RUDDELL STREET-6064-Award/Ordinance/Pricing
Docusign City Council T ransmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Granicus #
Ordinance #
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6064
PSA Graham Associates - Ruddell Street
2/16/16
Contract
Karen Smith
PROFESSIONAL SERVICES AGREEMENT
FOR ARCHITECT OR ENGINEER
(CONTRACT 6064)
THIS AGREEMENT is made and entered into this date ___________________________, by
and between the City of Denton, Texas, a Texas municipal corporation, with its principal office
at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called “Owner”
and Graham Associates, Inc., with its corporate office at 600 Six Flags Drive, Suite 500,
Arlington, Texas 76011 hereinafter called “Design Professional,” acting here in, by and through
their duly authorized representatives.
In consideration of the covenants and agreements herein contained, the parties hereto do
mutually agree as follows:
SECTION 1
EMPLOYMENT OF DESIGN PROFESSIONAL
The Owner hereby contracts with the Design Professional, a licensed Texas architect or
engineer, as an independent contractor. The Design Professional hereby agrees to perform the
services as described herein and in the Proposal, the General Conditions, and other attachments
to thi s Agreement that are referenced in Section 3, in connection with the Project. The Project
shall include, without limitation , but shall not be limited to the following major components (for
a more preci se or comprehensive description of the Scope refer to E xhibit 2 , Attachment E ):
A. Conceptual Design Plans
Task 1: Ruddell Street f rom 360’ north of Mingo to Texas Street, Pertain Street,
Lattimore Street, Texas Street, and 900 feet of Mingo Road. This would include
plan/profiles of the streets, a prelimina ry drainage area map, runoff computations, inlet
computations, and a preliminary drainage plan view.
B . 6 0% Plans for Rud d ell Street
Task 1: - Right -of -Way Determination for the project streets - In conformance with City
standards, Design Professional shall survey, render field notes, and prepare detailed plans
(right -of -way strip maps) and individual parcel exhibits for any additional right -of -way
and/or easements, including temporary construction easements, needed. Design
Professional shall also set control points, which shall be based on NAD -83, on both sides
of the road. The required items are necessary for the acquisition of right -of -way required
to construct Project. This information shall be required prior to acceptance of final
construction p lans.
Task 2: Rud d ell Street - At such time as Design Professional is directed by Owner ,
Design Professional shall prepare the following:
1. Title sheet with index of sheets.
2. Project layout.
3. Existing/proposed typical sections.
4. Plans summary sheets.
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February 16, 2016
5. Plans traffic control plan.
6. Alignment sheets.
7. Plan/profile sheets for all alignments.
8. Intersection layouts.
9. Miscellaneous roadway details.
10. Drainage design.
11. Drainage area maps.
12. Hydraulic computations.
13. Water and sewer plan .
14. Storm sewer plan/profiles (no laterals profiled).
15. Utility exhibits.
16. Traffic signal layouts.
17. Illumination layouts.
18. Erosion Control layouts.
19. Cross -sections.
20. Pavement Design and Geotechnical report
The preliminary plans will include water, sewer, and drainage improvements design,
and preliminary work on utility relocations .
C . Final Construction Plans
Task 1: Final Design Construction Plans (90% Plans) – Ruddell Street
1. Revise 60% Plans for Owners review comments.
2. Water and sewer profiles (if required).
3. Drainage laterals.
4. Signing layouts
5. Pav ement marking layouts and delineation.
6. Bid Proposal.
7. Special specifications as required.
Task 2 : Right -of -Way
1. Prepare final right -of -way plans and documents for all streets on the project.
D . 100% Construction Plans, Right -of -Way, and Specifications
Task 1: 100% Ruddell Street
1. Revise plans per Owner’s review comments.
2. Revise specifications/bid documents per Owner’s review comments.
3. Revise right -of -way documents per Owner’s review comments.
E . Miscellaneous Requirements –
1. Design Professional shal l furnish, upon request by Owner , one (1) set of film
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reproducibles of the "Final" approved and dated plans. Design Professional shall
submit an electronic copy of the drawings in a format acceptable to the Owner .
2. The Design Professional shall also prep are Record Drawings utilizing the
construction plans based upon redline markups reflecting any field changes. The
Contractor shall prepare and supply the redline markups to the Design
Professional after construction is complete. Design Professional shall submit one
(1) set of film reproducibles and an electronic copy of the Record Drawings in a
format acceptable to the Owner.
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SECTION 2
COMPENSATION
Total compensation for the Design Professional contemplated under the terms of this agreemen t
shall be $532,284.25 for all services including reimbursable expenses . The Owner shall
compensate the Design Professional as follows:
2.1 BASIC SERVICES
2.1.1 For Basic Services the total compensation shall be $323,445.00
2.1.2 Progress p ayments for Basic Services shall be paid monthly based on the actual
work satisfactorily completed per month in each phase as a percentage of the overall
compensation for that phase, with the following percentages of the total compensation for
the Basic Se rvices for each phase of the Project:
Schematic Design Phase 20 %
Design and Development Phase 3 0 %
Construction Documents Phase 3 0 %
Bidding Phase 10 %
Construction Phase 1 0 %
1 00%
2.2 ADDITIONAL SERVICES
2.2.1 For Additional Services the total compensation shall be $198,839.25 . Compensation
for Additional Services shall be based on actual services authorized and performed with
lump sum or maximum not to exceed subt otals depending on the service provided all as
shown in Exhibit 2 , Attachment A . The schedule for the hourly rates is attached as
Exhibit 4 .
2.2.2 Compensation for Additional Services of consultants, including additional
structural, mechanical and electrical engineering s ervices, geotechnical services, etc. shall
be based on a multiple of 1.1 times the amounts billed to the Design Professional for such
additional services.
2.3 REIMBURSABLE EXPENSES Reimbursable Expenses shall be a multiple of 1.05 times
the expenses incurred by the Design Professional, the Design Professional's employees and
consultants in the interest of the Project as defined in the General Conditions but not to exceed a
total of $10,000.00 without the prior written approval of the Owner. This amount does not
include appraisals, escrow fees, abstract fees, title fees, FEMA review fees.
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SECTION 3
ENTIRE AGREEMENT
This Agreement includes this executed agreement and the following documents all of which are
attached hereto an d made a part hereof by reference as if fully set forth herein:
Exhibit 1. City of Denton General Conditions to Agreement for Architectural or Engineering
Services.
Exhibit 2. The Design Professional’s Proposal
Attachments A through E :
Attachmen t A – Summary of Engineering Fees
Attachment B – Projected Plan Sheets
Attachment C – Organizational Chart
Attachment D – Estimate of Construction Costs
Attachment E – Scope of Services and Deliverables
Exhibit 3. Project Schedule
Exhibit 4. Schedule of Ra tes
This Agreement is signed by the parties hereto effective as of the date first above written.
CITY OF DENTON, TEXAS
A Municipal Corporation
BY: __________________________
GEORGE C. CAMPBELL
CITY MANAGER
APPROVED AS TO LEGAL FORM:
ANITA BURGESS , CITY ATTORNEY
BY: __________________________________
GRAHAM ASSOCIATES, INC.
A Corporation
BY: ________________________________
MARK BUR C KHARD , P.E.
SENIOR VICE PRESIDENT
__________2016 -6064 ______________
TEXAS ETHICS COMMISSION
CERTIFICATE NUMBER
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Attest:
City Secretary Jennifer Walters
Ce rtificate 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
Contractor submits a di sclosure of interested parties (Form 1295) to the City at the time the
Contractor submits the signed contract. The Texas Ethics Commission has adopted rules
requiring the business entity to file Form 1295 electronically with the Commission.
Contractor w ill be required to furnish an original notarized Certificate of Interest Parties
before the contract is awarded, in accordance with Government Code 2252.908.
The contractor 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 the signat ure page of this contract.
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 m ust 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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CITY OF DENTON
INSURANCE REQUIR EMENTS FOR
CONSULTANTS/CONTRACTORS
The Offeror’s/Bidder’s attention is directed to the insurance requirements below. It is highly
recommended that offerors/bidders confer with their respective insurance carriers or brokers
to determine in advance of its proposal or bid submission the availability of insurance
certificates and endorsements as prescribed and provided herein. If an offeror/apparent low
bidder fails to comply strictly with the insurance requirements, that offeror/bidder may be
disqualified from award of the contract. Upon award, all insurance requirements shall
become contractual obligations, which the successful offeror/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 Consultant/Contractor, the
Consultant/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 award, Consultant/Contractor shall file with the
Purchasing Department satisfactory certificates of insurance, containing the proposal/bid
number and title of the project. Consultant/Contractor may , upon written request to the
Purchasing Department, ask for clarification of any insurance requirements at any time;
however, Consultants/Contractors are strongly advised to make such requests prior to
proposal/bid opening, since the insurance requirement s may not be modified or waived after
proposal/bid opening unless a written exception has been submitted with the proposal/bid.
Consultant/Contractor shall not commence any work or deliver any material until he or she
receives notification that the contra ct 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
ge neral 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 or better .
Any deductibles or s elf -insured retentions shall be declared in the proposal or bid. 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 Consultant/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.
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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
suit is brought. The inclusion of more than one insured shall not operate to
increase the insurer's limit of liability.
Cancellation: City requires 30 day written notice should any of the policies
described on the certificate be ca ncelled or materially changed before the
expiration date.
Should any of the required insurance be provided under a claims -made form,
Consultant/Contractor shall maintain such coverage continuously throughout
the term of this contract and, without lapse, f or 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 fo rm 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
Consultant/Contractor shall either double the occurrence limits or obtain
Owne rs 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.
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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 $500,000.00
shall be provided and maintained by the Contractor. The policy shall be written on
an occurrence basis either in a single p olicy 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 c ontractors, contractual liability covering this
contract and broad form property damage coverage.
Coverage B shall include personal injury.
Coverage C, medical payments, is not required.
If the Comprehensive General Liability form (ISO Form GL 0002 Cur rent 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 Comme rcial 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 an d non -owned autos.
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[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 Cit y, 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 La bor 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 th is 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 b e 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.
[X] P rofessional Liability Insurance
Professional liability insurance with limits not less than $1,000,000.00 per claim with
respect to negligent acts, errors or omissions in connection with professional services is
required under this Agreement.
[ ] Environ mental Liability Insurance
Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this
contract.
[ ] Riggers Insurance
The Contractor shall provide coverage for Rigger’s Liability. Said coverage may be provided by
a Rigg er’s Liability endorsement on the existing CGL coverage; through and Installation Floater
covering rigging contractors; or through ISO form IH 00 91 12 11, Rigger’s Liability Coverage
form. Said coverage shall mirror the limits provided by the CGL coverag e
[__] 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.
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[__] 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 o n 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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ATTACHM ENT 1
[__] Worker's 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.
Duratio n 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 pro ject.
"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 fo od/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 r equirements 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 aw arded 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 governm ental 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 coverag e, 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 p roject.
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 stati ng 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 p ayroll
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, p rior 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 e nd 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 cur rent
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 persona l delivery,
within 10 days after the person knew or should have known, of any change that
materially affects the provision of coverage of any person providing services on
the project; and
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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 represe nting 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 classif ication 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 informat ion 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 governmen tal 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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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 agreem ent (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 Des ign Professional's employees and consultants as
enumerated in Ar ticles 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 consi stent with the level o f care and skill ordinarily
exercised by members of the same profession currently practicing in the same locality under similar conditions, including rea sonable, informed judgments and prompt timely
actions (the “Degree of Care”). The Services shall be per formed 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 th e Services whi ch may be adjusted as the Project
proceeds, and shall include allow ances for periods of time required for the Owner's review and for approval of submissions by author ities having jurisdiction over the Project.
Time limits estab lished by this schedule a nd 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 DE FINED The Design Professional’s Basic Services consist of those de scrib ed in Sections 2.2 through 2.6 of these General Conditions and include
without limi tation normal structural, civil, mechanical and electrical engineering services and any other engi neering 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 t he
requirements for the Project.
2.2.2 The Design Professional shall provide a preliminary evaluation of the Owner's program, con struction schedule and construction budget requirements, each in
terms of the other, subject to the limita tions set forth in Subsection 5.2.1.
2.2.3 The Design Professional shall review with the Owner alter native approaches to design and construction o f the Project.
2.2.4 Based on the mutually agreed -upon program, sche dule and construction budget requirements, the Design Professional shall prepare, for approval by the Owner,
Schematic Design Documents consisting of drawings and other documents illust rating the scale and re la tion ship 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 prelimi nary d etailed 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 estab lishes an elapsed time factor for the period of time from the
comme ncement 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, sche dule or construction budget, the Design
Professional shall p repare 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, De sign Professional represents that the
Documents and specifications will be suf ficient and adequate to fulfill the purposes of the Project.
2.3.2 The Design Professional shall advise the Owner of any adjust ments to the preliminary estimate of Construction Cost in a further Detailed Statement as described
in Section 2.2.5.
2.4 CON STRUCTION DOCUMENTS PHASE
2.4.1 Based on the approved Design Development Documents and any further adjustments in the scope or quality of the Pro ject or in the construction budget
authorized by the Owner, the Design Professional shall prepare, for appro val by the Owner, Construction Documents consisting of Drawings and Specifications set ting
forth in detail requirements for the construction of the Pro ject, which shall comply with all applicable laws, statutes, ordinances, codes and regulations.
2.4.2 The Design Professional shall assist the Owner in the prepa ration 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 D esign 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 jurisdic tion over the Project.
2.5 CONSTUCTION CONTRACT PROCUREMENT
2.5.1 The Design Professional, following the Owner's approval of the Cons truction 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 ap plicable to the Project including without
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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.
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
Con struc tion Costs of the Project submitted by the Design Professional, then the Design Professional, at its sole cost and expense, w il l revise the Con struc tion
Documents as may be required by the Owner to reduce or modify the quantity or quality of the work so that the total construct ion 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 Ser vices for the Construction Phase under this Agreement commences with the award of the Contract
for Construction and ter m inates at the issu ance to the Owner of the final Certificate for Payment, unless ex tended under the terms of Subsection 8.3.2.
2.6.2 The Design Professional shall provide detailed administration of t he Contract for Construction as set forth below. For design professionalss the administration
shall also be in accordance with AIA document A201, General Conditions of the Con tract for Con struc tion, current as of the date of the Agree ment as may be
am ended by the City of Denton special conditions, unless other wise 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 Agree ment, unless other wise
provided in the Agreement.
2.6.3 Construction Phase duties, responsibilities and limit a tions of authority of the Design Professional shall not be restricted, modi fied or extend ed 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 t he cor rection, or warranty period described in the Contract for Con struc tion. The Design Professional shall have author ity to act on behalf of the
Owner only to the extent pro vided in the Agreement and these General Conditions, unless otherwise modif ied 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 progr ess 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 accord ance with the Contract Documents. Design Professional shall provide Owner a written report subseque nt to
each on -site visit. On the basis of on -site observations the Design Professional shall keep the Owner informed of the pro gress and quality of the work, and shall
exercise the Degree of Care and dili gence in discovering and promptly reporting to the Owner any observable defects or deficiencies in the work of Contractor or any
sub con trac tors. The Design Professional represents that he will follow Degree of Care in perform ing all Services under the Agreement. The Design Professional shall
promptly cor rect any defective designs or specifica tions furnished by the Design Professional at no cost to the Owner. The Owner's approval, ac cep tance, use of or
payment for all or any part of the Design Professional's Services hereunder or of the P roject itself shall in no way alter the Design Professional's obligations or the
Owner's rights here under.
2.6.6 The Design Professional shall not have control over or charge of and shall not be responsible for construction means, methods , tech niques, sequences or
procedures, or for safety precautions and pro grams 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 omis sions of the Contractor, Subcontractors, or their agents or em ploy ees, or of any
o ther 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 Docu ments or when direct commun ications have been specially author ized, 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 Pr ofessional's observations at the site of the work and evaluations of the Contractor's Applications for Payment, the Design Pr ofessional
shall review and certify the amounts due the Contrac tor.
2.6.10 The Design Professional's certification for payment s hall consti tute a representation to the Owner, based on the Design Professional 's obser vations 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 progresse d to the point ind i cated and that the
quality of the Work is in accordance with the Contract Documents. The fore going representations are subject to minor deviations from the Con tract Documents cor -
rectable prior to completion and to specific qualifications expressed by the Design Professional. The issuance of a Certi ficate for Payment shall further constitute a
representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate fo r Payment shall not be a represen tation that
the Design Professional has (1) reviewed construc tion means, methods, techniques, sequen ces or procedures, or (2) ascertained how or for what purpose the Contractor
has used money previously paid on account of the Contract Sum.
2.6.11 The D esign Professional shall have the responsibility and author ity to reject work which does not conform to the Contract Docu ments. Whenever the Design
Professional considers it necessary or advisable for implementation of the intent of the Contract Docu me nts, the Design Professional will have authority to require
addi tional inspection or testing of the work in accordance with the pro visions of the Con tract 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 shal l give rise
to a duty or re sponsi bility of the Design Professional to the Contractor, Subcontractors, material and equipment supp liers, 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 D raw ings, Product Data and
Samples for the purpose of (1) de termining 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 sh all act with such reason able promptness to cause no
delay in the work or in the con struction of the Owner or of sepa rate contractors, while al lowing sufficient time in the Design Professional's professional judg ment 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 dim ensions
and quantities or for substantiating instructions for installation or perfor mance of equipment or systems designed by the Con tractor, all of which remain the
responsibility of the Contrac tor to the extent required by the Contract Documents. The Design Professional's review shall not constitute approval of safe ty precautions
or, unless otherwise specifically stated by the D esign Professional, of con struc tion means, meth ods, 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 c ertification of performance characteristics
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of materials, systems or equipment is required by the Contract Documents, the Design Professional shall be entitled to rely u pon such certification to establish that the
materials, systems or equipment will meet the performa nce criteria required by the Contract Documents.
2.6.13 The Design Professional shall prepare Change Orders and Con struc tion Change Directives, with supporting documentation and data if deemed necessary by
the Design Professional as provided in Subsect ions 3.1.1 and 3.3.3, for the Owner's approval and exe cution in accor dance with the Contract Documents, and may
authorize minor changes in the work not involving an adjustment in the Contract Sum or an extension of the Contract Time whic h are not inconsi stent 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 an d Final Completion, and if
requested by the Owner shall issue Certificate s of Substan tial 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 up on 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 Con tractor under the requirements
of the Contract Documents on w ritten request of either the Owner or Contractor. The Design Professional's response to such requests shall be made with rea sonable
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 Con tract Documents and shall
be in writing or in the form of draw ings. When making such interpretations and initial decisions, the Design Professional shall endeavor to secure faithful p er formance
by both Owner and Contractor, and shall not be liable for results or interpre tations or decisions so rendered in good faith in accor dance with all the provisions of this
Agreement and in the absence of negligence.
2.6.17 The Design Professi onal shall render written decisions within a reasonable time on all claims, disputes or other matters in ques tion between the Owner and
Contractor relating to the exe cution or progress of the work as provided in the Contract Documents.
2.6.18 The Desig n Professional (1) shall render services under the Agree ment 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 pay ment by the Own er 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 pr ints showing all significant changes to the Con struction Documents during
the Construction Phase.
ARTICLE 3 ADDITIONAL SERVICES
3.1 GENERAL
3.1.1 The services described in this Article 3 are not includ ed in Basic Services unless so identified in th e 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 Section s 3.2 and 3.4 shall only be provided if
authorized or confirmed in writi ng by the Owner. If services de scribed 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 a dditional services until it receives written
approval from the Owner to proceed. If the Owner indicates in writing that all or part of such Con tingent 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 Addi tion al 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 Projec t Representatives shall be selected, employed and directed by the Design Professional , and the Design Professional shall be com pensated therefor as
agreed by the Owner and Design Professional .
3.3 CONTINGENT ADDITIONAL SERVICES
3.3.1 M aking material revisions in Drawings, Specifications or other documents when such revisions are:
1. inconsistent with approvals or instructions pre viously given by the Owner, including revi sions made necessary by adjustments in the Owner's
program or Project bud ge t;
2. required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such docu ments, or
3. due to changes required as a result of the Owner's fail ure to render decision in a timely manner.
3.3.2 Providing se rvices required because of significant changes in the Project including, but not limited to, size, qual ity, complexity, or the Owner's schedule, except
for services required under Subsection 2.5.2.
3.3.3 Preparing Drawings, Specifications and other d ocumen ta tion and supporting data, and providing other services in connec tion with Change Orders and
Construction Change Direc tives.
3.3.4 Providing consultation concerning replacement of work damaged by fire or other cause during construction, and fu r nish ing 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 Con tractor, or by failure of performance
of eithe r the Owner or Contractor under the Contract for Construction.
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3.3.6 Providing services in evaluating an extensive number of claims submitted by the Contractor or others in connection with the w ork.
3.3.7 Providing services in connection with a public hear ing, 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 sequen tial bids or providi ng services in connection
with bidding or con struction prior to the completion of the Construc tion Doc uments Phase.
3.3.9 Notwithstanding anything contained in the Agreement, Proposal or these General Conditions to the contrary, all services descr ibed 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 comp ensation 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 ADDITION AL SERVICES
3.4.1 Providing financial feasibility or other special stud ies.
3.4.2 Providing planning surveys, site evaluations or com par a tive studies of prospective sites.
3.4.3 Providing special surveys, environmental studies and sub missions required for approvals of governmental auth orities or others having jurisdiction over the
Project.
3.4.4 Providing services relative to future facilities, sys tems and equipment.
3.4.5 Providing services to investigate existing condi tions or facilit ies or to make measured drawings thereof.
3.4.6 Providing services to verify the accuracy of draw ings or other information furnished by the Owner.
3.4.7 Providing coordination of construction performed by sep arate contractors or by the Owner's own fo rces and coordina tion of services required in connection with
construction per formed 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 operati ng and maintenance costs.
3.4.10 Making investigations, inventories of materials or equip ment, or valuations and detailed appraisals of existing facilities.
3.4.12 Providing assistance in the utilization of equip ment or systems such as testing, adjus ting and balancing, prepara tion of operation and maintenance manuals,
training personnel for operation and maintenance and consultation during opera tion.
3.4.13 Providing interior design and similar services re quired for or in connection with the sele ction, procurement or installa tion 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 archi tectural, civil, structural, mechanical and electrical engineering por tions of the Project provided as a part of
Basic Services.
3.4.16 Providing any othe r services not otherwise included in this Agreement or not customarily furnished in accordance with gen erally accepted architectural
practice.
3.4.17 Preparing a set of reproducible record drawings in addition to those required by Subsection 2.6.19, sho wing significant changes in the work made during con -
struc tion based on marked -up prints, drawings and other data fur nished by the Contrac tor to the Design Professional.
3.4.18 Notwithstanding anything contained in the Agreement, Proposal or these Ge neral 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
Ba sic Services under the Agreement with no additional compensation above and beyond the compensation due the Design Professiona l for the Basic Services. The
intervening or concurrent negligence of the Owner shall not limit the Design Professional’s obligati ons under this Subsection 3.4.18.
ARTICLE 4 OWNER'S RESPONSIBILITIES
4.1 The Owner shall consult with the Design Professional regarding re quirements for the Project, including (1) the Owner's objec tives, (2) schedule and design
constraints and crit eria, in cluding space requirements and relationships, flexibility, expendability, special equipment, systems and site requirements, a s more speci -
fically described in Subsection 2.2.1.
4.2 The Owner shall establish and update an overall budget for the P roject, 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 fulfi ll the Owner's obligations under this
Agreement.
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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 time ly manner p ertaining 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 char acteristics, 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 ap plicable, grades and lines of streets, alleys, pavements and adjoining pr operty and
structures; adjacent drainage; rights -of -way, restrictions, ease ments, 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 avail able utility services and lines, both
public and private, above and below grade, including inverts and depths. All the infor mation on the survey shall be referenced to a project bench mark.
4.6 Where applica ble, 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 t ests, evaluations of hazardous materials, ground corrosion and re -
sisti vi ty tests, including necessary operations for antici pating sub -soil conditions, with reports and appropriate professional recommenda tions.
4.6.1 The Owner shall furnish the servi ces of other consul tants when such services are reasonably required by the scope of the Project and are requested by the Design
Professional and are not re tained 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 test s, tests of hazardous mate rials,
and other laboratory and environmental tests, inspec tions and reports required by law or the Con tract Documents.
4.8 The Owner shall furnish all legal, accounting and insur ance 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 o r 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 Own er's ex pense, a nd the Design
Professional shall be entitled to rely upon the ac cur acy and completeness thereof in the absence of any negli gence 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 Pro ject or nonconformance with
the Contract Documents.
4.11 Design Professional shall propose language for certificates or cer t i fi cations to be requested of the Design Professional or Design Professi onal 's consul tants 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.
ART ICLE 5 CONSTRUCTION COST
5.1 CONSTRUCTION COST DEFINED
5.1.1 The Construction Cost shall be the total cost or esti mated cost to the Owner of all elements of the Project designed or specified by the Design Professional.
5.1.2 The Construction Cost s hall include the cost at cur rent market rates of labor and materials furnished by the Owner and equipment designed, specified, selected or
specially pro vided for by the Design Professional, plus a reasonable allowance for the Contractor's overhead and pr ofit. In addition, a reason able allowance for con -
tingencies shall be included for market condi tions 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 Profes sional and Design Professional's consultants, the costs of the land, rights -of -way,
financing or other costs which are the res ponsi bili ty of the Owner as provided in Article 4.
5.2 RESPONSIBILITY FOR CONSTRUCTION COST
5.2.1 Evaluations of the Owner 's Project budget, pre liminary estimates of Construction Cost and detailed estimates of Con struc tion Cost prepared by the Design
Professional repre sent the Design Professional's best judgment as a design professional familiar with the construction ind ustry. It is recognized, however, that neither
the Design Professional nor the Owner has control over the cost of labor, materials or equipment, over the Con tractor's methods of deter mining bid prices, or over
competitive bidding or market con ditions. Accordingly, the Design Professional cannot and does not war rant or represent that bids or cost proposals will not vary
from the Owner's Pro ject budget or from any estimate of Construction Cost or evalu a tion prepared or agreed to by the Design Profes sional.
5.2.2 No fixed limit of Construction Cost shall be estab lished as a condition of the Agreement by the furnishing, pro posal or establishment of a Project budget, unless
such fixed limit has been agreed upon in writing and signed by the parties t hereto. If such a fixed limit has been established, the Design Professional shall be permit ted
to include contingencies for design, bid ding and price escala tion, to determine what mate rials, equip ment, component systems and types of construc tion are to be
included in the Contract Documents, to make reason able ad just ments in the scope of the Project and to include in the Contract Docu ments alternate bids to adjust the
Construc tion 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 com menced 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 constru ction industry between the date of sub mission
of the Construction Documents to the Owner and the date on which proposa ls are sought.
ARTICLE 6 OWNERSHIP AND USE OF DOCUMENTS
6.1 The Drawings, Specifications and other documents pre pared by the Design Professional for this Project are instruments of the Design Professional 's service and shall
become the property of th e 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 t han are specified in the Agreement, the Design
Professional is released from any and all liability relating to their use in that project
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6.2 Submission or distribution of documents to meet official regulatory requirements or for similar purposes in connection with t he Project is not to be construed as publica tion
in dero gation 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 sub stan tially to perform in ac cordance with the
terms of the Agree ment through no fault of the Design Professional. Owner may terminate the Agreement or any phase thereof with or without cau se upon thirty (30) days
prior written notice to the Design Professional. All work and labor b eing 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 satisfacto rily per form ed 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 b ecome property of the Owner upon termination of the
Agreement and shall be prompt ly delivered to the Owner in a reasonably organized form. Should Owner subsequently contract with a new Design Professional for con tinuation
of services on the Project, Design Professional shall coop erate in providing information.
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 p rior to
notice of such suspension. When the Project is resumed, the Design Professional's compensation shall be equitably adjuste d to provide for expenses incurred in the interruption
and resump tion 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 e vent that the P roject is permanently
abandoned. If the Pro ject is abandoned by the Owner for more than 90 consecutive days, the Design Professional or the Owner may terminate the Agre ement by giving written
notice.
7.4 Failure of the Owner to make payments to the Des ign 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 receip t of a statement for services proper ly and satisfactorily performed, the Design
Professional may, upon seven days written notice to the Owner, suspend performance of services under the Agree ment.
7.6 In the event of termination not the fault of the D esign 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 de fined as the direct sala ries of the Design Professional's personnel engaged on the Project and the portion of the cost of their
mandatory and customary contri butions and benefits related thereto, such as employment taxes and other statutory employee bene fits, insurance, sick leave, holi days,
vacations, pensions and similar contributions and benefits.
8.2 REIMBURSABLE EXPENSES
8.2.1 Reimbursable Expenses are in addition to compensa tion for Basic and Additional Services and include expenses incurred by the Design Professional and
Design Professional's employees and con sultants in the interest of the Project, as identified in the following Clauses.
8.2.1.1 Expense of transportation in connection with the Pro ject; expenses in connection with author ized out -of -town travel; long -distance communications;
and fees paid for secur ing approval of authorities having jurisdiction over the Pro ject.
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 b y 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 ser vices 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 ext ent that the time initially estab lished 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 Con struction 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 a re per formed 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 es timate of Construction Cost or detai led
estimate of Construction Cost for such portions of the Project.
8.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES
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8.4.1 Payments on account of the Design Professional's Additional Ser vices and for Reimbursable Expenses shall be made monthly within 3 0 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 com pensation on account of penalty, liquidate d 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 Professi onal is responsible.
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.
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 ins urance 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 Liabili ty Insurance with bodily injury limits of not less than $1,000,000 for each occurrence and not less than $2,000,000 in the ag gregate,
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 $100,000 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 Automo bile 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 cancel ed 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 insuranc e 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 them selves, their partners, successors, assigns and legal represen tatives to the other party to this Agreement and to
the partners, suc cessors, 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 P roposal, these General Conditions and other attachments referenced in Section 3 of the
Agreement which together represent the entire and integrated agree ment 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 attachm ents 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 confl ict so that they can not be reasonably harmonized,
such d ocuments 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 Agree ment shall create a con tractual 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 inclu de representations of the design of the Project, including photographs
of the exte rior and interior, among the Design Professional’s promotional and professional materials. The Design Professional's materia ls shall not include the Owner's
confidential or proprietary information if the Owner has previously advised the Design Professional in writing of the specific infor ma tion con sidered by the Owner to be confi -
dential or proprietary. The Owner shall provide professional credit for the Design Professio nal on the con struc tion 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,
s ubcontractors, 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 Design Pr ofessional, its employees, subcontractors, agents, and consultants.
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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, unless oth erwise specified herein.
All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within t hree (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 remai nder 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.
1 1.9 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 perf orming the Services required hereunder, the Design Professional shall not discriminate against any person on the basis of rac e, color, religion, sex,
national origin or ancestry, age, or physical handicap.
11.11 The captions of the Agreement are for info rmational purposes only, and shall not in any way affect the substantive terms or conditions of the Agreement.
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Basic Services FEE Ruddell Street
1)Project Meetings/Exhibits $15,395.00
2)Schematics - Estimates (30%)$57,910.00
3)Construction Plans (60%, 90%, 100%)$180,270.00
4)Traffic Control $20,985.00
5)Utility Coordination $8,480.00
6)Quality Assurance/Quality Control $4,500.00
7)Bidding/Construction Administration $35,905.00
TOTAL BASIC
SERVICES $323,445.00
Summary of Engineering Fees
Ruddell Street
Exhibit 2, Attachment A
January 2016
Page 1 of 2
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Additional Services FEE Ruddell Street
1)Design Surveying $30,705.00
2)Traffic Signal Design $20,350.00
3)Geotechnical Analysis for Design $13,953.50
4)Right-of-Way (Strip Maps Only) (11 Sheets)$24,115.00
5)Additional Services Contract Administration $49,400.00
6)Geotechnical Materials and Construction Testing $55,365.75
7)SUE Pot Holing (Vacuum Truck, Surveying)$4,950.00
TOTAL ADDITIONAL SERVICES $198,839.25
REIMBURSABLE EXPENSES $10,000.00
TOTAL FEES $208,839.25
Exhibit 2, Attachment A
January 2016
Ruddell Street
Summary of Engineering Fees
Page 2 of 2
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