6523 Lake Forest Dam Evaluation Executed Contract
Docusign City Manager Approval Transmittal Coversheet
File Name
Purchasing Contact
Contract Value
Piggy Back Option
Contract Expiration
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upon completion
$73,500
Rebecca Hunter
Lake Forest Dam Evaluation (TNP)
PSA 6523
no
Request for City Manager Approval of Purchase
DATE: September 15, 2017 Questions concerning this
acquisition may be directed to
DEPARTMENT: Materials Management Emerson Vorel at 349-7460.
ACM: Mario Canizares
SUBJECT
Approve the purchase of Engineering Services from Teague Nall and Perkins, Inc. for the Lake
Forest Dam upgrade assessment in the not-to-exceed amount of $73,500 (File 6523).
FILE INFORMATION
This purchase will provide an assessment of the Lake Forest Dam conditions and a Hydrologic
Study for Fletcher Branch Tributary 4.
The dam at Lake Forest has been identified by the Texas Commission for Environmental Quality
(TCEQ) as a low hazard dam. They required a Hydraulic Study that was completed in 2011. The
study determined that the dam is considered non-compliant by TCEQ guidelines. This contract
will determine the most cost efficient and feasible means of upgrading the dam to bring it into
full compliance with the TCEQ regulations.
The attached Scope of Services and Deliverables document provides more detail of the services
to be provided during the project.
PRIOR ACTION/VIEW (COUNCIL, BOARDS, COMMISSIONS)
Not applicable
RECOMMENDATION
Parks and Recreation Administraction staff recommends issue of a contract to Teague Nall and
Perkins, Inc. for a not-to-exceed amount of $73,500.
PRINCIPAL PLACE OF BUSINESS
Teague Nall and Perkins, Inc.
Denton, TX
ESTIMATED SCHEDULE OF PROJECT
The contract term will remain in effect until the completion of the project and acceptance by City
staff.
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Request for City Manager Approval
Page 2
CONTRACT ADMINISTRATOR
Emerson Vorel, ext. 7460
FISCAL INFORMATION
Park Land Development funding is available in capital project account 400112916.1360.20100.
Attachment 1: Professional Services Agreement
Requested by:
Name: Emerson Vorel
Phone: 349-7460
Respectfully submitted:
Purchasing
Expenditure Approved:
__________________________
City Manager or Designate
__________________________
Date
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Contract 6523 Page 1
PROFESSIONAL SERVICES AGREEMENT
FOR CONSULTING SERVICES
CONTRACT 6523
STATE OF TEXAS §
COUNTY OF DENTON §
THIS AGREEMENT (the “Agreement”) is made and entered into on
________________________, by and between the City of Denton, Texas, a Texas muni cipal
corporation, with its principal office at 215 East McKinney Street, Denton, Denton County,
Texas 76201, hereinafter called “OWNER” and Teague Nall and Perkins, Inc., with its corporate
office at 1517 Centre Place Drive, Suite 320, Denton, Texas 76205, hereinafter called
“CONSULTANT,” acting herein, by and through their duly authorized representatives.
WITNESSETH, that in consideration of the covenants and agreements herein contained,
the parties hereto do mutually agree as follows:
ARTICLE I
CONSULTANT AS INDEPENDENT CONTRACTOR
The OWNER has selected CONSULTANT on the basis of demonstrated competence and
qualifications to perform the services herein described for a fair and reasonable price pursuant to
Chapter 2254 of the Texas Government Code. The OWNER hereby contracts with the
CONSULTANT as an independent contractor and not as an employee, and as such, the OWNER
will not assert control over the day-to-day operations of the CONSULTANT. The
CONSULTANT is customarily engaged to provide services as described herein independently
and on a nonexclusive basis in the course of its business. This Agreement does not in any way
constitute a joint venture between OWNER and CONSULTANT. The CONSULTANT hereby
agrees to perform the services described herein based on the skills required for the scope of work
in connection with the Project as stated in the sections to follow, with diligence and in
accordance with the highest professional standards customarily obtained for such services in the
State of Texas. The professional services set out herein are in connection with the following
described project:
The Project shall include, without limitation, a licensed Texas engineer, as an
independent contractor. The CONSULTANT hereby agrees to perform the services in
conjunction with the following projects as described in Exhibit A, which is attached
hereto and incorporated herein (the “Project”).
Lake Forest Dam Conditions Assessment and Hydrologic Study for Fletcher Branch
Tributary 4
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ARTICLE II
SCOPE OF BASIC SERVICES
The CONSULTANT shall perform the following services in a professional manner:
A. The CONSULTANT shall perform all those services as necessary and as described in the
OWNER’s Contract 6523 – Lake Forest Dam Conditions Assessment and Hydrologic
Study for Fletcher Branch Tributary 4, which is attached hereto and made a part hereof
Exhibit A and Exhibit B as if written word for word herein.
B. To perform all those services set forth in CONSULTANT’s proposal, which proposal is
attached hereto and made a part hereof as Exhibit A as if written word for word herein.
C. CONSULTANT shall perform all those services set forth in individual task orders, as
described in Exhibit A and Exhibit B, which shall be attached to this Agreement and
made a part hereof.
D. If there is any conflict between the terms of this Agreement and the exhibits attached to
this Agreement, the terms and conditions of this Agreement will control over the terms
and conditions of the attached exhibits or task orders.
ARTICLE III
ADDITIONAL SERVICES
Additional services to be performed by the CONSULTANT, if authorized by the
OWNER, which are not included in the above-described Basic Services, may be negotiated as
needed, per rates included in Exhibit C.
A. Preparing applications and supporting documents for government grants, loans, or
planning advances and providing data for detailed applications.
B. Preparing data and reports for assistance to OWNER in preparation for hearings before
regulatory agencies, courts, arbitration panels or mediator, giving testimony, personally or
by deposition, and preparations therefore before any regulatory agency, court, arbitration
panel or mediator.
C. Assisting OWNER in preparing for, or appearing at litigation, mediation, arbitration,
dispute review boards, or other legal and/or administrative proceedings in the defense or
prosecution of claims disputes with Contractor(s).
D. Assisting OWNER in the defense or prosecution of litigation in connection with or in
addition to those services contemplated by this AGREEMENT. Such services, if any, shall
be furnished by CONSULTANT on a fee basis negotiated by the respective parties outside
of and in addition to this AGREEMENT.
E. Visits to the site in excess of the number of trips included in Exhibit A.
F. Preparing statements for invoicing or other documentation for billing other than for the
standard invoice for services attached to this professional services agreement.
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ARTICLE IV
TIME OF COMPLETION
CONSULTANT is authorized to commence work under this contract upon execution of this
AGREEMENT. CONSULTANT will provide services from the date of execution and shall
automatically expire upon completion of the work or receipt of the materials, and acceptance by
the City of Denton.
ARTICLE V
COMPENSATION
A. COMPENSATION TERMS:
1. “Subcontract Expense” is defined as expenses incurred by the CONSULTANT in
employment of others in outside firms for services related to this agreement.
2. “Direct Non-Labor Expense” is defined as that expense for any assignment
incurred by the CONSULTANT for supplies, transportation and equipment,
travel, communications, subsistence, and lodging away from home, and similar
incidental expenses in connection with that assignment.
B. BILLING AND PAYMENT: For and in consideration of the professional services to be
performed by the CONSULTANT herein, the OWNER agrees to pay, based on the cost
estimate detail shown in Exhibit A which is attached hereto and made a part of this
Agreement as if written word for word herein, a total fee, including reimbursement for
direct non-labor expenses not to exceed $73,500.
Partial payments to the CONSULTANT will be made on the basis of detailed monthly
statements rendered to and approved by the OWNER through its City Manager or his
designee; however, under no circumstances shall any monthly statement for services
exceed the value of the work performed at the time a statement is rendered.
Nothing contained in this Article shall require the OWNER to pay for any work which is
unsatisfactory, as reasonably determined by the City Manager or his designee, or which is
not submitted in compliance with the terms of this Agreement. The OWNER shall not be
required to make any payments to the CONSULTANT when the CONSULTANT is in
default under this Agreement.
It is specifically understood and agreed that the CONSULTANT shall not be authorized
to undertake any work pursuant to this Agreement which would require additional
payments by the OWNER for any charge, expense, or reimbursement above the
maximum not to exceed fee as stated, without first having obtained written authorization
from the OWNER. The CONSULTANT shall not proceed to perform the services listed
in Article III “Additional Services,” without obtaining prior written authorization from
the OWNER.
C. ADDITIONAL SERVICES: For additional services authorized in writing by the
OWNER in Article III, the CONSULTANT shall be paid based on the Schedule of
Charges at an hourly rate shown in Exhibit C. Payments for additional services shall be
due and payable upon submission by the CONSULTANT and approval by the City staff,
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and shall be in accordance with subsection B hereof. Statements shall not be submitted
more frequently than monthly.
D. PAYMENT: If the OWNER fails to make payments due the CONSULTANT for
services and expenses within thirty (30) days after receipt of the CONSULTANT’s
undisputed statement thereof, the amounts due the CONSULTANT will be paid interest
in accordance with the Texas Government Code 2251.025. Additionally, the
CONSULTANT may, after giving seven (7) days’ written notice to the OWNER,
suspend services under this Agreement until the CONSULTANT has been paid in full all
amounts due for services, expenses, and charges. Nothing herein shall require the
OWNER to pay the late charge if the OWNER reasonably determines that the work is
unsatisfactory, in accordance with this Article V, “Compensation,” there is a bona fide
dispute concerning the amount due, or the invoice was not mailed to the address or in the
form as described in this Agreement. The OWNER will notify CONSULTANT of any
disputes within twenty-one (21) days of receipt of the invoice.
E. Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215
E McKinney St, Denton, TX, 76201-4299. A pro-forma invoice shall be sent to the
contract administrator. It is the intention of the City of Denton to make payment on
completed orders within thirty days after receipt of invoice or items; whichever is later,
unless unusual circumstances arise. Invoices must be fully documented as to labor,
materials, and equipment provided, if applicable, and must reference the City of
Denton Purchase Order Number in order to be processed. No payments shall be
made on invoices not listing a Purchase Order Number.
ARTICLE VI
OBSERVATION AND REVIEW OF THE WORK
The CONSULTANT will exercise reasonable care and due diligence in discovering and
promptly reporting to the OWNER any defects or deficiencies in the work of the
CONSULTANT or any subcontractors or subconsultants.
ARTICLE VII
OWNERSHIP OF DOCUMENTS
All documents prepared or furnished by the CONSULTANT (and CONSULTANT’s
subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and
shall become the property of the OWNER upon the termination of this Agreement. The
CONSULTANT is entitled to retain copies of all such documents. The documents prepared and
furnished by the CONSULTANT are intended only to be applicable to this Project, and
OWNER’s use of these documents in other projects shall be at OWNER’s sole risk and expense.
In the event the OWNER uses any of the information or materials developed pursuant to this
Agreement in another project or for other purposes than specified herein, CONSULTANT is
released from any and all liability relating to their use in that project.
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ARTICLE VIII
INDEMNITY AGREEMENT
THE CONSULTANT SHALL INDEMNIFY AND SAVE AND HOLD HARMLESS
THE OWNER AND ITS OFFICERS, OFFICIALS, AGENTS, AND EMPLOYEES FROM
AND AGAINST ANY AND ALL LIABILITY, CLAIMS, DEMANDS, DAMAGES,
LOSSES, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO COURT COSTS
AND REASONABLE ATTORNEY FEES ASSERTED AGAINST OR INCURRED BY
THE OWNER, AND INCLUDING, WITHOUT LIMITATION, DAMAGES FOR
BODILY AND PERSONAL INJURY, DEATH AND PROPERTY DAMAGE,
RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF THE
CONSULTANT OR ITS OFFICERS, SHAREHOLDERS, AGENTS, OR EMPLOYEES
INCIDENTAL TO, RELATED TO, AND IN THE EXECUTION, OPERATION, OR
PERFORMANCE OF THIS AGREEMENT.
Nothing in this Agreement shall be construed to create a liability to any person who is not
a party to this Agreement, and nothing herein shall waive any of the parties’ defenses, both at
law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this
Agreement, including the defense of governmental immunity, which defenses are hereby
expressly reserved.
ARTICLE IX
INSURANCE
During the performance of the services under this Agreement, CONSULTANT shall
maintain the following insurance with an insurance company licensed to do business in the State
of Texas by the State Insurance Commission or any successor agency that has a rating with Best
Rate Carriers of at least an A- or above:
A. Comprehensive General Liability Insurance with bodily injury limits of not less than
$1,000,000 for each occurrence and not less than $1,000,000 in the aggr egate, and with
property damage limits of not less than $100,000 for each occurrence and not less than
$100,000 in the aggregate.
B. Automobile Liability Insurance with bodily injury limits of not less than $500,000 for
each person and not less than $500,000 for each accident, and with property damage
limits of not less than $100,000 for each accident.
C. Worker’s Compensation Insurance in accordance with statutory requirements, and
Employers’ Liability Insurance with limits of not less than $100,000 for each accident.
D. Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate.
E. The CONSULTANT shall furnish insurance certificates or insurance policies at the
OWNER’s request to evidence such coverages. The General Liability and Auto Liability
insurance policies shall name the OWNER as an additional insured. CONSULTANT
shall endeavor to provide OWNER with any cancellation or modification to its insurance
policies.
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ARTICLE X
ALTERNATIVE DISPUTE RESOLUTION
The parties may agree to settle any disputes under this Agreement by submitting the
dispute to mediation with each party bearing its own costs of mediation. No mediation arising
out of or relating to this Agreement, involving one party’s disagreement may include the other
party to the disagreement without the other’s approval. Mediation will not be a condition
precedent to suit.
ARTICLE XI
TERMINATION OF AGREEMENT
A. Notwithstanding any other provision of this Agreement, either party may terminate by
giving thirty (30) days’ advance written notice to the other party.
B. This Agreement may be terminated in whole or in part in the event of either party
substantially failing to fulfill its obligations under this Agreement. No such termination
will be affected unless the other party is given (1) written notice (delivered by certified
mail, return receipt requested) of intent to terminate and setting forth the reasons
specifying the non-performance, and not less than fifteen (15) calendar days to cure the
failure; and (2) an opportunity for consultation with the terminating party prior to
termination.
C. If the Agreement is terminated prior to completion of the services to be provided
hereunder, CONSULTANT shall immediately cease all services and shall render a final
bill for services to the OWNER within thirty (30) days after the date of termination. The
OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily
performed and for reimbursable expenses to termination incurred prior to the date of
termination, in accordance with Article V “Compensation.” Should the OWNER
subsequently contract with a new consultant for the continuation of services on the
Project, CONSULTANT shall cooperate in providing information. The CONSULTANT
shall turn over all documents prepared or furnished by CONSULTANT pursuant to this
Agreement to the OWNER on or before the date of termination, but may maintain copies
of such documents for its use.
ARTICLE XII
RESPONSIBILITY FOR CLAIMS AND LIABILITIES
Approval by the OWNER shall not constitute, nor be deemed a release of the
responsibility and liability of the CONSULTANT, its employees, associates, agents,
subcontractors, and subconsultants for the accuracy and competency of their designs or other
work; nor shall such approval be deemed to be an assumption of such responsibility by the
OWNER for any defect in the design or other work prepared by the CONSULTANT, its
employees, subcontractors, agents, and consultants.
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ARTICLE XIII
NOTICES
All notices, communications, and reports required or permitted under this Agreement
shall be personally delivered or mailed to the respective parties by depositing same in the United
States mail to the address shown below, certified mail, return receipt requested, unless otherwise
specified herein. Mailed notices shall be deemed communicated as of three (3) days’ mailing:
To CONSULTANT: To OWNER:
Teague Nall and Perkins, Inc. City of Denton
Gary L. Vickery, P.E. Karen E. Smith, A.P.P.
Principal Purchasing Manager –File 6523
1517 Centre Place Drive, Suite 320 901B Texas Street
Denton, TX 76205 Denton, Texas 76201
All notices shall be deemed effective upon receipt by the party to whom such notice is
given, or within three (3) days’ mailing.
ARTICLE XIV
ENTIRE AGREEMENT
This Agreement and related exhibits constitute the complete and final expression of this
Agreement of the parties, and is intended as a complete and exclusive statement of the terms of
their agreements, and supersedes all prior contemporaneous offers, promises, representations,
negotiations, discussions, communications, and agreements which may have been made in
connection with the subject matter hereof.
ARTICLE XV
SEVERABILITY
If any provision of this Agreement is found or deemed by a court of competent
jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of
this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event,
the parties shall reform this Agreement to replace such stricken provision with a valid and
enforceable provision which comes as close as possible to expressing the intention of the stricken
provision.
ARTICLE XVI
COMPLIANCE WITH LAWS
The CONSULTANT shall comply with all federal, state, and local laws, rules,
regulations, and ordinances applicable to the work covered hereunder as those laws may now
read or hereinafter be amended.
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ARTICLE XVII
DISCRIMINATION PROHIBITED
In performing the services required hereunder, the CONSULTANT shall not discriminate
against any person on the basis of race, color, religion, sex, sexual orientation, national origin or
ancestry, age, or physical handicap.
ARTICLE XVIII
PERSONNEL
A. The CONSULTANT represents that it has or will secure, at its own expense, all
personnel required to perform all the services required under this Agreement. Such
personnel shall not be employees or officers of, or have any contractual relations with the
OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or
potential conflict of interest that may arise during the term of this Agreement.
B. All services required hereunder will be performed by the CONSULTANT or under its
supervision. All personnel engaged in work shall be qualified, and shall be authorized
and permitted under state and local laws to perform such services.
ARTICLE XIX
ASSIGNABILITY
The CONSULTANT acknowledges that this Agreement is based on the demonstrated
competence and specific qualifications of the CONSULTANT and is therefore personal as to the
CONSULTANT. Therefore, the CONSULTANT shall not assign any interest in this Agreement,
and shall not transfer any interest in this Agreement (whether by assignment, novation, or
otherwise) without the prior written consent of the OWNER.
ARTICLE XX
MODIFICATION
No waiver or modification of this Agreement or of any covenant, condition, or limitation
herein contained shall be valid unless in writing and duly executed by the party to be charged
therewith, and no evidence of any waiver or modification shall be offered or received in evidence
in any proceeding arising between the parties hereto out of or affecting this Agreement, or the
rights or obligations of the parties hereunder, and unless such waiver or modification is in
writing and duly executed; and the parties further agree that the provisions of this section will not
be waived unless as set forth herein.
ARTICLE XXI
MISCELLANEOUS
A. The following exhibits are attached to and made a part of this Agreement:
Exhibit A – The Design Professional’s Proposal
Exhibit B – Project Schedule
Exhibit C – Schedule of Rates
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B. This Agreement shall be governed by, construed, and enforced in accordance with, and
subject to, the laws of the State of Texas or federal law, where applicable, without regard
to the conflict of law principles of any jurisdiction. In the event there shall be any dispute
arising out of the terms and conditions of, or in connection with, this Agreement, the
party seeking relief shall submit such dispute to the District Courts of Denton County or
if federal diversity or subject matter jurisdiction exists, to the United States District Court
for the Eastern District of Texas-Sherman Division.
C. For the purpose of this Agreement, the key persons who will perform most of the work
hereunder shall be Gary L. Vickery, P.E., CFM, Niraj Acharya, P.E., CFM and Mark G.
Thomas, P.E., P.G. However, nothing herein shall limit CONSULTANT from using
other equally qualified and competent members of its firm to perform the services
required herein.
D. CONSULTANT shall commence, carry on, and complete an y and all projects with all
applicable dispatch, in a sound, economical, and efficient manner and in accordance with
the provisions hereof. In accomplishing the projects, CONSULTANT shall take such
steps as are appropriate to ensure that the work involved is properly coordinated with
related work being carried on by the OWNER.
E. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT’s
disposal all available information pertinent to the Project, including previous reports, any
other data relative to the Project, and arranging for the access thereto, and make all
provisions for the CONSULTANT to enter in or upon public and private property as
required for the CONSULTANT to perform services under this Agreement.
F. The captions of this Agreement are for informational purposes only, and shall not in any
way affect the substantive terms or conditions of this Agreement.
ARTICLE XXII
INDEPENDENT CONTRACTOR
CONSULTANT shall provide services to OWNER as an independent contractor, not as
an employee of the OWNER. CONSULTANT shall not have or claim any right arising from
employee status.
ARTICLE XXIII
RIGHT TO AUDIT
The OWNER shall have the right to audit and make copies of the books, records and
computations pertaining to this agreement. The CONSULTANT shall retain such books,
records, documents and other evidence pertaining to this agreement during the contract period
and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in
which case records shall be kept until all audit tasks are completed and resolved. These books,
records, documents and other evidence shall be available, within 10 business days of written
request. Further, the CONSULTANT shall also require all Subcontractors, material suppliers,
and other payees to retain all books, records, documents and other evidence pertaining to this
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agreement, and to allow the OWNER similar access to those documents. All books and records
will be made available within a 50 mile radius of the City of Denton. The cost of the audit will
be borne by the OWNER unless the audit reveals an overpayment of 1% or greater. If an
overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs,
must be borne by the CONSULTANT which must be payable within five business days of
receipt of an invoice.
Failure to comply with the provisions of this section shall be a material breach of this contract
and shall constitute, in the OWNER’S sole discretion, grounds for termination thereof. Each of
the terms "books", "records", "documents" and "other evidence", as used above, shall be
construed to include drafts and electronic files, even if such drafts or electronic files are
subsequently used to generate or prepare a final printed document.
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ARTICLE XXIV
CERTIFICATE OF INTERESTED PARTIES ELECTRONIC FILING
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the
Government Code. The law states that the City may not enter into this contract unless the
CONSULTANT submits a disclosure of interested parties (Form 1295) to the City at the time the
CONSULTANT submits the signed contract. The Texas Ethics Commission has adopted rules
requiring the business entity to file Form 1295 electronically with the Commission.
CONSULTANT will be required to furnish an original notarized Certificate of Interest
Parties before the contract is awarded, in accordance with Government Code 2252.908.
The CONSULTANT shall:
1. Log onto the State Ethics Commission Website at :
https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm
2. Register utilizing the tutorial provided by the State
3. Print a copy of the completed Form 1295
4. Enter the Certificate Number on signature page.
5. Sign and notarize the Form 1295
6. Email the notarized form to purchasing@cityofdenton.com with the contract number in the
subject line. (EX: Contract 1234 – Form 1295)
The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after
Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics
Commission’s website within seven business days.
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IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be
executed by its duly authorized City Manager, and CONSULTANT has executed this Agreement
through its duly authorized undersigned officer on this date______________________.
CITY OF DENTON, TEXAS
__________________________________
TODD HILEMAN, CITY MANAGER
JENNIFER WALTERS, CITY SECRETARY
BY: __________________________________
APPROVED AS TO LEGAL FORM:
AARON LEAL, INTERIM CITY ATTORNEY
BY: __________________________________
TEAGUE NALL & PERKINS, INC.,
A TEXAS CORPORATION
“CONSULTANT”
__________________________________
BY: GARY L. VICKERY, P.E.
ITS: PRINCIPAL
_______2017-256869_________________
TEXAS ETHICS COMMISSION
CERTIFICATE NUMBER
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CITY OF DENTON
GENERAL CONDITIONS
TO
AGREEMENT FOR ARCHITECTURAL OR ENGINEERING SERVICES
ARTICLE 1. ARCHITECT OR ENGINEER'S RESPONSIBILITIES
1.1 The Architect or Engineer's services consist of those services for the Project (as defined in the agreement (the “Agreement”) and proposal (the “Proposal”) to which these
General Conditions are attached) performed by the Architect or Engineer (hereinafter called the “Design Professional”) or Design Professional's employees and consultants as
enumerated in Articles 2 and 3 of these General Conditions as modified by the Agreement and Proposal (the “Services”).
1.2 The Design Professional will perform all Services as an independent contractor to the prevailing professional standards consistent with the level of care and skill ordinarily
exercised by members of the same profession currently practicing in the same locality under similar conditions, including reasonable, informed judgments and prompt timely
actions (the “Degree of Care”). The Services shall be performed as expeditiously as is consistent with the Degree of Care necessary for the orderly progress of the Project.
Upon request of the Owner, the Design Professional shall submit for the Owner's approval a schedule for the performance of the Services which may be adjusted as the Project
proceeds, and shall include allowances for periods of time required for the Owner's review and for approval of submissions by authorities having jurisdiction over the Project.
Time limits established by this schedule and approved by the Owner shall not, except for reasonable cause, be exceeded by the Design Professional or Owner, and any
adjustments to this schedule shall be mutually acceptable to both parties.
ARTICLE 2 SCOPE OF BASIC SERVICES
2.1 BASIC SERVICES DEFINED The Design Professional’s Basic Services consist of those described in Sections 2.2 through 2.6 of these General Conditions and include
without limitation normal structural, civil, mechanical and electrical engineering services and any other engineering services necessary to produce a complete and accurate set of
Construction Documents, as described by and required in Section 2.4. The Basic Services may be modified by the Agreement.
2.2 SCHEMATIC DESIGN PHASE
2.2.1 The Design Professional, in consultation with the Owner, shall develop a written program for the Project to ascertain Owner's needs and to establish the
requirements for the Project.
2.2.2 The Design Professional shall provide a preliminary evaluation of the Owner's program, construction schedule and construction budget requirements, each in
terms of the other, subject to the limitations set forth in Subsection 5.2.1.
2.2.3 The Design Professional shall review with the Owner alternative approaches to design and construction of the Project.
2.2.4 Based on the mutually agreed-upon program, schedule and construction budget requirements, the Design Professional shall prepare, for approval by the Owner,
Schematic Design Documents consisting of drawings and other documents illustrating the scale and relationship of Project components. The Schematic Design shall
contemplate compliance with all applicable laws, statutes, ordinances, codes and regulations.
2.2.5 The Design Professional shall submit to the Owner a preliminary detailed estimate of Construction Cost based on current area, volume or other unit costs and
which indicates the cost of each category of work involved in constructing the Project and establishes an elapsed time factor for the period of time from the
commencement to the completion of construction.
2.3 DESIGN DEVELOPMENT PHASE
2.3.1 Based on the approved Schematic Design Documents and any adjustments authorized by the Owner in the program, schedule or construction budget, the Design
Professional shall prepare for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe the size and
character of the Project as to architectural, structural, mechanical and electrical systems, materials and such other elements as may be appropriate, which shall comply
with all applicable laws, statutes, ordinances, codes and regulations. Notwithstanding Owner's approval of the documents, Design Professional represents that the
Documents and specifications will be sufficient and adequate to fulfill the purposes of the Project.
2.3.2 The Design Professional shall advise the Owner of any adjustments to the preliminary estimate of Construction Cost in a further Detailed Statement as described
in Section 2.2.5.
2.4 CONSTRUCTION DOCUMENTS PHASE
2.4.1 Based on the approved Design Development Documents and any further adjustments in the scope or quality of the Project or in the construction budget
authorized by the Owner, the Design Professional shall prepare, for approval by the Owner, Construction Documents consisting of Drawings and Specifications setting
forth in detail requirements for the construction of the Project, which shall comply with all applicable laws, statutes, ordinances, codes and regulations.
2.4.2 The Design Professional shall assist the Owner in the preparation of the necessary bidding or procurement information, bidding or procurement forms, the
Conditions of the contract, and the form of Agreement between the Owner and contractor.
2.4.3 The Design Professional shall advise the Owner of any adjustments to previous preliminary estimates of Construction Cost indicated by changes in requirements
or general market conditions.
2.4.4 The Design Professional shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of governmental
authorities having jurisdiction over the Project.
2.5 CONSTRUCTION CONTRACT PROCUREMENT
2.5.1 The Design Professional, following the Owner's approval of the Construction Documents and of the latest preliminary detailed estimate of Construction Cost,
shall assist the Owner in procuring a construction contract for the Project through any procurement method that is legally applicable to the Project including without
limitation, the competitive sealed bidding process. Although the Owner will consider the advice of the Design Professional, the award of the construction contract is in
the sole discretion of the Owner.
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2.5.2 If the construction contract amount for the Project exceeds the total construction cost of the Project as set forth in the approved Detailed Statement of Probable
Construction Costs of the Project submitted by the Design Professional, then the Design Professional, at its sole cost and expense, will revise the Construction
Documents as may be required by the Owner to reduce or modify the quantity or quality of the work so that the total construction cost of the Project will not exceed
the total construction cost set forth in the approved Detailed Statement of Probable Construction Costs.
2.6 CONSTRUCTION PHASE - ADMINISTRATION OF THE CONSTRUCTION CONTRACT
2.6.1 The Design Professional's responsibility to provide Basic Services for the Construction Phase under this Agreement commences with the award of the Contract
for Construction and terminates at the issuance to the Owner of the final Certificate for Payment, unless extended under the terms of Subsection 8.3.2.
2.6.2 The Design Professional shall provide detailed administration of the Contract for Construction as set forth below. For design professionals the administration
shall also be in accordance with AIA document A201, General Conditions of the Contract for Construction, current as of the date of the Agreement as may be
amended by the City of Denton special conditions, unless otherwise provided in the Agreement. For engineers the administration shall also be in accordance with the
Standard Specifications for Public Works Construction by the North Central Texas Council of Governments, current as of the date of the Agreement, unless otherwise
provided in the Agreement.
2.6.3 Construction Phase duties, responsibilities and limitations of authority of the Design Professional shall not be restricted, modified or extended without written
agreement of the Owner and Design Professional.
2.6.4 The Design Professional shall be a representative of and shall advise and consult with the Owner (1) during construction, and (2) at the Owner's direction from
time to time during the correction, or warranty period described in the Contract for Construction. The Design Professional shall have authority to act on behalf of the
Owner only to the extent provided in the Agreement and these General Conditions, unless otherwise modified by written instrument.
2.6.5 The Design Professional shall observe the construction site at least one time a week, while construction is in progress, and as reasonably necessary while
construction is not in progress, to become familiar with the progress and quality of the work completed and to determine if the work is being performed in a manner
indicating that the work when completed will be in accordance with the Contract Documents. Design Professional shall provide Owner a written report subsequent to
each on-site visit. On the basis of on-site observations the Design Professional shall keep the Owner informed of the progress and quality of the work, and shall
exercise the Degree of Care and diligence in discovering and promptly reporting to the Owner any observable defects or deficiencies in the work of Contractor or any
subcontractors. The Design Professional represents that he will follow Degree of Care in performing all Services under the Agreement. The Design Professional shall
promptly correct any defective designs or specifications furnished by the Design Professional at no cost to the Owner. The Owner's approval, acceptance, use of or
payment for all or any part of the Design Professional's Services hereunder or of the Project itself shall in no way alter the Design Professional's obligations or the
Owner's rights hereunder.
2.6.6 The Design Professional shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences or
procedures, or for safety precautions and programs in connection with the work. The Design Professional shall not be responsible for the Contractor's schedules or
failure to carry out the work in accordance with the Contract Documents except insofar as such failure may result from Design Professional's negligent acts or omis-
sions. The Design Professional shall not have control over or charge of acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any
other persons performing portions of the work.
2.6.7 The Design Professional shall at all times have access to the work wherever it is in preparation or progress.
2.6.8 Except as may otherwise be provided in the Contract Documents or when direct communications have been specially authorized, the Owner and Contractor
shall communicate through the Design Professional. Communications by and with the Design Professional's consultants shall be through the Design Professional.
2.6.9 Based on the Design Professional's observations at the site of the work and evaluations of the Contractor's Applications for Payment, the Design Professional
shall review and certify the amounts due the Contractor.
2.6.10 The Design Professional's certification for payment shall constitute a representation to the Owner, based on the Design Professional 's observations at the site as
provided in Subsection 2.6.5 and on the data comprising the Contractor's Application for Payment, that the work has progressed to the point indicated and that the
quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to minor deviations from the Contract Documents cor-
rectable prior to completion and to specific qualifications expressed by the Design Professional. The issuance of a Certificate for Payment shall further constitute a
representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment shall not be a representation that
the Design Professional has (1) reviewed construction means, methods, techniques, sequences 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 Design Professional shall have the responsibility and authority to reject work which does not conform to the Contract Documents. Whenever the Design
Professional considers it necessary or advisable for implementation of the intent of the Contract Documents, the Design Professional will have authority to require
additional inspection or testing of the work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or
completed. However, neither this authority of the Design Professional nor a decision made in good faith either to exercise or not exercise such authority shall give rise
to a duty or responsibility of the Design Professional to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons
performing portions of the work.
2.6.12 The Design Professional shall review and approve or take other appropriate action upon Contractor's submittals such as Shop Drawings, Product Data and
Samples for the purpose of (1) determining compliance with applicable laws, statutes, ordinances and codes; and (2) determining whether or not the work, when
completed, will be in compliance with the requirements of the Contract Documents. The Design Professional shall act with such reasonable promptness to cause no
delay in the work or in the construction of the Owner or of separate contractors, while allowing sufficient time in the Design Professional's professional judgment to
permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions
and quantities or for substantiating instructions for installation or performance of equipment or systems designed by the Contractor, all of which remain the
responsibility of the Contractor to the extent required by the Contract Documents. The Design Professional's review shall not constitute approval of safety precautions
or, unless otherwise specifically stated by the Design Professional, of construction means, methods, techniques, sequences or procedures. The Design Professional's
approval of a specific item shall not indicate approval of an assembly of which the item is a component. When professional certification of performance characteristics
of materials, systems or equipment is required by the Contract Documents, the Design Professional shall be entitled to rely upon such certification to establish that the
materials, systems or equipment will meet the performance criteria required by the Contract Documents.
2.6.13 The Design Professional shall prepare Change Orders and Construction Change Directives, with supporting documentation and data if deemed necessary by
the Design Professional as provided in Subsections 3.1.1 and 3.3.3, for the Owner's approval and execution in accordance with the Contract Documents, and may
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authorize minor changes in the work not involving an adjustment in the Contract Sum or an extension of the Contract Time which are not inconsistent with the intent
of the Contract Documents.
2.6.14 On behalf of the Owner, the Design Professional shall conduct inspections to determine the dates of Substantial Completion and Final Completion, and if
requested by the Owner shall issue Certificates of Substantial and Final Completion. The Design Professional will receive and review written guarantees and related
documents required by the Contract for Construction to be assembled by the Contractor and shall issue a final certificate for Payment upon compliance with the
requirements of the Contract Documents.
2.6.15 The Design Professional shall interpret and provide recommendations on matters concerning performance of the Owner and Contractor under the requirements
of the Contract Documents on written request of either the Owner or Contractor. The Design Professional's response to such requests shall be made with reasonable
promptness and within any time limits agreed upon.
2.6.16 Interpretations and decisions of the Design Professional shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall
be in writing or in the form of drawings. When making such interpretations and initial decisions, the Design Professional shall endeavor to secure faithful performance
by both Owner and Contractor, and shall not be liable for results or interpretations or decisions so rendered in good faith in accordance with all the provisions of this
Agreement and in the absence of negligence.
2.6.17 The Design Professional shall render written decisions within a reasonable time on all claims, disputes or other matters in question between the Owner and
Contractor relating to the execution or progress of the work as provided in the Contract Documents.
2.6.18 The Design Professional (1) shall render services under the Agreement in accordance with the Degree of Care; (2) will reimburse the Owner for all damages
caused by the defective designs the Design Professional prepares; and (3) by acknowledging payment by the Owner of any fees due, shall not be released from any
rights the Owner may have under the Agreement or diminish any of the Design Professional's obligations thereunder.
2.6.19 The Design Professional shall provide the Owner with four sets of reproducible prints showing all significant changes to the Construction Documents during
the Construction Phase.
ARTICLE 3 ADDITIONAL SERVICES
3.1 GENERAL
3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified in the Agreement or Proposal, and they shall be paid for by the
Owner as provided in the Agreement, in addition to the compensation for Basic Services. The services described under Sections 3.2 and 3.4 shall only be provided if
authorized or confirmed in writing by the Owner. If services described under Contingent Additional Services in Section 3.3 are required due to circumstances beyond
the Design Professional's control, the Design Professional shall notify the Owner in writing and shall not commence such additional services until it receives written
approval from the Owner to proceed. If the Owner indicates in writing that all or part of such Contingent Additional Services are not required, the Design Professional
shall have no obligation to provide those services. Owner will be responsible for compensating the Design Professional for Contingent Additional Services only if
they are not required due to the negligence or fault of Design Professional.
3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES
3.2.1 If more extensive representation at the site than is described in Subsection 2.6.5 is required, the Design Professional 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 Design Professional, and the Design Professional shall be compensated therefor as
agreed by the Owner and Design Professional.
3.3 CONTINGENT ADDITIONAL SERVICES
3.3.1 Making material revisions in Drawings, Specifications or other documents when such revisions are:
1. inconsistent with approvals or instructions previously given by the Owner, including revisions made necessary by adjustments in the Owner's
program or Project budget;
2. required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents, or
3. due to changes required as a result of the Owner's failure to render decision in a timely manner.
3.3.2 Providing services required because of significant changes in the Project including, but not limited to, size, quality, complexity, or the Owner's schedule, except
for services required under Subsection 2.5.2.
3.3.3 Preparing Drawings, Specifications and other documentation and supporting data, and providing other services in connection with Change Orders and
Construction Change Directives.
3.3.4 Providing consultation concerning replacement of work damaged by fire or other cause during construction, and furnishing services required in connection with
the replacement of such work.
3.3.5 Providing services made necessary by the default of the Contractor, by major defects or deficiencies in the work of the Contractor, or by failure of performance
of either the Owner or Contractor under the Contract for Construction.
3.3.6 Providing services in evaluating an extensive number of claims submitted by the Contractor or others in connection with the work.
3.3.7 Providing services in connection with a public hearing, arbitration proceeding or legal proceeding except where the Design Professional is party thereto.
3.3.8 Providing services in addition to those required by Article 2 for preparing documents for alternate, separate or sequential bids or providing services in connection
with bidding or construction prior to the completion of the Construction Documents Phase.
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3.3.9 Notwithstanding anything contained in the Agreement, Proposal or these General Conditions to the contrary, all services described in this Article 3 that are
caused or necessitated in whole or in part due to the negligent act or omission of the Design Professional shall be performed by the Design Professional as a part of the
Basic Services under the Agreement with no additional compensation above and beyond the compensation due the Design Professional for the Basic Services. The
intervening or concurrent negligence of the Owner shall not limit the Design Professional’s obligations under this Subsection 3.3.9.
3.4 OPTIONAL ADDITIONAL SERVICES
3.4.1 Providing financial feasibility or other special studies.
3.4.2 Providing planning surveys, site evaluations or comparative studies of prospective sites.
3.4.3 Providing special surveys, environmental studies and submissions required for approvals of governmental authorities or others having jurisdiction over the
Project.
3.4.4 Providing services relative to future facilities, systems and equipment.
3.4.5 Providing services to investigate existing conditions or facilities or to make measured drawings thereof.
3.4.6 Providing services to verify the accuracy of drawings or other information furnished by the Owner.
3.4.7 Providing coordination of construction performed by separate contractors or by the Owner's own forces and coordination of services required in connection with
construction performed and equipment supplied by the Owner.
3.4.8 Providing detailed quantity surveys or inventories of material, equipment and labor.
3.4.9 Providing analyses of operating and maintenance costs.
3.4.10 Making investigations, inventories of materials or equipment, or valuations and detailed appraisals of existing facilities.
3.4.12 Providing assistance in the utilization of equipment or systems such as testing, adjusting and balancing, preparation of operation and maintenance manuals,
training personnel for operation and maintenance and consultation during operation.
3.4.13 Providing interior design and similar services required for or in connection with the selection, procurement or installation of furniture, furnishings and related
equipment.
3.4.14 Providing services other than as provided in Section 2.6.4, after issuance to the Owner of the final Certificate for Payment and expiration of the Warranty
period of the Contract for Construction.
3.4.15 Providing services of consultants for other than architectural, civil, structural, mechanical and electrical engineering portions of the Project provided as a part of
Basic Services.
3.4.16 Providing any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural
practice.
3.4.17 Preparing a set of reproducible record drawings in addition to those required by Subsection 2.6.19, showing significant changes in the work made during con-
struction based on marked-up prints, drawings and other data furnished by the Contractor to the Design Professional.
3.4.18 Notwithstanding anything contained in the Agreement, Proposal or these General Conditions to the contrary, all services described in this Article 3 that are
caused or necessitated in whole or in part due to the negligent act or omission of the Design Professional shall be performed by the Design Professional as a part of the
Basic Services under the Agreement with no additional compensation above and beyond the compensation due the Design Professional for the Basic Services. The
intervening or concurrent negligence of the Owner shall not limit the Design Professional’s obligations under this Subsection 3.4.18.
ARTICLE 4 OWNER'S RESPONSIBILITIES
4.1 The Owner shall consult with the Design Professional regarding requirements for the Project, including (1) the Owner's objectives, (2) schedule and design
constraints and criteria, including space requirements and relationships, flexibility, expendability, special equipment, systems and site requirements, as more speci-
fically described in Subsection 2.2.1.
4.2 The Owner shall establish and update an overall budget for the Project, including the Construction Cost, the Owner's other costs and reasonable contingencies
related to all of these costs.
4.3 If requested by the Design Professional, the Owner shall furnish evidence that financial arrangements have been made to fulfill the Owner's obligations under this
Agreement.
4.4 The Owner shall designate a representative authorized to act on the Owner's behalf with respect to the Project. The Owner or such authorized representative shall
render decisions in a timely manner pertaining to documents submitted by the Design Professional in order to avoid unreasonable delay in the orderly and sequential
progress of the Design Professional's services.
4.5 Where applicable, the Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a written
legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and
structures; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations,
dimensions and necessary data pertaining to existing buildings, other improvements and trees; and information concerning available utility services and lines, both
public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a project benchmark.
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4.6 Where applicable, the Owner shall furnish the services of geotechnical engineers when such services are requested by the Design Professional. Such services may
include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and re-
sistivity tests, including necessary operations for anticipating sub-soil conditions, with reports and appropriate professional recommendations.
4.6.1 The Owner shall furnish the services of other consultants when such services are reasonably required by the scope of the Project and are requested by the Design
Professional and are not retained by the Design Professional as part of its Basic Services or Additional Services.
4.7 When not a part of the Additional Services, the Owner shall furnish structural, mechanical, chemical, air and water pollution tests, tests of hazardous materials,
and other laboratory and environmental tests, inspections and reports required by law or the Contract Documents.
4.8 The Owner shall furnish all legal, accounting and insurance counseling services as may be necessary at any time for the Project, including auditing services the
Owner may require to verify the Contractor's Applications for Payment or to ascertain how or for what purposes the Contractor has used the money paid by or on
behalf of the Owner.
4.9 The services, information, surveys and reports required by Owner under Sections 4.5 through 4.8 shall be furnished at the Owner's expense, and the Design
Professional shall be entitled to rely upon the accuracy and completeness thereof in the absence of any negligence on the part of the Design Professional.
4.10 The Owner shall give prompt written notice to the Design Professional if the Owner becomes aware of any fault or defect in the Project or nonconformance with
the Contract Documents.
4.11 Design Professional shall propose language for certificates or certifications to be requested of the Design Professional or Design Professional's consultants and
shall submit such to the Owner for review and approval at least fourteen (14) days prior to execution. The Owner agrees not to request certifications that would require
knowledge or services beyond the scope of the Agreement.
ARTICLE 5 CONSTRUCTION COST
5.1 CONSTRUCTION COST DEFINED
5.1.1 The Construction Cost shall be the total cost or estimated cost to the Owner of all elements of the Project designed or specified by the Design Professional.
5.1.2 The Construction Cost shall include the cost at current market rates of labor and materials furnished by the Owner and equipment designed, specified, selected or
specially provided for by the Design Professional, plus a reasonable allowance for the Contractor's overhead and profit. In addition, a reasonable allowance for con-
tingencies shall be included for market conditions at the time of bidding and for changes in the work during construction.
5.1.3 Construction Cost does not include the compensation of the Design Professional and Design Professional's consultants, the costs of the land, rights-of-way,
financing or other costs which are the responsibility of the Owner as provided in Article 4.
5.2 RESPONSIBILITY FOR CONSTRUCTION COST
5.2.1 Evaluations of the Owner's Project budget, preliminary estimates of Construction Cost and detailed estimates of Construction Cost prepared by the Design
Professional represent the Design Professional's best judgment as a design professional familiar with the construction industry. It is recognized, however, that neither
the Design Professional nor the Owner has control over the cost of labor, materials or equipment, over the Contractor's methods of determining bid prices, or over
competitive bidding or market conditions. Accordingly, the Design Professional cannot and does not warrant or represent that bids or cost proposals will not vary
from the Owner's Project budget or from any estimate of Construction Cost or evaluation prepared or agreed to by the Design Professional.
5.2.2 No fixed limit of Construction Cost shall be established as a condition of the Agreement by the furnishing, proposal or establishment of a Project budget, unless
such fixed limit has been agreed upon in writing and signed by the parties thereto. If such a fixed limit has been established, the Design Professional shall be permitted
to include contingencies for design, bidding and price escalation, to determine what materials, equipment, component systems and types of construction are to be
included in the Contract Documents, to make reasonable adjustments in the scope of the Project and to include in the Contract Documents alternate bids to adjust the
Construction Cost to the fixed limit. Fixed limits, if any, shall be increased in the amount of an increase in the Contract Sum occurring after execution of the Contract
for Construction.
5.2.3 If the Procurement Phase has not commenced within 90 days after the Design Professional submits the Construction Documents to the Owner, any Project
budget or fixed limit of Construction Cost shall be adjusted to reflect changes in the general level of prices in the construction industry between the date of submission
of the Construction Documents to the Owner and the date on which proposals are sought.
ARTICLE 6 OWNERSHIP AND USE OF DOCUMENTS
6.1 The Drawings, Specifications and other documents prepared by the Design Professional for this Project are instruments of the Design Professional's service and shall
become the property of the Owner upon termination or completion of the Agreement. The Design Professional is entitled to retain copies of all such documents. Such
documents are intended only be applicable to this Project, and Owner’s use of such documents in other projects shall be at Owner’s sole risk and expense. In the event the
Owner uses any of the information or materials developed pursuant to the Agreement in another project or for other purposes than are specified in the Agreement, the Design
Professional is released from any and all liability relating to their use in that project
6.2 Submission or distribution of documents to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication
in derogation of the Design Professional's reserved rights.
ARTICLE 7 TERMINATION, SUSPENSION OR ABANDONMENT
7.1 The Design Professional may terminate the Agreement upon not less than thirty days written notice should the Owner fail substantially to perform in accordance with the
terms of the Agreement through no fault of the Design Professional. Owner may terminate the Agreement or any phase thereof with or without cause upon thirty (30) days
prior written notice to the Design Professional. All work and labor being performed under the Agreement shall cease immediately upon Design Professional’s receipt of such
notice. Before the end of the thirty (30) day period, Design Professional shall invoice the Owner for all work it satisfactorily performed prior to the receipt of such notice. No
amount shall be due for lost or anticipated profits. All plans, field surveys, and other data related to the Project shall become property of the Owner upon termination of the
Agreement and shall be promptly delivered to the Owner in a reasonably organized form. Should Owner subsequently contract with a new Design Professional for continuation
of services on the Project, Design Professional shall cooperate in providing information.
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7.2 If the Project is suspended by the Owner for more than 30 consecutive days, the Design Professional shall be compensated for services satisfactorily performed prior to
notice of such suspension. When the Project is resumed, the Design Professional's compensation shall be equitably adjusted to provide for expenses incurred in the interruption
and resumption of the Design Professional's services.
7.3 The Agreement may be terminated by the Owner upon not less than seven days written notice to the Design Professional in the event that the Project is permanently
abandoned. If the Project is abandoned by the Owner for more than 90 consecutive days, the Design Professional or the Owner may terminate the Agreement by giving written
notice.
7.4 Failure of the Owner to make payments to the Design Professional for work satisfactorily completed in accordance with the Agreement shall be considered substantial non-
performance and cause for termination.
7.5 If the Owner fails to make payment to Design Professional within thirty (30) days of receipt of a statement for services properly and satisfactorily performed, the Design
Professional may, upon seven days written notice to the Owner, suspend performance of services under the Agreement.
7.6 In the event of termination not the fault of the Design Professional, the Design Professional shall be compensated for services properly and satisfactorily performed prior to
termination.
ARTICLE 8 PAYMENTS TO THE DESIGN PROFESSIONAL
8.1 DIRECT PERSONNEL EXPENSE
8.1.1 Direct Personnel Expense is defined as the direct salaries of the Design Professional's personnel engaged on the Project and the portion of the cost of their
mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays,
vacations, pensions and similar contributions and benefits.
8.2 REIMBURSABLE EXPENSES
8.2.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Design Professional and
Design Professional's employees and consultants in the interest of the Project, as identified in the following Clauses.
8.2.1.1 Expense of transportation in connection with the Project; expenses in connection with authorized out-of-town travel; long-distance communications;
and fees paid for securing approval of authorities having jurisdiction over the Project.
8.2.1.2 Expense of reproductions (except the reproduction of the sets of documents referenced in Subsection 2.6.19), postage and handling of Drawings,
Specifications and other documents.
8.2.1.3 If authorized in advance by the Owner, expense of overtime work requiring higher than regular rates.
8.2.1.4 Expense of renderings, models and mock-ups requested by the Owner.
8.2.1.5 Expense of computer-aided design and drafting equipment time when used in connection with the Project.
8.2.1.6 Other expenses that are approved in advance in writing by the Owner.
8.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES
8.3.1 Payments for Basic Services shall be made monthly and, where applicable, shall be in proportion to services performed within each phase of service, on the
basis set forth in Section 2 of the Agreement and the schedule of work.
8.3.2 If and to the extent that the time initially established in the Agreement is exceeded or extended through no fault of the Design Professional, compensation for any
services rendered during the additional period of time shall be computed in the manner set forth in Section 2 of the Agreement.
8.3.3 When compensation is based on a percentage of Construction Cost and any portions of the Project are deleted or otherwise not constructed, compensation for
those portions of the Project shall be payable to the extent services are performed on those portions, in accordance with the schedule set forth in Section 2 of the
Agreement based on (1) the lowest bona fide bid or (2) if no such bid or proposal is received, the most recent preliminary estimate of Construction Cost or detailed
estimate of Construction Cost for such portions of the Project.
8.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES
8.4.1 Payments on account of the Design Professional's Additional Services and for Reimbursable Expenses shall be made monthly within 30 days after the
presentation to the Owner of the Design Professional's statement of services rendered or expenses incurred.
8.5 PAYMENTS WITHHELD No deductions shall be made from the Design Professional's compensation on account of penalty, damages or other sums withheld from
payments to contractors, or on account of the cost of changes in the work other than those for which the Design Professional is responsible.
8.6 DESIGN PROFESSIONAL'S ACCOUNTING RECORDS Design Professional shall make available to Owner or Owner's authorized representative records of
Reimbursable Expenses and expenses pertaining to Additional Services and services performed on the basis of a multiple of Direct Personnel Expense for inspection and
copying during regular business hours for three years after the date of the final Certificate of Payment, or until any litigation related to the Project is final, whichever date is
later.
ARTICLE 9 INDEMNITY
9.1 The Design Professional shall indemnify and save and hold harmless the Owner and its officers, agents, and employees from and against any and all liability,
claims, demands, damages, losses, and expenses, including, but not limited to court costs and reasonable attorney fees incurr ed by the Owner, and including, without
limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of the Design Professional or its officers,
shareholders, agents, or employees in the performance of the Agreement.
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9.2 Nothing herein shall be construed to create a liability to any person who is not a party to the Agreement, and nothing herein shall waive any of the parties’ defenses,
both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to the Agreement, including the defense of governmental immunity, which
defenses are hereby expressly reserved.
ARTICLE 10 INSURANCE During the performance of the Services under the Agreement, Design Professional shall maintain the following insurance with an
insurance company licensed or authorized to do business in the State of Texas by the State Insurance Commission or any succes sor agency that has a rating with Best
Rate Carriers of at least an A- or above:
10.1 Comprehensive General Liability Insurance with bodily injury limits of not less than $1,000,000 for each occurrence and not less than $2,000,000 in th e aggregate,
and with property damage limits of not less than $100,000 for each occurrence and not less than $250,000 in the aggregate.
10.2 Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident, and with property
damage limits of not less than $100,000 for each accident.
10.3 Worker’s Compensation Insurance in accordance with statutory requirements, and Employers’ Liability Insurance with limits of not less than $10 0,000 for each
accident including occupational disease.
10.4 Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate.
10.5 The Design Professional shall furnish insurance certificates or insurance policies to the Owner evidencing insurance in compl iance with this Article 10 at the time
of the execution of the Agreement. The General Liability and Automobile Liability insurance policies shall name the Owner as an additional insured, the Workers’
Compensation policy shall contain a waiver of subrogation in favor of the Owner, and each policy shall contain a provision th at such insurance shall not be canceled or
modified without thirty (30) days’ prior written notice to Owner and Design Professional. In such event, the Design Professi onal shall, prior to the effective date of the
change or cancellation, furnish Owner with substitute certificates of ins urance meeting the requirements of this Article 10.
ARTICLE 11 MISCELLANEOUS PROVISIONS
11.1 The Agreement shall be governed by the laws of the State of Texas. Venue of any suit or cause of action under the Agreement shall lie exclusively in Denton County,
Texas.
11.2 The Owner and Design Professional, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to
the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. The Design Professional shall not assign its
interests in the Agreement without the written consent of the Owner.
11.3 The term Agreement as used herein includes the executed Agreement, the Proposal, these General Conditions and other attachments referenced in Section 3 of the
Agreement which together represent the entire and integrated agreement between the Owner and Design Professional and supersedes all prior negotiations, representations or
agreements, either written or oral. The Agreement may be amended only by written instrument signed by both Owner and Design Professional. When interpreting the
Agreement the executed Agreement, Proposal, these General Conditions and the other attachments referenced in Section 3 of the Agreement shall to the extent that is
reasonably possible be read so as to harmonize the provisions. However, should the provisions of these documents be in conflict so that they can not be reasonably harmonized,
such documents shall be given priority in the following order:
1. The executed Agreement
2. Attachments referenced in Section 3 of the Agreement other than the Proposal
3. These General Provisions
4. The Proposal
11.4 Nothing contained in the Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Design
Professional.
11.5 Upon receipt of prior written approval of Owner, the Design Professional shall have the right to include representations of the design of the Project, including photographs
of the exterior and interior, among the Design Professional’s promotional and professional materials. The Design Professional's materials shall not include the Owner's
confidential or proprietary information if the Owner has previously advised the Design Professional in writing of the specific information considered by the Owner to be confi-
dential or proprietary. The Owner shall provide professional credit for the Design Professional on the construction sign and in the promotional materials for the Project.
11.6 Approval by the Owner shall not constitute, nor be deemed a release of the responsibility and liability of the Design Profess ional, its employees, associates, agents,
subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such
responsibility by the Owner for any defect in the design or other work prepared by the Desi gn Professional, its employees, subcontractors, agents, and consultants.
11.7 All notices, communications, and reports required or permitted under the Agreement shall be personally delivered or mailed to the respective parties by depositing
same in the United States mail to the address shown below signature block on the Agreement, certified mail, return receipt requested, unle ss otherwise specified herein.
All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days after mailing.
11.8 If any provision of the Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the
remainder of the Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform the Agreement to replace such
stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision.
11.9 The Design Professional shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable t o the work covered hereunder as they
may now read or hereinafter be amended during the term of this Agreement.
11.10 In performing the Services required hereunder, the Design Professional shall not discriminate against any person on the basis of race, color, religion, sex,
national origin or ancestry, age, or physical handicap.
11.11 The captions of the Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of the Agreement.
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CITY OF DENTON
INSURANCE REQUIREMENTS FOR CONTRACTORS
Bidder's attention is directed to the insurance requirements below. It is highly r ecommended
that bidders confer with their respective insurance carriers or brokers to determine in advance
of Bid submission the availability of insurance certificates and endorsements as prescribed
and provided herein. If an apparent low bidder fails to comply strictly with the insurance
requirements, that bidder may be disqualified from award of the contract. Upon bid award, all
insurance requirements shall become contractual obligations, which the successful bidder
shall have a duty to maintain throughout the course of this contract.
STANDARD PROVISIONS:
Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall
provide and maintain until the contracted work has been completed and accepted by the City of
Denton, Owner, the minimum insurance coverage as indicated hereinafter.
As soon as practicable after notification of bid award, Contractor shall file with the Purchasing
Department satisfactory certificates of insurance, containing the bid number and title of the
project. Contractor may, upon written request to the Purchasing Department, ask for
clarification of any insurance requirements at any time; however, Contractors are strongly
advised to make such requests prior to bid opening, since the insurance requirements may not be
modified or waived after bid opening unless a written exception has been submitted with the bid.
Contractor shall not commence any work or deliver any material until he or she receives
notification that the contract has been accepted, approved, and signed by the City of Denton.
All insurance policies proposed or obtained in satisfaction of these requirements shall comply
with the following general specifications, and shall be maintained in compliance with these
general specifications throughout the duration of the Contract, or longer, if so noted:
Each policy shall be issued by a company authorized to do business in the State of
Texas with an A.M. Best Company rating of at least A- VII or better.
Any deductibles or self-insured retentions shall be declared in the bid proposal. If
requested by the City, the insurer shall reduce or eliminate such deductibles or
self-insured retentions with respect to the City, its officials, agents, employees and
volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and
related investigations, claim administration and defense expenses.
Liability policies shall be endorsed to provide the following:
Name as additional insured the City of Denton, its Officials, Agents,
Employees and volunteers.
That such insurance is primary to any other insurance available to the
additional insured with respect to claims covered under the policy and that this
insurance applies separately to each insured against whom claim is made or
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suit is brought. The inclusion of more than one insured shall not operate to
increase the insurer's limit of liability.
Provide a Waiver of Subrogation in favor of the City of Denton, its officials,
agents, employees, and volunteers.
Cancellation: City requires 30 day written notice should any of the policies
described on the certificate be cancelled before the expiration date.
Should any of the required insurance be provided under a claims-made form,
Contractor shall maintain such coverage continuously throughout the term of
this contract and, without lapse, for a period of three years beyond the contract
expiration, such that occurrences arising during the contract term which give
rise to claims made after expiration of the contract shall be covered.
Should any of the required insurance be provided under a form of coverage that
includes a general annual aggregate limit providing for claims investigation or
legal defense costs to be included in the general annual aggregate limit, the
Contractor shall either double the occurrence limits or obtain Owners and
Contractors Protective Liability Insurance.
Should any required insurance lapse during the contract term, requests for
payments originating after such lapse shall not be processed until the City
receives satisfactory evidence of reinstated coverage as required by this
contract, effective as of the lapse date. If insurance is not reinstated, City may,
at its sole option, terminate this agreement effective on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall additionally
comply with the following marked specifications, and shall be maintained in compliance with
these additional specifications throughout the duration of the Contract, or longer, if so noted:
[X ] A. General Liability Insurance:
General Liability insurance with combined single limits of not less than
$1,000,000.00 shall be provided and maintained by the Contractor. The policy shall
be written on an occurrence basis either in a single policy or in a combination of
underlying and umbrella or excess policies.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is
used:
Coverage A shall include premises, operations, products, and completed
operations, independent contractors, contractual liability covering this
contract and broad form property damage coverage.
Coverage B shall include personal injury.
Coverage C, medical payments, is not required.
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If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition
and ISO Form GL 0404) is used, it shall include at least:
Bodily injury and Property Damage Liability for premises, operations,
products and completed operations, independent contractors and property
damage resulting from explosion, collapse or underground (XCU)
exposures.
Broad form contractual liability (preferably by endorsement) covering this
contract, personal injury liability and broad form property damage liability.
[X] Automobile Liability Insurance:
Contractor shall provide Commercial Automobile Liability insurance with Combined
Single Limits (CSL) of not less than $500,000.00 either in a single policy or in a
combination of basic and umbrella or excess policies. The policy will include bodily
injury and property damage liability arising out of the operation, maintenance and use of
all automobiles and mobile equipment used in conjunction with this contract.
Satisfaction of the above requirement shall be in the form of a policy endorsement for:
any auto, or
all owned, hired and non-owned autos.
[X] Workers’ Compensation Insurance
Contractor shall purchase and maintain Worker's Compensation insurance which, in
addition to meeting the minimum statutory requirements for issuance of such insurance,
has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each
employee, and a $500,000 policy limit for occupational disease. The City need not be
named as an "Additional Insured" but the insurer shall agree to waive all rights of
subrogation against the City, its officials, agents, employees and volunteers for any work
performed for the City by the Named Insured. For building or construction projects, the
Contractor shall comply with the provisions of Attachment 1 in accordance with
§406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Worker's
Compensation Commission (TWCC).
[ ] Owner's and Contractor's Protective Liability Insurance
The Contractor shall obtain, pay for and maintain at all times during the prosecution of
the work under this contract, an Owner's and Contractor's Protective Liability insurance
policy naming the City as insured for property damage and bodily injury which may arise
in the prosecution of the work or Contractor's operations under this contract. Coverage
shall be on an "occurrence" basis, and the policy shall be issued by the same insurance
company that carries the Contractor's liability insurance. Policy limits will be at least
combined bodily injury and property damage per occurrence with a aggregate.
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[X] Professional Liability Insurance
Professional liability insurance with limits not less than $1,000,000 per claim with
respect to negligent acts, errors or omissions in connection with professional services is
required under this Agreement.
[ ] Builders' Risk Insurance
Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be
provided. Such policy shall include as "Named Insured" the City of Denton and all
subcontractors as their interests may appear.
[ ] Commercial Crime
Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside
the premises, burglary of the premises, and employee fidelity. The employee fidelity
portion of this coverage should be written on a “blanket” basis to cover all employees,
including new hires. This type insurance should be required if the contractor has access
to City funds. Limits of not less than each occurrence are required.
[ ] Additional Insurance
Other insurance may be required on an individual basis for extra hazardous contracts and
specific service agreements. If such additional insurance is required for a specific
contract, that requirement will be described in the "Specific Conditions" of the contract
specifications.
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ATTACHMENT 1
[ ] Workers’ Compensation Coverage for Building or Construction Projects for
Governmental Entities
A. Definitions:
Certificate of coverage ("certificate")-A copy of a certificate of insurance, a
certificate of authority to self-insure issued by the commission, or a coverage
agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory
workers' compensation insurance coverage for the person's or entity's employees
providing services on a project, for the duration of the project.
Duration of the project - includes the time from the beginning of the work on the
project until the contractor's/person's work on the project has been completed and
accepted by the governmental entity.
Persons providing services on the project ("subcontractor" in §406.096) - includes all
persons or entities performing all or part of the services the contractor has
undertaken to perform on the project, regardless of whether that person contracted
directly with the contractor and regardless of whether that person has employees.
This includes, without limitation, independent contractors, subcontractors, leasing
companies, motor carriers, owner-operators, employees of any such entity, or
employees of any entity which furnishes persons to provide services on the project.
"Services" include, without limitation, providing, hauling, or delivering equipment or
materials, or providing labor, transportation, or other service related to a project.
"Services" does not include activities unrelated to the project, such as food/beverage
vendors, office supply deliveries, and delivery of portable toilets.
B. The contractor shall provide coverage, based on proper reporting of classification
codes and payroll amounts and filing of any overage agreements, which meets the
statutory requirements of Texas Labor Code, Section 401.011(44) for all employees
of the Contractor providing services on the project, for the duration of the project.
C. The Contractor must provide a certificate of coverage to the governmental entity prior
to being awarded the contract.
D. If the coverage period shown on the contractor's current certificate of coverage ends
during the duration of the project, the contractor must, prior to the end of the
coverage period, file a new certificate of coverage with the governmental entity
showing that coverage has been extended.
E. The contractor shall obtain from each person providing services on a project, and
provide to the governmental entity:
1) a certificate of coverage, prior to that person beginning work on the project, so the
governmental entity will have on file certificates of coverage showing coverage
for all persons providing services on the project; and
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2) no later than seven days after receipt by the contractor, a new certificate of
coverage showing extension of coverage, if the coverage period shown on the
current certificate of coverage ends during the duration of the project.
F. The contractor shall retain all required certificates of coverage for the duration of the
project and for one year thereafter.
G. The contractor shall notify the governmental entity in writing by certified mail or
personal delivery, within 10 days after the contractor knew or should have known, of
any change that materially affects the provision of coverage of any person providing
services on the project.
H. The contractor shall post on each project site a notice, in the text, form and manner
prescribed by the Texas Workers' Compensation Commission, informing all persons
providing services on the project that they are required to be covered, and stating how
a person may verify coverage and report lack of coverage.
I. The contractor shall contractually require each person with whom it contracts to
provide services on a project, to:
1) provide coverage, based on proper reporting of classification codes and payroll
amounts and filing of any coverage agreements, which meets the statutory
requirements of Texas Labor Code, Section 401.011(44) for all of its employees
providing services on the project, for the duration of the project;
2) provide to the contractor, prior to that person beginning work on the project, a
certificate of coverage showing that coverage is being provided for all employees
of the person providing services on the project, for the duration of the project;
3) provide the contractor, prior to the end of the coverage period, a new certificate of
coverage showing extension of coverage, if the coverage period shown on the
current certificate of coverage ends during the duration of the project;
4) obtain from each other person with whom it contracts, and provide to the
contractor:
a) certificate of coverage, prior to the other person beginning work on the
project; and
b) a new certificate of coverage showing extension of coverage, prior to the
end of the coverage period, if the coverage period shown on the current
certificate of coverage ends during the duration of the project;
5) retain all required certificates of coverage on file for the duration of the project
and for one year thereafter;
6) notify the governmental entity in writing by certified mail or personal delivery,
within 10 days after the person knew or should have known, of any change that
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materially affects the provision of coverage of any person providing services on
the project; and
7) Contractually require each person with whom it contracts, to perform as required
by paragraphs (1) - (7), with the certificates of coverage to be provided to the
person for whom they are providing services.
J. By signing this contract or providing or causing to be provided a certificate of
coverage, the contractor is representing to the governmental entity that all employees
of the contractor who will provide services on the project will be covered by workers'
compensation coverage for the duration of the project, that the coverage will be based
on proper reporting of classification codes and payroll amounts, and that all coverage
agreements will be filed with the appropriate insurance carrier or, in the case of a self-
insured, with the commission's Division of Self-Insurance Regulation. Providing
false or misleading information may subject the contractor to administrative penalties,
criminal penalties, civil penalties, or other civil actions.
K. The contractor’s failure to comply with any of these provisions is a breach of contract
by the contractor which entitles the governmental entity to declare the contract void if
the contractor does not remedy the breach within ten days after receipt of notice of
breach from the governmental entity.
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Attachment B - Page 1
EXHIBIT 2: ATTACHMENT B
SCOPE OF SERVICES AND DELIVERABLES
for
Lake Forest Dam Conditions Assessment and Hydrologic & Hydraulic Study for Fletcher
Branch Tributary 4
PROJECT UNDERSTANDING:
The Lake Forest Dam is an on-channel earthen dam that impounds Fletcher Branch Tributary 4.
The dam and associated lake are located within Lake Forest Park in the City of Denton (CITY). A
report summarizing the most recent dam inspection was prepared by the Texas Commission on
Environmental Quality (TCEQ) in 2009 and determined the dam to be “in poor condition.” Both
the lake and stream can be found on Federal Emergency Management Agency (FEMA) Flood
Insurance Rate Map (FIRM) Panel 48121C0390G. The lake is depicted as a shaded Zone X
Special Flood Hazard Area while the remainder of the stream is unmapped. The Good
Samaritan Village retirement community is located upstream of the lake, immediately adjacent to
the tributary. The purpose of this study is to:
1. Obtain field survey of the dam, outfall structure, channel, and finished floor elevations
within the Good Samaritan Village.
2. Prepare a Current Conditions Report for the dam which updates the evaluation and
inspection detailed by TCEQ in 2009.
3. Prepare an Updated Recommendations Report for the dam which includes field and
laboratory testing (as needed) in order to provide recommendations for necessary dam
improvements (design of dam improvements is not included in this scope of services).
4. Perform a hydrologic and hydraulic (H&H) evaluation of Fletcher Branch Tributary 4 and
establish Base Flood Elevations and the associated floodplain limits. The study limits are
shown on Attachment C.
5. Submit a FEMA Letter of Map Revision (LOMR) to reflect the results of the H&H study on
the effective FEMA FIRM Map.
BASIC SERVICES
Based on the understanding summarized above, TNP (or its subconsultant), both referred to as the
ENGINEER hereafter, proposes to complete the following tasks as BASIC SERVICES (any
additional tasks shall be provided as ADDITIONAL SERVICES at the ENGINEER’s hourly rates):
1. Field Survey and Data Collection
A. Obtain field survey within the project limits. Horizontal and vertical control for the
project shall be based on the Texas Coordinate System of 1983 {North Central
Zone No. 4202; NAD83(2011) Epoch 2010} as derived locally from Western
Data Systems Continuously Operating Reference Stations via real time kinematic
survey methods. Elevations will be referenced to NAVD88 datum. Specifically,
the survey shall include:
I. Obtain spot elevations along the existing dam embankment, as well as at
the upstream and downstream inverts of the existing lake culvert outfall
structure.
Exhibit A
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II. Obtain up to twenty five (25) topographic cross-sections along Fletcher
Branch Tributary 4 within the limits of study shown on Attachment C. Cross-
sections shall span from the left top of bank to right top of bank within the
bank-full channel limits. This survey data shall be supplemented with LIDAR
data available from the Texas Natural Resources Information System
(TNRIS).
III. Obtain spot elevations of the drainage structures and limited roadway
elevations at Duffy’s Way, the existing gas well access road, Roxbury
Street, and Ryan Road. At a minimum, these shots will include: culvert
inverts, top of curb, gutter, and street centerline along the width of the
culverts.
IV. Obtain up to nine (9) finished floor elevations within the Good Samaritan
Village for structures that are near or adjacent to Fletcher Branch Tributary
4.
B. Obtain GIS data from the CITY including: topography, aerial orthoimagery,
landuse, zoning, and planimetric data.
C. Obtain as-built plans and record drawings of developments within the watershed,
as necessary. This information will be used to understand drainage patterns and
evaluate watershed boundaries.
D. Request from the CITY, FEMA, the U.S. Army Corps of Engineers, or other pertinent
entities any hydrologic or hydraulic data, models, or information that may be
available. Costs associated with obtaining this data shall be considered as DIRECT
COSTS.
E. Derive 1-foot interval contours for the project area using LiDAR data from TNRIS.
2. Prepare a Current Conditions Report for the Lake Forest Dam (to be performed by
Subconsultant)
A. An inspection shall be performed to evaluate current conditions and record
changes from the TCEQ report dated March 11, 2009.
B. Provide a digital draft copy of the Current Conditions Report to the CITY for
review.
C. Prepare a memo summarizing the findings of the evaluations.
3. Prepare an Updated Recommendations Report for the Lake Forest Dam (to be
performed by Subconsultant)
A. Perform Field and Lab Services
Based on the results of Task 2, the ENGINEER shall recommend to the CITY the
Field and Lab Services needed to evaluate and determine potential dam
improvements. Field and Lab Services shall not be conducted without prior written
consent from the CITY. Field and Lab Services that may be necessary include:
I. Field Services: Based on the results of Task 2, the ENGINEER will identify
the need for borings. If needed, the ENGINEER shall provide up to eight
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(8) geotechnical field borings. The location and depth of boring shall be
evaluated based on feature (embankments, grading, spillways, etc.) The
boring depths will also be adjusted based on the current lines and grades
established in Task 1. The recovered subsurface samples will be delivered
to the laboratory for testing. These materials will be described in further
detail in the laboratory by a staff geologist or engineer. Groundwater, if
observed, will be recorded during and at the completion of drilling. After
final groundwater observations, the borings will be backfilled with the
excavated cuttings.
II. Lab Services: Selected laboratory testing of the obtained samples will be
performed to evaluate soil index properties, strength, volume change
potential and other characteristics of the subsurface materials and provide
data for analysis. These tests may include but may not be limited to the
following: Moisture content, Atterberg limits, Percent passing No.200 mesh
sieve, Unconfined compressive strength.
Recovered samples shall be retained for 30 days after completion of
laboratory testing unless other arrangements are made by the CITY.
B. Prepare an Updated Recommendations Report which summarizes recommended
improvements for the Lake Forest Dam. As necessary, the report shall include:
I. A plan sheet indicating the approximate location of each boring
II. A log of each boring with the boring number, depth of each stratum,
material description, soil classification with laboratory test results, and
groundwater information
III. A discussion of subsurface soil and groundwater conditions, if encountered
IV. A brief discussion of the site geology
V. A brief discussion of previous construction activity, if identified
VI. Earth Embankment improvement
VII. Repair or replacement recommendations for embankment conduits
VIII. Recommendations for embankment regrading
IX. General earthwork recommendations including grade changes, including
material type(s) and backfill requirements
X. Recommendation for subgrade preparation
C. Prepare a report summarizing the findings of the evaluations.
4. Hydrologic and Hydraulic Evaluations for Fletcher Branch Tributary 4
A. Fully-Developed Hydrologic Analysis
I. Delineate watershed and subwatershed boundaries for the project limits.
For the purposes of this project, the hydrologic limits of study would include
the drainage basin draining to the confluence of Fletcher Branch Tributary
4 and the main stem of Fletcher Branch.
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II. Perform up to one (1) field visit to evaluate, validate, and refine the
established watershed and subwatershed boundaries.
III. Calculate hydrologic parameters for the watershed. Examples of these
parameters include: basin lag times, curve number, impervious percentage,
and channel routing and storage volumes. For the purposes of this study, it
is assumed that the watershed is in a fully-developed condition.
IV. Compute peak discharges for the 10-, 50-, 100- and 500-year
hypothetical design storm events using the HEC-HMS hydrologic software.
Computations shall include the impacts of the existing Lake Forest Dam and
impoundment.
B. Fully-Developed Hydraulic Analysis of Existing Conditions
I. Prepare a one-dimensional (1D), steady state, backwater hydraulic model
for the channel using HEC-RAS version 4.1 (or later).
a. The limits of the hydraulic model shall begin at the confluence of
Fletcher Branch Tributary 4 and the main stem of Fletcher Branch
and extend to the upstream face of Ryan Road. These limits are
depicted on Attachment C.
b. The hydraulic models shall assume existing geometric channel, lake,
and dam conditions. Consideration and modeling of future
improvements can be provided as an Additional Service.
c. The need for unsteady modeling or two-dimensional (2D)
hydrodynamic modeling of the stream and impoundment is not
anticipated. This type of modeling can be provided as Additional
Services, should the need arise.
II. Evaluate channel hydraulics using fully-developed discharges for the 10-,
50-, 100- and 500-year hypothetical design storm events.
III. Calculate the 100-year Base Flood Elevations and delineate the
corresponding floodplain extents along the study limits.
C. Prepare a summary report which summarizes the findings of the hydrologic &
hydraulic analyses performed. The report shall include:
I. A summary of the methodology and findings of the hydrologic and
hydraulic analyses;
II. Exhibits depicting the Base Flood Elevations floodplain delineation for
Fletcher Branch Tributary 4;
D. Submit up to two (2) hardcopies and one (1) digital copy of a DRAFT report for
CITY Review.
E. Address CITY comments and submit up to two (2) hardcopies and one (1) digital
copy of a FINAL report for CITY
5. Prepare and Submit a Letter of Map Revision (LOMR)
A. Prepare a Letter of Map Revision (LOMR) submittal comprised of the following
information:
a. Project Narrative and pertinent exhibits;
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b. MT-2 forms;
c. Topographic Work Map;
d. Annotated FIRM Map;
e. Digital media containing models and pertinent CAD/GIS files;
B. Prepare a floodway model for the stream reach.
C. It is understood by the CITY that FEMA review fees are not included within the
price of this contract. This fee is expected to be $8,250 based on the FEMA fee
schedule posted at the time of this contract. It is understood by the Client that this
fee schedule is subject to change at FEMA’s discretion. It is further understood that
FEMA will not commence technical review of the LOMR until the review fee has
been remitted.
D. The Engineer shall combine all of the above documents into a single document.
Three (3) copies of the LOMR shall be sent to the City Floodplain Administrator for
review and signature. It is anticipated that the CITY will submit the LOMR
document to FEMA.
E. The Engineer shall address CITY and FEMA review comments.
F. The Engineer shall coordinate responses to FEMA comments directly with FEMA
unless directed otherwise by the CITY.
G. As and if required by FEMA, the Engineer shall assist the CITY with notification of
property owners impacted by revisions to the floodplain/floodway. It is assumed
that the CITY will provide the ENGINEER with site addresses and mailing addresses
for all properties identified by the ENGINEER to be notified.
H. It is understood that any costs associated with notifications (mailings, newspaper
advertisements, etc.) shall be billed to the CITY as DIRECT COSTS.
EXCLUSIONS:
The following items are excluded from this Scope of Services but can be provided as
ADDITIONAL SERVICES at the hourly rates depicted in Exhibit 4 and made a part hereto.
1. Preparation of design or construction plans, specifications, and estimates for lake and/or
channel improvements;
2. Water rights permitting;
3. Hydrologic and hydraulic evaluation of future improvements to the lake, channel, and dam;
4. Environmental assessments and delineations;
5. Right-of-way or real property acquisition;
6. Subsurface Utility Engineering (SUE);
7. Property owner coordination and right-of-entry/access for survey and geo-engineering;
8. The BASIC SERVICES and associated schedule (see Exhibit 3) assume that the deliverables will
not be submitted for review by the Development Review Committee (DRC).
9. Local, state, or federal permitting not explicitly included in the above Scope of Services.
DocuSign Envelope ID: E069F5DB-6E04-43F5-9F25-D5C1078F1791
RYAN
RIVERCHASEFOX PONDPR 0506GR
A
N
A
D
A
MO
N
T
E
C
I
T
O
VISTA VERDE
CREEKDALE
DEL MARLA MANCHACHAUCERPARKHAVENVAL VERDE
BELMONT PARKSEVILLE
LIVINGSTONEHUNTE
R
S
C
R
E
E
K
RIDGEMONTMONTE CARLOMIRA VISTAFAIRMOUNT PAR
K
MIDDLE
CORDERO
ACORN BENDPALO VERDE
PRESCOTT DOWNS
AQUEDUCTGLENDORA
SAN MARINO
FROST THISTLEDOWNELYSIANBRISASMONTECITOVAL VERDEMONTECITO
MONTECITOSEVILL
E
PALO VERDE
N
0300600150
1 inch = 600 feet
Denton, Texas
Lake Forest Park
ATTACHMENT C
July 1, 2016
Legend
FEMA Streamline
FLD_ZONE
100 YR FP UNSTUDIED (ZONE A)
100 YR FP STUDIED (ZONE AE)
500 YR FP
FLOODWAYFLETCHER BRANCHFLET
C
H
E
R
B
R
A
N
C
H
T
RI
B. 4
GOOD SAMARITAN
VILLAGE
DUFFY'S WAYGAS WELL ACCESS RD.PARADISE LN.ROXBURY ST.LIMITS OF HYDRAULIC STUDY
(DOWNSTREAM)
LIMITS OF HYDRAULIC STUDY
(UPSTREAM)
LAKE
FOREST
Exhibit 2: Attachment C
DocuSign Envelope ID: E069F5DB-6E04-43F5-9F25-D5C1078F1791
ID Task Name Duration Start Finish
0 Lake Forest Dam ‐ Project Schedule
‐ Revised
265 days Fri 9/15/17 Thu
9/20/18
1 Notice to Proceed 0 days Fri 9/15/17 Fri 9/15/17
2 Field Survey & Data Collection 15 days Fri 9/15/17 Thu 10/5/17
3 Prepare Curent Assessment Report for
Lake Forest Dam
20 days Fri 10/6/17 Thu 11/2/17
4 Hydrologic & Hydraulic (H&H) Study 20 days Fri 10/6/17 Thu 11/2/17
5 Submit DRAFT Current Assessment Report
and DRAFT H&H Study to City
0 days Thu 11/2/17 Thu 11/2/17
6 City Review 15 days Fri 11/3/17 Thu 11/23/17
7 Prepare FINAL H&H Study to City 10 days Fri 11/24/17 Thu 12/7/17
8 Prepare and Submit Letter of Map
Revision (LOMR) to City
5 days Fri 12/8/17 Thu 12/14/17
9 City Review of LOMR Document 15 days Fri 12/15/17 Thu 1/4/18
10 City Authorizes Field and Lab Services 0 days Thu 11/23/17 Thu 11/23/17
11 Geo-Engineering Field and Lab Services 40 days Fri 11/24/17 Thu 1/18/18
12 Submit FINAL Current Assessment Report
and Updated Recommendations/Design
Report for Lake Forest Dam
10 days Fri 1/19/18 Thu 2/1/18
13 Address City LOMR Comments 5 days Fri 1/5/18 Thu 1/11/18
14 City Submits LOMR to FEMA 0 days Thu 1/11/18 Thu 1/11/18
15 FEMA Review and Final Determination 180 days Fri 1/12/18 Thu 9/20/18
9/15
11/2
11/23
1/11
NOTES:
1. Geo‐Engineering Tasks to be performed by subconsultant.
2. Actual length of Geo‐Engineering Field and Lab Services will be determined by results of the Current
Assessment Report.
3. Schedule assumes that LOMR will not require review by DRC (Development Review Committee).
4. Actual duration of FEMA review varies depending on the FEMA‐assigned Case Reviewer. LOMR
approval typically takes six to nine months. This Gantt chart does not depict the entire anticipated
LOMR duration.
1 4 7 10 13 16 19 22 25 28 1 4 7 10 13 16 19 22 25 28 31 3 6 9 12 15 18 21 24 27 30 3 6 9 12 15 18 21 24 27 30 2 5 8 11 14 17 20 23 26 29 1 4 7 10 13 16 19 22 25 28 3 6 9 12 15 18 21 24 27 30 2 5 8 11 14 17 20 23 26 29 2 5 8 11 14 17 20 23 26 29 1 4 7 10 13 16 19 22 25 28 1 4 7 10 13 16 19 22 25 28 31 3 6 9 12 15 18 21 24 27 30 2
September 2017 October 2017 November 2017 December 2017 January 2018 February 2018 March 2018 April 2018 May 2018 June 2018 July 2018 August 2018 Sept
Geo‐Engineering Task
Geo‐Engineering Task (Variable Time)
H&H Task
H&H Task (Variable Time)
Survey Task
City Task
Milestone
Manual Progress
Exhibit B - Project Schedule
for
Lake Forest Dam Conditions Assessment and H&H Study for Fletcher Branch Tributary 4
Project: Lake Forest Dam ‐ Project
Date: Wed 9/6/17
DocuSign Envelope ID: E069F5DB-6E04-43F5-9F25-D5C1078F1791
1
ATTACHMENT ‘A’
TEAGUE NALL AND PERKINS, INC.
Standard Rate Schedule for Time and Expense Contracts
Effective January 1, 2017 to December 31, 2017*
Engineering /Landscape Architecture/ROW From - To
Principal $200 - $240 Per Hour
Team Leader $170 - $220 Per Hour
Senior Project Manager $160 - $220 Per Hour
Project Manager $120 - $175 Per Hour
Senior Engineer $180 - $225 Per Hour
Project Engineer $95 - $160 Per Hour
Engineer III/IV $105 - $140 Per Hour
Engineer I/II $ 90 - $110 Per Hour
Landscape Architect / Planner $110 - $200 Per Hour
Landscape Designer $80 - $110 Per Hour
Senior Designer $105 - $150 Per Hour
Designer $100 - $130 Per Hour
Senior CAD Technician $90 - $120 Per Hour
CAD Technician $70 - $110 Per Hour
IT Consultant $100 - $170 Per Hour
Clerical $50 - $90 Per Hour
Construction Inspector II $75 - $100 Per Hour
Construction Inspector III $90 - $110 Per Hour
Senior Construction Inspector $100 - $125 Per Hour
ROW Manager $100 - $140 Per Hour
Senior ROW Agent $90 - $130 Per Hour
ROW Agent $80 - $115 Per Hour
Relocation Agent $100 - $130 Per Hour
Senior Utility Coordinator $90 - $135 Per Hour
Utility Coordinator $80 - $125 Per Hour
Intern $40 - $60 Per Hour
Surveying
Survey Manager $150 - $220 Per Hour
Registered Professional Land Surveyor (RPLS) $130 - $180 Per Hour
Field Coordinator $90 - $110 Per Hour
S.I.T. or Senior Survey Technician $70 - $110 Per Hour
Survey Technician $65 - $100 Per Hour
1-Person Field Crew w/Equipment** $125 Per Hour
2-Person Field Crew w/Equipment** $150 Per Hour
3-Person Field Crew w/Equipment** $170 Per Hour
4-Person Field Crew w/Equipment** $190 Per Hour
Flagger $40 Per Hour
Abstractor (Property Deed Research) $85 Per Hour
Subsurface Utility Engineering (SUE)
SUE Project Manager $185 Per Hour
SUE Engineer $160 Per Hour
Sr. Utility Location Specialist $100 Per Hour
Utility Location Specialist $ 85 Per Hour
1-Person Designator Crew w/Equipment*** $120 Per Hour
2-Person Designator Crew w/Equipment*** $145 Per Hour
2-Person Vac Excavator Crew w/Equip (Exposing Utility Only) $250 Per Hour (4 hr. min.)
2-Person Vac Excavator Crew w/Equip for QL-A **** $450 Per Hour (4 hr. min.)
Core Drill (equipment only) $750 Per Day
All subcontracted and outsourced services shall be billed at rates comparable to TNP’s billing rates above or cost times a multiplier of 1.10.
* Rates shown are for calendar year 2017 and are subject to change in subsequent years.
** Survey equipment may include truck, ATV, Robotic Total Station, GPS Units and Digital Level.
*** Includes crew labor, vehicle costs, and field supplies.
**** Rate applies to Quality Level A (QL-A) test holes on utilities that were designated by TNP as QL-B.
Exhibit CDocuSign Envelope ID: E069F5DB-6E04-43F5-9F25-D5C1078F1791
2
ATTACHMENT ‘A’
TEAGUE NALL AND PERKINS, INC.
Standard Rate Schedule for Time and Expense Contracts
Reimbursed Direct Cost Items
Effective January 1, 2017 to December 31, 2017*
Direct Cost Reimbursables
Photocopies: $0.154/sf letter, legal and 11” x 17” size bond paper, B&W
$0.7701/sf letter, legal and 11” x 17” bond paper, color
Prints: $0.154/sf letter, legal and 11” x 17” bond paper, B&W
$0.7701/sf letter, legal and 11” x 17” bond paper, color
Plots: $0.154/sf letter, legal and 11” x 17” bond paper, B&W
$0.7701/sf letter, legal and 11” x 17” bond paper, color
$0.50/sf 22” x 34” and larger bond paper or vellum, B&W
$1.00/sf 22” x 34” and larger mylar or acetate, B&W
Mileage $0.535/mile
Plans on CD $20/each
DocuSign Envelope ID: E069F5DB-6E04-43F5-9F25-D5C1078F1791
Certificate Of Completion
Envelope Id: E069F5DB6E0443F59F25D5C1078F1791 Status: Completed
Subject: ****City Manager Approval ******Docusign Item 6523 Lake Forest Dam Evaluation
Source Envelope:
Document Pages: 38 Signatures: 6 Envelope Originator:
Supplemental Document Pages: 0 Initials: 0 Rebecca Hunter
Certificate Pages: 6
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US &
Canada)
Payments: 0 rebecca.hunter@cityofdenton.com
IP Address: 129.120.6.150
Record Tracking
Status: Original
9/15/2017 9:31:45 AM
Holder: Rebecca Hunter
rebecca.hunter@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Rebecca Hunter
rebecca.hunter@cityofdenton.com
Assistant Purchasing Manager
City of Denton
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(Optional)
Completed
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karen.smith@cityofdenton.com
Interim Purchasing Manager
City of Denton
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Gary L. Vickery, PE, CFM
gvickery@tnpinc.com
Principal
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jennifer.decurtis@cityofdenton.com
Deputy City Attorney
City of Denton
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Todd Hileman
todd.hileman@cityofdenton.com
City Manager
City of Denton
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Jennifer Walters
jennifer.walters@cityofdenton.com
City Secretary
City of Denton
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Sherri Thurman
sherri.thurman@cityofdenton.com
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Robin Fox
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Assistant City Secretary
City of Denton
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Jennifer Bridges
jennifer.bridges@cityofdenton.com
Procurement Assistant
City of Denton
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Julia Winkley
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Contracts Administration Supervisor
City of Denton
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Electronic Record and Signature Disclosure created on: 7/21/2017 1:59:03 PM
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