PROFESSIONAL SERVICES AGREEMENT BETWEEN UNIVERSITY OF NORTH TEXAS SYSTEM AND DESIGN PROFESSIONAL (MORE THAN $100, IN COMPENSATION)

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1 PROFESSIONAL SERVICES AGREEMENT BETWEEN UNIVERSITY OF NORTH TEXAS SYSTEM AND DESIGN PROFESSIONAL (MORE THAN $100, IN COMPENSATION) This Agreement made the day of (the Effective Date ), by and between UNIVERSITY OF NORTH TEXAS SYSTEM, 1155 Union Circle # , Denton, Texas , hereinafter called the UNT System or Owner, and of, hereinafter called Design Professional, duly licensed by the laws of the State of Texas to provide architecture/engineering Services in the State of Texas. NOW, THEREFORE, the Owner and Design Professional hereby agree as follows: ARTICLE 1 THE PROJECT 1.1 The Owner does hereby engage the Design Professional and the Design Professional does hereby agree to perform for and furnish to the Owner under the terms and conditions of this Agreement all services, studies, investigations, and labor incident to a project identified as: hereinafter called Project." The University of North Texas University Union ARTICLE 2 DESIGN PROFESSIONAL S SERVICES 2.1 This Project shall include all services as described in Exhibit 1, Scope of Design Professional s Services, attached hereto and incorporated by reference for all purposes, and all other professional services reasonably inferable from Exhibit 1 and necessary for complete performance of Design Professional s obligations under this Agreement (collectively referred to as Design Professional s Services ). Design Professional s Services shall be completed not later than. ARTICLE 3 DESIGN PROFESSIONAL S RESPONSIBILITIES 3.1 Design Professional agrees to use Design Professional s best efforts, skill, judgment, and abilities so as to perform Design Professional s Services in an expeditious and timely manner to the level of competency presently maintained by practicing professional Design Professionals in the same type of work in the State of Texas. 1

2 3.2 Design Professional agrees to perform Design Professional s Services in compliance with all applicable national, federal, state, municipal, and State of Texas laws, regulations, codes, ordinances, orders and with those of any other body having jurisdiction over the Project. 3.3 Design Professional s Services shall be reasonably accurate and free from material errors or omissions. Design Professional shall promptly correct any known or discovered error, omission, or other defect in the reports or other services provided by Design Professional without any additional cost or expense to Owner. 3.4 Design Professional shall designate a representative primarily responsible for Design Professional s Services under this Agreement. The designated representative shall act on behalf of Design Professional with respect to Design Professional s Services and shall be available as required for the benefit of the Project and Owner. The designated representative shall not be changed without prior approval of the Owner, which approval shall not be unreasonably withheld. 3.5 Design Professional agrees to allocate work to consultants that are historically underutilized businesses in accordance with the Historically Underutilized Business Subcontracting Plan attached as Exhibit 2 hereto and incorporated by reference for all purposes ( HUB Plan ). No changes to the HUB Plan may be made unless approved in writing by the Owner. While this Agreement is in effect and until the expiration of one year after final completion, the Owner may require information from the Design Professional and may conduct audits, to assure that the Plan is followed. ARTICLE 4 OWNER S RESPONSIBILITIES 4.1 The Owner shall furnish all available information in regard to the Project to assist the Design Professional in performing Design Professional s Services. 4.2 The Owner will furnish plans and specifications to document existing conditions to the extent requested by the Design Professional and as reasonably necessary for the completion of Design Professional s Services. Owner does not guarantee the furnished information is correct. The Design Professional shall have the duty and responsibility to review the existing as-built drawings to determine any gross errors in the drawings. 4.3 The Owner shall designate a representative or representatives authorized to act on its behalf with the Design Professional. 4.4 The Owner shall examine, or cause its representative(s) to examine documents submitted by the Design Professional and render decisions pertaining thereto promptly or within a reasonable time to avoid unreasonable delay in the progress of the Design Professional s Services. Review and approval of a document by the Owner shall not waive the contractual responsibility or liability of the Design Professional. 4.5 The Owner shall furnish information required as expeditiously as necessary for the orderly progress of Design Professional s Services. ARTICLE 5 COMPENSATION 5.1 In consideration for the Design Professional s Services as described in Article 2, the Owner shall compensate the Design Professional a lump sum fee of. 5.2 Payment for services shall be paid monthly upon presentation of the Design Professional s Statement of Services Rendered which shall be reviewed and approved by the Owner prior to payment. 2

3 5.3 All invoices submitted for payment must include a HUB Progress Assessment Report (PAR). The PAR should document compliance with the HUB Plan in Article The Design Professional shall be reimbursed for actual expenses incurred in deliveries and travel not to exceed a maximum reimbursement amount of $. Design Professional reimbursable expenses must be approved and agreed to by the Owner prior to incurring same. Compensation shall be made by the Owner after submission of a request for payment with supporting documentation of the expenses and approval of same. 5.5 UNTS shall be billed in accordance with Chapter 2251 of the Texas Government Code and interest, if any, on past due payments shall accrue and be paid in accordance with Chapter 2251 of the Texas Government Code. Payee must be in good standing, not indebted to the State of Texas, and current on all taxes owed to the State of Texas for payment to occur. ARTICLE 6 TERMINATION OF AGREEMENT 6.1 With or without cause, the Owner reserves and has the right to terminate this Agreement or to cancel, suspend or abandon execution of all or any of Design Professional s Services in connection with this Agreement at any time upon written notice to the Design Professional. The Design Professional may terminate this Agreement upon seven days written notice to the Owner only if the Owner substantially fails to perform its responsibilities under this Agreement and after adequate written notice of such failure to perform is delivered to Owner and Owner has failed to take action within 30 days in order to begin to correct the problem. 6.2 In the event of termination, cancellation, suspension, or abandonment for reason other than breach of contract, negligence or bad faith on the part of the Design Professional, the Owner shall pay to the Design Professional as full payment for services performed and all expenses incurred prior to the date of termination, a prorated portion of the sum specified under Article For any said sum paid under this Article, the Design Professional agrees to accept same in full settlement of all claims for Design Professional s Services rendered under this Agreement. 6.4 Within five days of termination, cancellation, suspension, or abandonment of this Agreement, the Design Professional agrees to furnish to the Owner copies of the latest documents prepared by Design Professional for the Project. 6.5 Termination, cancellation, suspension, or abandonment as provided hereunder shall not relieve Design Professional or any of its employees of liability for violations of this Agreement, or any willful, negligent or accidental act or omission of Design Professional. ARTICLE 7 OWNERSHIP AND USE DOCUMENTS Document ownership, reproduction, and re-use shall be as follows: 7.1 Ownership Of Documents. All reports and documents generated by the Design Professional in performance of this Agreement shall become the property of the Owner. All additional or confirmatory land survey field notes, sketches, and related data and additional or confirmatory soils engineering or investigations, samples, calculations, test results and reports, or any other direct services for which the Owner has paid, shall become the sole property of the Owner. 7.2 Reproduction Of Documents. The Design Professional shall provide copies of all documents required in a quantity that is sufficient for Owner s intended purpose. ARTICLE 8 SUCCESSORS AND ASSIGNS 8.1 The Owner and the Design Professional each binds himself, his partners, successors, assigns, and legal representatives to the other party of this Agreement and to the partners, successors, assigns, and legal representatives of such other party with respect to all covenants of this Agreement. Neither the Owner nor the 3

4 Design Professional shall assign, sublet, or transfer his services or obligations as stated in this Agreement without the written consent of the other. ARTICLE 9 DEATH OR INCAPACITY 9.1 If the Design Professional transacts business as an individual, his death or incapacity shall automatically terminate this Agreement as of the date of such event, and neither he nor his estate shall have any further right to perform hereunder; and Owner shall pay him or his estate the compensation payable hereunder for any services rendered prior to such termination. If the Design Professional is a firm comprised of more than one principal and any one of the members thereof dies or becomes incapacitated and the other members continue to render the professional services covered herein, the Owner will make payments to those continuing as though there had been no such death or incapacity, and the Owner will not be obliged to take any account of the person who died or became incapacitated or to make any payment to such person or his estate. This provision shall apply in the event of progressive or simultaneous occasions of death or incapacity among any group of persons named as the Design Professional herein; and if death or incapacity befalls the last one of such group before this contract is fully performed, then the rights shall be as if there had been only one Design Professional. In any event, notice of the death or incapacity of any principal shall be given to the Owner by any surviving principal within a reasonable time. ARTICLE 10 MISCELLANEOUS PROVISIONS 10.1 Captions. The captions of paragraphs in this Agreement are for convenience only and shall not be considered or referred to in resolving questions of interpretation or construction Governing Law and Venue. This Agreement and all of the rights and obligations of the parties hereto and all of the terms and conditions hereof shall be construed, interpreted and applied in accordance with and governed by and enforced under the laws of the State of Texas and venue shall be in Denton County, Texas for any legal proceeding pertaining to this Agreement Waivers. No delay or omission by either of the parties hereto in exercising any right or power accruing upon the non-compliance or failure of performance by the other party hereto of any of the provisions of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either of the parties hereto of any of the covenants, conditions or agreements hereof to be performed by the other party hereto shall not be construed to be a waiver of any subsequent breach thereof or of any other covenant, condition or agreement herein contained Severability. In case any provision hereof shall, for any reason, be held invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid or unenforceable provision had not been included herein Independent Contractor. This is not a brokerage agreement or an agreement of joint venture, or partnership or of employment. Design Professional recognizes that Design Professional is engaged as an independent contractor and acknowledges that Owner shall have no responsibility to provide Design Professional or its employees with transportation, insurance or other fringe benefits normally associated with employee status. Design Professional, in accordance with Design Professional s status as an independent contractor, covenants and agrees that Design Professional shall conduct Design Professional s Services consistent with such status, that Design Professional will neither hold Design Professional out as nor claim to be an officer, partner, employee or agent of Owner by reason hereof, and that Design Professional shall not by reason hereof make any claim, demand or application to or for any right or privilege applicable to an officer, partner, employee or agent of Owner by reason hereof, and that Design Professional shall not by reason hereof make any claim, demand or application to or for any right or privilege applicable to an officer, partner, employee or agent of Owner, including, but not limited to, unemployment insurance benefits, social security coverage or retirement benefits. Design Professional hereby agrees to make Design Professional s 4

5 own arrangements for any of such benefits as Design Professional may desire and agrees that Design Professional is responsible for all income taxes required by applicable law Child Support Certification. Pursuant to Section , Texas Family Code, Design Professional certifies that it is not ineligible to receive the award of or payments under this Agreement and acknowledges that this Agreement may be terminated and payment may be withheld if this certification is inaccurate Eligibility Certification. Pursuant to Section , Texas Government Code, Design Professional certifies that the individual or business entity named in this Agreement is not ineligible to receive the award of or payments under this Agreement and acknowledges that this Agreement may be terminated and payment withheld if this certification is inaccurate Franchise Tax Certification. If a corporate or limited liability company, Design Professional certifies that it is not currently delinquent in the payment of any Franchise Taxes due under Chapter 171 of the Texas Tax Code, or that the corporation or limited liability company is exempt from the payment of such taxes, or that the corporation or limited liability company is an out-of-state corporation or limited liability company that is not subject to the Texas Franchise Tax, whichever is applicable Payment of Debt or Delinquency to the State. Pursuant to Sections and , Texas Government Code, Design Professional agrees that any payments owing to Design Professional under this Agreement may be applied directly toward any debt or delinquency that Design Professional owes the State of Texas or any agency of the State of Texas regardless of when it arises, until such debt or delinquency is paid in full Records. Records of Design Professional costs, reimbursable expenses pertaining to the Project and payments shall be kept on a generally recognized accounting basis and shall be made available to Owner or its authorized representative during business hours for audit or other purposes as determined by Owner. Such records shall be maintained by the Design Professional and shall be available to the Owner or his authorized representative for a period of at least three (3) years after the provision of Design Professional s Services Notices. All notices, consents, approvals, demands, requests or other communications provided for or permitted to be given under any of the provisions of this Agreement shall be in writing and shall be deemed to have been duly given or served when delivered by hand delivery or when deposited in the U.S. mail by registered or certified mail, return receipt requested, postage prepaid, and addressed as follows: If to Owner: University of North Texas System Associate Vice Chancellor for System Facilities 1155 Union Circle # Denton, Texas If to Design Professional: or to such other person or address as may be given in writing by either party to the other in accordance with the aforesaid. ARTICLE 11 EXTENT OF AGREEMENT This Agreement represents the entire and integrated Agreement between the Owner and the Design Professional with respect to the Project. This Agreement supersedes all prior negotiations, representations 5

6 or agreements, either written or oral, with respect to the Project and shall constitute the entire Agreement and understanding between the parties with respect to the subject matter hereof. This Agreement and each of its provisions shall be binding upon the parties and may not be waived, modified, amended or altered except by a subsequent writing signed by Owner and Design Professional. ARTICLE 12 INSURANCE The Design Professional shall take out and maintain at Design Professional s own expense: (1) general liability insurance, including automobile liability, with a minimum limit of $1,000,000 each claim and $2,000,000 aggregate. (2) professional liability or errors and omissions insurance in the amount of $2,000, and, (3) workers' compensation insurance, if so required by law, which insurance shall provide coverage to the Design Professional with respect to liability arising from Work or operations performed or undertaken by the Design Professional hereunder. The form, type, and limits of coverage under such insurance shall be subject to approval of the Owner. Certificates of such insurance, issued by the insuring carrier or carriers, shall be furnished to the Owner and shall provide therein that ten days' advance written notice of cancellation or amendment of the insurance to which the certificate or certificates relate shall be given to Owner. Commercial general liability insurance is required to be obtained and the Design Professional shall include Owner, the University of North Texas (UNT) and Owner s, UNT s Board of Regents as loss payees and Additional Insured s. The Owner, UNT and their Board of Regents shall also be named Additional Insured on the Auto Policy. The Commercial General Liability, Business Auto and Worker s Compensation policies shall include a waiver of subrogation in favor of the Owner. ARTICLE 13 INDEMNIFICATION Indemnification of Owner. Design Professional covenants and agrees to FULLY INDEMNIFY and HOLD HARMLESS, Owner and the University of North Texas and the Regents, elected and appointed officials, employees, officers, directors, volunteers, and representatives of Owner and the University of North Texas, individually or collectively, from and against any and all costs, claims, liens, damages, losses, expenses, fees, fines, penalties, proceedings, actions, demands, causes of action, liability and suits of any kind and nature, including but not limited to, personal or bodily injury, death or property damage, made upon Owner directly or indirectly arising out of, resulting from or related to Design Professional s activities under this Contract, including any acts or omissions of Design Professional, or any agent, officer, director, representative, employee, consultant or the Subcontractor of Design Professional, and their respective officers, agents, employees, directors and representatives while in the exercise of performance of the rights or duties under this Contract. The indemnity provided for in this paragraph does not apply to any liability resulting from the negligence of the Owner, officers or employees, separate contractors or assigned contractors, in instances where such negligence causes personal injury, death or property damage. IN THE EVENT DESIGN PROFESSIONAL AND OWNER ARE FOUND JOINTLY LIABLE BY A COURT OF COMPETENT JURISDICTION, LIABILITY WILL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO THE STATE UNDER TEXAS LAW AND WITHOUT WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW The provisions of this indemnification are solely for the benefit of the parties hereto and not 6

7 intended to create or grant any rights, contractual or otherwise, to any other person or entity Design Professional shall promptly advise Owner in writing of any claim or demand against Owner or against Design Professional known to Design Professional related to or arising out of Design Professional s activities under this Contract. ARTICLE 14 DISPUTE RESOLUTION 14.1 To the extent that Chapter 2260 of the Texas Government Code, as it may be amended from time to time ( Chapter 2260 ), is applicable to this Agreement and is not preempted by other applicable law, the dispute resolution process provided for in Chapter 2260 shall be used, as further described herein, by Owner and Design Professional to attempt to resolve any claim for breach of contract made by Design Professional: 14.1a Design Professional s claims for breach of this Agreement that the parties cannot resolve pursuant to other provisions of this Agreement or in the ordinary course of business shall be submitted to the negotiation process provided in subchapter B of Chapter To initiate the process, Design Professional shall submit written notice, as required by subchapter B of Chapter 2260, to Owner in accordance with the notice provisions in this Agreement. Design Professional s notice shall specifically state that the provisions of subchapter B of Chapter 2260 are being invoked, the date and nature of the event giving rise to the claim, the specific contract provision that Owner allegedly breached, the amount of damages Design Professional seeks, and the method used to calculate the damages. Compliance by Design Professional with subchapter B of Chapter 2260 is a required prerequisite to Design Professional s filing of a contested case proceeding under subchapter C of Chapter The UNT System Vice Chancellor for Administrative Services or such other officer of Owner as may be designated from time to time by Owner by written notice thereof to Design Professional, shall examine Design Professional s claim and any counterclaim and negotiate with Design Professional in an effort to resolve such claims. 14.1b If the parties are unable to resolve their disputes under subparagraph 17.1.a, the contested case process provided in subchapter C of Chapter 2260 is Design Professional s sole and exclusive process for seeking a remedy for any and all of Design Professional s claims for breach of this Agreement by Owner. 14.1c Compliance with the contested case process provided in subchapter C of Chapter 2260 is a required prerequisite to seeking consent to sue from the Legislature under Chapter 107 of the Texas Civil Practices and Remedies Code. The parties hereto specifically agree that (i) neither the execution of this Agreement by Owner nor any other conduct, action or inaction of any representative of Owner relating to this Agreement constitutes or is intended to constitute a waiver of Owner s or the state s sovereign immunity to suit and (ii) Owner has not waived its right to seek redress in the courts The submission, processing and resolution of Design Professional s claim is governed by the published rules adopted by the Texas Attorney General pursuant to Chapter 2260, as currently effective, hereafter enacted or subsequently amended Neither the occurrence of an event giving rise to a breach of contract claim nor the pendency of a claim constitute grounds for the suspension of performance by Design Professional, in whole or in part. Owner and Design Professional agree that any periods set forth in this Agreement for notice 7

8 and cure of defaults are not waived, delayed, or suspended by Chapter 2260 or this section It is agreed that such process is not invoked if Owner initiates the dispute by first bringing a claim against Design Professional, except at Owner s sole option. If Owner makes a claim against Design Professional and Design Professional then makes a counterclaim against Owner as a claim under Chapter 2260 and in compliance therewith, the Owner s original claim against Design Professional does not become a counterclaim and is not subject to the mandatory counterclaim provisions of Chapter 2260 of the Texas Government Code, except at the sole option of the Owner. ARTICLE 15 EXHIBITS 15.1 EXHIBITS. The following exhibits are incorporated by reference and made a part of this Agreement for all purposes and the Parties agree to abide by the terms and conditions of the attachments as if set forth herein: Exhibit 1 Exhibit 2 Scope of Design Professionals Services Historically Underutilized Business Subcontracting Plan 8

9 IN WITNESS WHEREOF, the OWNER and the DESIGN PROFESSIONAL have entered into this Agreement as of the Effective Date. OWNER: UNIVERSITY OF NORTH TEXAS SYSTEM By: (signature) Richard Escalante Vice Chancellor for Administrative Services DESIGN PROFESSIONAL: By: (signature) (typed name and title) Street/PO Box City, State, Zip Telephone State of TX Vendor ID Number 9

10 Exhibit A PROFESSIONAL SERVICES AGREEMENT SCOPE OF DESIGN PROFESSIONAL S SERVICES This Exhibit consisting of 1 page is attached to and made part of the Agreement between Owner and Design Professional. Initialed by Owner Initialed by Design Professional

11 Exhibit B PROFESSIONAL SERVICES AGREEMENT HISTORICALLY UNDERUTILIZED BUSINESS SUBCONTRACTING PLAN HUB CONTRACTING PLAN APPROVED DATED Initialed by Owner Initialed by Design Professional

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