shop drawings and other submittals within seven (7) working days. Approval by the Architect of the Contractor’s submittal shall constitute the Architect’s representation to the Owner that such submittal is in conformance with the Construction Contract. 11.

The Architect shall receive and promptly examine and advise the Owner concerning

requests for Change Orders, whether initiated by the Owner, or by the Contractor and approved by the Owner. If after evaluating said Change Orders, the Architect believes the Change Order substantially alters the Design for Construction or the Owner’s Criteria, the Architect, if requested by the Owner, shall provide the Owner with the cost to provide the Change Order documents. Change Orders necessary to clarify or correct the Design for Construction shall be prepared at no cost to the Owner. Architectural Design Services – __________________________________

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12.

The Architect shall transmit to the Owner all manuals, operating instructions, as-built

plans, warranties, guarantees and other documents and things required by the Construction Contract and submitted by the Contractor within thirty (30) days from the date of substantial completion. 13.

The Architect shall testify in any judicial proceeding concerning the design and

construction of the Project when requested in writing by the Owner and the Architect shall make available to the Owner any personnel or consultants employed or retained by the Architect for the purpose of reviewing, studying, analyzing or investigating any claims, contentions, allegations or legal actions relating to, or arising out of, the design or construction of the Project. 14.

The Architect shall review any as-built drawings furnished by the Contractor and provide

the Owner with a corrected set of plans based on information provided by the Contractor on computer disk/CD/DVD in CAD (dwg), REVIT (RVT) and PDF (computer format), as requested by the Owner within thirty (30) days after final completion. 15.

The Architect shall, without additional compensation, promptly correct any errors,

omissions, deficiencies or conflicts in the work product of the Architect or its consultants, or both. 16.

Nearing the end of the construction phase, the Architect shall provide services to ensure

an orderly transition in occupying the newly constructed facility. The Architect shall develop a transition program which will provide a systematic approach to start-up and occupancy of the facility. A process shall be formalized which ensures that all functional area and facility-wide needs are identified. Activity checklists shall be developed for each component of the facility covering all operational aspects.

Responsibility assignments for these activities shall be

developed. The Architect shall also assist appropriate staff in developing an operations manual, which will detail and explain every procedure anticipated in the facility. Training workshops shall be conducted so that the operation of any new or unfamiliar equipment or procedure can be tested and operated on-site. The following tasks shall be performed during this stage: (a) (b) (c) (d)

A schedule for occupying the facility shall be prepared; Checklists to assure that the staff has a complete understanding of the facility component and its related activities shall be prepared; Training workshops (six (6) months prior to occupancy and at occupancy) for supervisors to help familiarize them with new equipment and procedures, and Media informational programs regarding the opening of the newly constructed facility, as well as educational programs for the public explaining its mission and concept.

Architectural Design Services – __________________________________

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ARTICLE 10. INDEMNITY The Architect shall indemnify and hold harmless the Owner from and against all liability, claims, loss, costs, including reasonable attorneys’ fees and expense arising out of, or resulting from, the negligent acts, errors or omissions of the Architect, its employees, agents and/or representatives. In the event the Owner is found to be liable as a result of the negligent acts or omissions, or both, of the Architect, its employees, agents and/or representatives, the Architect shall reimburse the Owner for all costs of defense. ARTICLE 11. SCHEDULE Time is of the essence in the performance of this Agreement. Within ____ days of the execution hereof, the Architect shall provide the Owner with a proposed schedule for performance by the Architect hereunder.

Such schedule, if approved by the Owner, shall

constitute the schedule for performance of its duties hereunder by the Architect. Should the Architect discern that the schedule will not be met for any reason, the Architect shall so notify the Owner, in writing, as soon as practically possible. ARTICLE 12. PERSONNEL The Architect shall assign only qualified personnel to perform any service concerning the Project. At the time of execution of this Agreement, the parties anticipate that the following named individuals will perform those functions indicated: NAME _____________________ _____________________ _____________________ _____________________ _____________________ _____________________ _____________________ _____________________ _____________________

FUNCTION Project Principal Project Manager & Point of Contact Architectural Team Leader Project Architect Geotechnical Engineer Civil Engineer Structural Engineer Mechanical, Electrical, Plumbing Engineer Landscape Architect

So long as the individuals named above remain actively employed or retained by the Architect, they shall perform the functions indicated next to their names.

Architectural Design Services – __________________________________

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ARTICLE 13. PAYMENTS For its assumption and performance of the duties, obligations and responsibilities set forth herein, the Architect shall be paid as follows: 1.

The Architect shall be paid for those services required by this Agreement a lump sum fee of ____________________________________________________($.00) allocated in the following manner:

2.

(a)

Master Planning

$

.00

(b)

Schematic Design

.00

(c)

Design Development

.00

(d)

Preliminary Design (1) Geotechnical (2) Survey(s) (3) Plat(s)

.00 $.00 $.00 $.00

(e)

Construction Documents

.00

(f)

Bidding/Negotiation-Contractors

.00

(g)

Construction Administration

.00

The Architect shall also be entitled to receive payment for reasonable expenses incurred

by the Architect in connection with additional services required by the Project. Such expenses, however, are limited to transportation, printing, delivery, postage, telephone, review fees and a maximum of two (2) renderings and any and all other disbursements made by the Architect after first receiving written authorization therefor from the Owner. Costs will be billed at a multiple of 1.1 times the actual expense. It is estimated that reimbursable expenses will be in an amount not to exceed $_____________________. 3.

If the Architect’s duties, obligations and responsibilities are materially changed through

no fault of the Architect after execution of this Agreement, compensation due to the Architect shall be equitably adjusted, either by an increase or decrease. 4.

As a condition precedent for any payment due under this Article, the Architect shall

submit monthly, unless otherwise agreed in writing by the Owner, an invoice to the Owner requesting payment for services properly rendered and expenses due hereunder. The Architect’s invoice shall describe with reasonable particularity each service rendered, the date thereof, the time expended if such services were rendered pursuant to Article 13, Paragraphs 3 and 4 hereinabove, and the person(s) rendering such service.

The Architect’s invoice shall be

accompanied by such documentation or data in support of expenses for which payment is sought Architectural Design Services – __________________________________

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as the Owner may require. If payment is requested for services rendered by the Architect pursuant to Article 13, Paragraphs 1 or 2 hereinabove, the invoice shall additionally reflect the allocations as provided in said sub-paragraph and shall state the percentage of completion as to each such allocation. Each invoice shall bear the signature of the Architect, which signature shall constitute the Architect’s representation to the Owner that the services indicated in the invoice have reached the level stated, have been properly and timely performed as required herein, that the expenses included in the invoice have been reasonably incurred in accordance with this Agreement, that all obligations of the Architect covered by prior invoices have been paid in full, and that the amount requested is currently due and owing, there being no reason known to the Architect that payment of any portion thereof should be withheld. Submission of the Architect’s invoice for final payment shall further constitute the Architect’s representation to the Owner that, upon receipt by the Owner of the amount invoiced, all obligations of the Architect to others, including its consultants, incurred in connection with the Project, will be paid in full. 5.

In the event that the Owner becomes credibly informed that any representations of the

Architect as set forth in Article 13, Paragraph 5 hereinabove, are wholly or partially inaccurate, the Owner may withhold payment of sums then or in the future otherwise due to the Architect until the inaccuracy, and the cause thereof is corrected to the Owner’s reasonable satisfaction. 6.

The Owner shall make payment to the Architect of all sums properly invoiced under the

provisions of Article 13 within thirty (30) days of the Owner’s receipt of such invoice. ARTICLE 14. PROJECT RECORDS All records relating in any manner whatsoever to the Project, or any designated portion thereof, which are in the possession of the Architect or the Architect’s consultants, shall be made available to the Owner for inspection and copying upon written request of the Owner. Additionally, said records shall be made available, upon request by the Owner, to any state, federal or other regulatory authorities and any such authority may review, inspect and copy such records.

Said records include, but are not limited to, all plans, specifications, submittals,

correspondence, minutes, memoranda, tape recordings, videos, or other writings or things which document the Project, its design, and its construction. Said records expressly include those documents reflecting the time expended by the Architect and its personnel in performing the obligations of this Agreement and the records of expenses incurred by the Architect in its performance under said Agreement. The Architect shall maintain and protect these records for no less than five (5) years after final completion of the Project, or for any longer period of time as Architectural Design Services – __________________________________

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may be required by applicable law or good architectural practice. Thereafter, the Architect shall forward to Owner all plans, specifications, submittals, correspondence, minutes, memoranda, tape recordings, videos, or other writings or things which document the Project, its design, and its construction. Additionally, the Architect shall forward any time or expense records for any work done under Article 13, Paragraphs 3 and 4. ARTICLE 15. DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE OWNER The Owner shall have and perform the following duties, obligations and responsibilities to the Architect: (a) (b) (c) (d)

(e)

(f) (g)

The Owner shall provide the Architect with the Owner’s Criteria; The Owner shall review any Documents provided by or through the Architect requiring the Owner’s decision, and shall make any required decisions; The Owner shall, at its own expense, furnish a legal description of the real property upon which the Project is situated; In the event the Owner learns of any failure to comply with the Construction Contract by the Contractor, or of any errors, omissions or inconsistencies in the work product of the Architect, and in the further event that the Architect does not have notice of same, the Owner shall inform the Architect; The Owner shall afford the Architect access to the Project site and to the Work as may be reasonably necessary for the Architect to properly perform its services under this Agreement; The Owner shall perform its duties set forth in Article 15 in a timely manner; Except for documents requiring the Owner’s decision as set forth in Article 15(b) above, the Owner’s review of any documents prepared by the Architect or its consultants shall be solely for the purpose of determining whether such documents are generally consistent with the Owner’s Criteria, as, and if, modified. No review of such documents shall relieve the Architect of its responsibilities for the accuracy, adequacy, fitness, suitability or coordination of its work product. ARTICLE 16. OWNERSHIP OF THE PRELIMINARY DESIGN AND THE DESIGN FOR CONSTRUCTION

The Preliminary Design and the Design for Construction shall become and be the sole property of the Owner. The Architect may maintain copies thereof for its records and for its future professional endeavors. Neither the Preliminary Design nor the Design for Construction are intended by the Architect for use on other projects by the Owner or others. Any reuse by the Owner or by third parties without the written approval of the Architect, shall be at the sole risk of the Owner and the Owner, to the extent permitted by law, shall indemnify and save harmless the Architect from any and all liability, costs, claims, damages, losses and expenses including attorneys’ fees arising Architectural Design Services – __________________________________

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out of, or resulting from, such reuse; provided however, that this agreement to indemnify and save harmless shall not apply to any reuse of documents retained by, or through, the Contractor. ARTICLE 17. SUCCESSORS AND ASSIGNS The Architect shall not assign its rights hereunder, excepting its right to payment, nor shall it delegate any of its duties hereunder without the written consent of the Owner. Subject to the provisions of the immediately preceding sentence, each party hereto binds itself, its successors, assigns and legal representatives to the other and to the successors, assigns and legal representatives of such other party. ARTICLE 18. NO THIRD PARTY BENEFICIARIES Nothing contained herein shall create any relationship, contractual or otherwise, with, or any rights in favor of, any third party. ARTICLE 19. ERRORS AND OMISSIONS INSURANCE The Architect shall file with Owner a Certificate of Errors and Omissions Insurance having minimum limits of One Million Dollars ($1,000,000.00) for each claim and a One Million Dollars ($1,000,000.00) annual aggregate. Each Errors and Omissions Insurance shall have a deductible not to exceed $250,000.00. The Architect shall maintain the Errors and Omissions Insurance at all times this Agreement is in effect and for a period of five (5) years after final completion of the Project. The coverage provided herein shall contain an endorsement providing thirty (30) days notice to the Owner prior to any cancellation of said coverage. Said coverage shall be written by an insurer acceptable to the Owner and shall be in a form acceptable to the Owner. Failure to maintain the required insurance shall be deemed a material breach of this Agreement. ARTICLE 20. OTHER INSURANCE The Architect shall provide Worker’s Compensation, automobile and comprehensive general liability insurance policies. Architect shall deliver the insurance certificates to Owner. The coverage provided herein shall contain an endorsement providing thirty (30) days notice to the Owner prior to any cancellation of said coverage. Said coverage shall be written by an insurer acceptable to the Owner and shall be in a form acceptable to the Owner. Architectural Design Services – __________________________________

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Failure to maintain the required insurance shall be deemed a material breach of this Agreement. ARTICLE 21. TERMINATION 1. Either party hereto may terminate this Agreement upon giving ten (10) days written notice to the other in the event that such other party substantially fails to perform its material obligations set forth herein; 2. This Agreement may be terminated by the Owner without cause upon ten (10) days written notice to the Architect. In the event of such a termination without cause, the Owner shall pay the Architect for all services rendered prior to the termination, plus any expenses incurred and unpaid that would otherwise be payable hereunder. In such event, the Architect shall promptly submit to the Owner its invoice for final payment which invoice shall comply with the provisions of Article 13 herein. ARTICLE 22. APPLICABLE LAW - AMENDMENTS AND CHANGES No modification, amendment, novation, renewal or other alteration of this Agreement shall be effective unless mutually agreed upon in writing and executed by the parties hereto. Any alteration, addition or deletion to the terms of this Agreement which are required by changes in federal or State law are automatically incorporated herein without written amendment to this Agreement and shall be effective on the date designated by said law. The laws applicable to this Agreement are hereby agreed to by the parties to be the laws of the State of Texas. Venue shall be in Denton County, Texas. ARTICLE 23. SEVERABILITY If any provision of this Agreement is construed to be illegal or invalid, this will not affect the legality or validity of any of the other provisions. The illegal or invalid provision will be deemed stricken and deleted, but all other provisions shall continue and be given effect as if the illegal or invalid provisions had never been incorporated. ARTICLE 24. ENTIRE AGREEMENT This Agreement, including all Exhibits, attachments and amendments, constitutes the entire and exclusive agreement between the parties with reference to the Project and supersedes any and all prior communications, discussions, negotiations, understandings, or agreements, whether oral or written.

Architectural Design Services – __________________________________

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ARTICLE 25. BINDING EFFECT This Agreement and the respective rights and obligations of the parties hereto shall inure to the benefit and be binding upon the successors and assigns of the parties hereto, as well as the parties themselves. ARTICLE 26. FISCAL FUNDING CLAUSE Notwithstanding any provisions contained in this Agreement, the obligations of the County under this Agreement is expressly contingent upon the availability of funding for each item and obligation for the Term of the Agreement and any pertinent extensions. Architect shall have no right of action against County in the event County is unable to fulfill its obligations under this Agreement as a result of lack of sufficient funding for any item or obligation from any source utilized to fund this Agreement or failure to budget or authorize funding for this Agreement during the current or future fiscal years. In the event that County is unable to fulfill its obligations under this Agreement as a result of lack of sufficient funding, or if funds become unavailable, County, at its sole discretion, may provide funds from a separate source or may terminate this Agreement by written notice to Architect pursuant to the Notice provisions set forth herein. ARTICLE 27. PRIOR DEBTS The County shall not be liable for costs incurred or performances rendered by Architect before or after the Agreement Term; for expenses not billed to County within the applicable time frames set forth in this Agreement, or for any payment for services or activities not provided pursuant to the terms of this Agreement. ARTICLE 28. RELATIONSHIP OF PARTIES The County and Architect agree that the terms and conditions of this Agreement do not constitute the creation of a separate legal entity or the creation of legal responsibilities of either party other than under the terms of this Agreement. County and Architect are and shall be acting as independent contractors under this Agreement; accordingly, nothing contained in this Agreement shall be construed as establishing a master/servant, employer/employee, partnership, joint venture, or joint enterprise relationship between County and Architect. Architect and County are responsible for their own acts, forbearance, negligence and deeds, and for those of their respective agents or employees in conjunction with the performance of work covered under Architectural Design Services – __________________________________

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this Agreement. Architect represents that it has, or will secure at its own expense, all personnel and consultants required in performing the Services herein. Such personnel and consultants shall not be employees of or have any contractual relationship with the County. ARTICLE 29. ADDITIONAL PROVISIONS The County Judge or the presiding officer of Commissioners Court has the authority to execute this Agreement upon the Denton County Commissioners Court approval of the same. The undersigned officers and/or agents of the parties hereto are the properly authorized officials and have the necessary authority to execute this Agreement on behalf of the parties hereto and each party hereby certifies to the other that any necessary orders or resolutions extending said authority have been duly passed and are now in full force and effect. EXECUTED in triplicate originals of the ____ day of _________________, 201__. DENTON COUNTY, TEXAS

ARCHITECT

By:

By:

_____________________________ Denton County Judge 110 West Hickory, Second Floor Denton, Texas 76201

_____________________________ _____________________________ _____________________________ _____________________________

ATTEST: By:

_____________________________ Denton County Clerk

APPROVED AS TO FORM: By:

____________________________ Assistant District Attorney

AUDITOR’S CERTIFICATE I certify that funds are available in the amount of $__________________ to satisfy the obligation of Denton County within the foregoing Agreement. ______________________________ James Wells, Denton County Auditor

Architectural Design Services – __________________________________

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