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Exposition Site & Community Event Parking-6162-Award/Ordinance/Pricingit DENTON City of Denton Contract # 6162 Professional Services for the Design of the City of Denton Exposition Site and Community Event Parking CONTRACT #6162 PROFESSIONAL SERVICES AGREEMENT FOR ARCHITECT OR ENGINEER THIS AGREEMENT is made and entered into as of the 18th day of April, 2016, 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 Pacheco Koch, LLC, with its corporate office at 6100 Western Place, Suite 1001, Fort Worth, Texas 76107, hereinafter called "Design Professional," acting herein, 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 landscape 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 this Agreement that are referenced in Section 3, in connection with the Project. The Project shall include, without limitation, professional architectural services in support of the design for the City of Denton Exposition Site and Community Event Parking design. The project shall be completed in five (5) separate phases: Phase 1 — Information Gathering and Schematic Design, Phase 2 — Design Development, Phase 3 — Construction Documents, Phase 4 — Bidding and Negotiations, and Phase 5 — Construction Administration. Phase I — Information Gathering and Schematic Design, shall include the following: 1. Coordination of City review and approval of plans prepared as part of this item. Up to four (4) team design meetings (including public meetings) to coordinate hard surface design elements and associated landscape planting elements. Hard surface elements will include multi -use performance and market area, recycling and solid waste enclosure, porta potty enclosure, pedestrian paving, vehicular paving, selection and location of ornamental light fixtures, pedestrian hand rails, exterior stairs and ramps, site furniture, fencing, mow curbs, shade structures and seat walWretaining walls less than 36" in height, signage for way finding and identity. Landscape planting elements typically include ornamental plantings, site shade trees, turf, mulches and associated items. 2. Schematic Design: Three (3) schematic design options submitted for Owner review and coordination with the intent of demonstrating a minimum of 80 parking spaces with area to accommodate 4-6 food trucks. Market and performance areas, one (1) acre of green space with the ability to handle heavy foot traffic. Precedent imagery, critical sections, elevations and three dimensional aspects of each design as necessary to demonstrate design intent shall be included. Following Owner review, one (1) revision of the selected Schematic Design to incorporate Owner comments. 3. Opinions of probable construction cost will be provided with each option. Page I Deliverables D1.Schematic Design Brief shall consist of a full color 8.5" X 11" multi -page document that includes the presentation of each schematic design option, precedent imagery, and opinion of probable construction cost. D2. PDF version of the same full color high resolution design brief. Estimated completion time: 30 days Phase 2 — Design Development, shall include the following: I. SITE PLAN PREPARATION: Based on an approved Site Plan provided by the Owner, the Design Professional will prepare Preliminary and Final Site Plan for the referenced site in conformance with City requirements. Included in this item: a. Coordination of City review and approval of plan prepared as part of this item. b. One (1) revision to the plan to reflect site plan changes as a result of Owner comments. If original submittal does not satisfy city codes and ordinances no additional charges will be made to achieve compliance. Additional changes beyond code and ordinance compliance will be made on an hourly rate basis. c. Attendance at Planning and Zoning and City Council meetings as required. 2. One (1) full color illustrative site plan 24" X 36". 3. One (1) image board 24" X 36" depicting proposed materials and design theme options based on the Owners selected schematic design option. Deliverables D3. Design Development Package consisting of series of 24" X 36" sheets. D4. Opinion of Probable Construction Cost Estimate. D5. PDF version of the same full color high resolution sheets. Estimated completion time: 30 days. Phase 3 — Construction Documents, shall include the following: Construction Documents: Plans to include layout, grading and detail plans to a level sufficient to demonstrate design intent and allow the construction thereof, including materials and quantity schedules. Technical specifications will be prepared for each critical item in the Landscape Architectural Plans as detailed in the following: DIMENSIONAL CONTROL PLAN: Based on an approved Site Plan provided by the Owner, the Design Professional will prepare a detailed site horizontal Dimensional Control Plan which will define drives, parking spaces, built structures locations, and landscape areas in relation to existing and proposed property boundary lines. This item is meant to be a tool for the Contractor to lay out the site during construction and is not meant to be a "Site Plan" for City review/approval purpose. It is our understanding that either The Design Professional will provide sufficient surveying services to define the site boundaries, or the site boundary information will be provided by Owner. Included in this item: a. Coordination of City review and approval of plans prepared as part of this item. b. One (1) revision to the plan to reflect site plan changes as a result of Owner comments. If Page 2 original submittal does not satisfy city codes and ordinances no additional charges will be made to achieve compliance. Additional changes beyond code and ordinance compliance will be made on an hourly rate basis. 2. SITE PAVING PLAN.' The Design Professional will prepare construction plans and details for site paving, sidewalks and drive approaches. Paving section designs are to be based on recommendations included in a current Geotechnical Report to be provided by the Owner. Included in this item: a. Coordination of City review and approval of plans prepared as part of this item. b. One (1) revision to the plan to reflect site plan changes as a result of Owner comments. Additional changes will be made on an hourly rate basis. 3. GRADING & DRAINAGE PLAN: The Design Professional will prepare a Grading & Drainage plan for the project. This plan will show existing grades, proposed contours and spot elevations as required, and existing and proposed finished floor elevations. Included in this item: a. Coordination of City review and approval of plans prepared as part of this item. b. One (1) revision to the plan to reflect site plan changes as a result of Owner comments. Additional changes will be made on an hourly rate basis. c. Preparation of a site Drainage Area Map that will define storm water discharges and proposed drainage patterns for the site. d. Design of on-site storm sewer. 4. STORM WATER POLLUTION PREVENTION PLAN: The Design Professional will prepare a Storm Water Pollution Prevention Plan for construction activities in the project area including an Erosion Control Plan, Instructions to the Contractor and Contractor's Checklists. Included in this item: a. Coordination of City review and approval of plans prepared as part of this item. b. One (1) revision to the plan to reflect site plan changes as a result of Owner comments. Additional changes will be made on an hourly rate basis. S. PROJECT COORDINATION: The Design Professional will be available to attend up to three (3) project meetings (including conference calls) and to coordinate with the Owner, members of the Design Team, City Staff, the Contractor, etc. 6. CONSTRUCTION SPECIFICATIONS: For all improvements designed by the Design Professional, standard specifications for construction accepted by the City (i.e. Standard Specifications for Public Works Construction published by the North Central Texas Council of Governments) will be referenced on the drawings with appropriate supplemental information. If requested, the Design Professional can provide separate specifications in standard CSI format for an additional fee. 7. LANDSCAPE PLANTING & IRRIGATION PLANS: The Design Professional will provide a Landscape Planting Plan and Landscape Irrigation plan that consists of selection and location of trees, shrubs and groundcovers with required irrigation. Included in this item. a. Coordination of City review and approval of plans prepared as part of this item. Page 3 b. Planting Plan: One (1) plan submittal for City submittal requirements. c. Irrigation Pian: One (1) plan submittal for City submittal requirements. d. Coordination with the Engineer in relation to required sleeves for irrigation lines and locations of trees in relation to site utilities. e. Coordination with the Civil Engineer to connect landscape drainage structures and features into the overall site drainage plan. f Coordination with the Owner in relation to the enhancements at entryways in relation to material, grades and amenities. g. Coordination with Structural Engineer related to shade structures and footings, if required. 8. TASITDLR Coordination: The Design Professional will prepare coordinate with the proper Texas Department of Licensing and Regulation (TDLR) authorities and plan reviewer in order to have the Oak Street Extension plans and construction be reviewed in accordance with the Texas Accessibility Standards (TAS); particularly, the Architectural Barriers Act. Included in this item: a. One (1) revision to the sidewalk and crosswalk plans and comment resolution of the Registered Accessibility Specialist (RAS). Additional changes will be made on an hourly rate basis. b. Coordination of TDLR/R AS review and approval of plans prepared as part of this item. With the following deliverables: D6. 60 % Progress Set D7: 90 % Progress Set D8, Construction Cost Estimate D9, Construction Set Estimated completion time: 30 days. Phase 4 — Bidding and Negotiations: To be provided by owner. Phase 5 — Construction Administration shall include the following: CONSTRUCTION ADMINISTRATION: The Design Professional will provide limited Construction Administration services related to the work shown on the construction plans for the Exposition Site and Community Event Parking Lot. A representative will process shop drawings and product submittals, respond to RFI's, and issue supplemental instructions if required related to the work shown on the Landscape Architecture, Planting and Irrigation Plans. Submittals not required by the contract documents or not related to landscape improvements will not be reviewed. At the Owner's request, a representative will attend up to 8 (eight) project coordination meetings (including conference calls) during construction. Meetings could include: a. Pre -Bid Conference — one(1) b. Pre -Construction Conference--one(1) c. Construction Progress Meetings on site — 3(three) d. Substantial Completion Walk -Through e. Final Completion Walk -Through Page 4 f Visits to the construction -site to monitor progress of the construction and to check for general compliance with the construction documents The Design Professional will visit the site at critical junctures during the course of site construction up to five (5) times. Recommended times for site visits are as follows: a. Paving mockups and site formwork/reinforcing. b. Testing of the irrigation main line and landscape drainage structures. c. Upon completion of soil preparation and finish grade, after plant material has been laid out, but prior to actual planting. d. Substantial Completion Walk -Through e. Final Completion Walk -Through. f Other visits to the construction site at the request of the Owner to monitor progress of the construction and to check for general compliance with the construction documents can be provided at hourly rates. This shall not be construed as performing continuous construction inspection. Please note the following: a. The Design Professional shall not at any time supervise or have authority over any Contractor work or jobsite management procedures, nor shall the Design Professional have authority over or be responsible for the means and methods, or procedures of construction selected or used by the Contractor. b. The Design Professional neither guarantees the performance of the Contractor nor assumes responsibility for the Contractor's failure to furnish and perform the Work in accordance with the Contract Documents. c. The Design Professional shall not provide or have any responsibility for surety bonding or insurance -related advice, recommendations, counseling, or research, or enforcement of construction insurance or surety bonding requirements. d. The Design Professional shall not be responsible for the acts or omissions of the Contractor or for any decision or interpretation of the Contract Documents made by the Contractor. e. While at the Site, the Design Professional's employees and representatives shall comply with the specific applicable requirements of the Contractor's and Owner's safety programs of which the Design Professional has been informed in writing. 2. RECORD DRAWINGS: Based on project construction records, maintained and provided by the Contractor, Pacheco Koch will prepare final Record Drawings of the referenced project in conformance with City requirements. These drawings will rely solely on the information provided by the Contractor. Field verification of actual construction is not included in this item. In the event the Contractor claims no changes were made to the plans during construction, Contractor will provide a letter on their letterhead positively stating that all construction was done per the construction documents. Scope of Work Provided by the Owner 1. Topographical and Boundary surveys 2. Geotechnical Investigation and Report 3. Construction Observation and Materials Testing Page 5 Special Services (as requested) SURVEY BOUNDARY & TOPOGRAPHIC BASE INFORMATION: The Design Professional will perform an on the ground survey of the property under the direct supervision of a Registered Professional Land Surveyor. The survey will be prepared in order to obtain information required by the Design Professional in the preparation of the civil engineering plans associated with the development of the site. The Design Professional will not perform an abstract of title on the subject tract but instead will rely on a current commitment for title insurance to be provided by the client. A stearate survey document will not be prepared. Included in this item: a. Location of permanent improvements on, and immediately adjacent to, the site. b. Spot elevations on a 50 -foot grid. c. Contours on one foot intervals. d. Top of curb and gutter elevations for paving on, and adjacent to, the site. e. Locations, common name and trunk diameter of trees over six (6) -inches in caliper or the outline of heavily wooded areas. f. Location of visible utilities and appurtenances. g. Location and sizes of underground utilities based on available record information. h. Pacheco Koch will graphically plot, if any, the Special Flood Hazard Area from the Flood Insurance Rate Map (FIRM), published by Federal Emergency Management Agency (FEMA), for this area. STRUCTURAL DESIGN: CONSULTANT will contract with a sub -consultant to design the structural components and foundation for the stage, monumentation, and other associated vertical design elements over 36' in height as required. 3. MECHANICAL AND ELECTRICAL DESIGN: CONSULTANT will contract with a sub -consultant to design the electrical and lighting components associated the food trucks, bathrooms, stage, and other associated design elements as required. Items Outside of Scope of Work or Requiring Additional Services 1. Geotechnical investigation 2. Environmental investigation 3. Wetlands determination and permitting 4. Boundary surveying 5. Preliminary and final platting 6. Construction staking 7. Design of Public Infrastructure Improvements 8. TxDOT Coordination 9. Traffic Impact Analysis 10. Water or Sanitary Sewer System Analysis 11. Drainage Study 12. Profiles for public and private systems 13. Design of storm water detention facilities 14. Design of any off-site storm sewer or drainage improvements not described above 15. Design of any underfloor drainage systems or grading, and the design of French drain systems around the building perimeters Page 6 16. Review and determination of any listed endangered or threatened species or designated critical habitats in the project area 17. Monitoring of contract activities during construction 18. Assistance to the Owner and to the Contractor in filing the required Notice of Intent (NOI) and the Notice of Termination (NOT) form for the proposed construction activities 19. Species name of trees 20. Trees less than six (6) -inches in diameter 21. Tree locations and identification in heavily wooded areas 22. Subsurface utility engineering services 23. Parking spaces in parking garages 24. Bidding & Negotiation services Page 7 SECTION 2 COMPENSATION The Owner shall compensate the Design Professional as follows: 2.1 BASIC SERVICES 1.1.1. PHASE i - For Basic Services the total compensation shall be $10,750.00 1.1.2 PHASE 2 - For Basic Services the total compensation shall be $15,800.00 1.1.3 PHASE 3 - For Basic Services the total compensation shall be $24,000.00 1.1.4 PHASE 4 — To be provided by the owner $ 0 1.1.5 PHASE 5 - For Basic Services the total compensation shall be $12.250.00 1.1.6 REIMBURSABLE EXPENSES — shall not exceed $ 6,000.00 Total Basic Project costs— $68,800.00 SPECIAL SERVICES Structural Design shall be S 9.000.00 Mechanical and Electrical Design shall be $ 9,000.00 Total Special Services costs — $18.000.00 TOTAL SERVICE COSTS — NOT TO EXCEED: $ 86,800.00 Progress payments for Basic Services shall be paid upon satisfactorily completion of tasks for the Project. 2.2 ADDITIONAL SERVICES 2.2.1 Compensation for Additional Services is as stated in Exhibit B. 2.2.2 Compensation for Additional Services of outside consultants, including additional engineering services shall be negotiated prior to delivery of the actual service. 2.3 REIMBURSABLE EXPENSES- Reimbursable Expenses are 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: Direct expenses for services such as printing, express mail, fees, mileage and other direct expenses that are incurred during the progress of the project will be billed at 1.1 times the CONSULTANT'S cost with a Not to Exceed amount of a total of $6,000 as defined in SECTION 8.2 REIMBURSABLE EXPENSES of the general conditions without the prior written approval of the Owner. am. SECTION 3 ENTIRE AGREEMENT This Agreement includes this executed agreement and the following documents all of which are attached hereto and made a part hereof by reference as if fully set forth herein: 1. City of Denton General Conditions to Agreement for Architectural or Engineering Services. 2. Attachment A -The Design Professional's Proposal, Project Schedule, and Pricing Attachments B – Awarded Contractor's documentation, including W-9 form, and Conflict of Interest documentation. 4. Attachment C – Awarded Contractor's certificate of insurance documentation. This Agreement is signed by the parties hereto effective as of the date first above written. ATTEST: to ATTEST: JENNIFER WALTERS, CITY SECRETARY : APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY PACHECO KOCH, LLC FORT WORTH, TEXAS BY: ��Q BRIAN D. O' IL, PE, CFM, PRINCIPAL R111AZ-7155 —TT PHONE NUMBER b ,Qt26 1149 Pj4Ge . c E-MAIL ADDRESS CITY OF DENTON, TEXAS A Texas Municipal Co oratio By: GEO GE C. CAMPB LL CITY MANAGER Page 9 CITY OF DENTON- GENERAL CONDITIONS TO AGREEMENT FOR ARCHITECTURAL OR ENGINEERING SERVICES ARTICLE I. 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) perfomted 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 mid 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 create mid 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, meehmrical and electrical engineering services and any other engineering services necessary to produce a complete and accurate setof 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 terns of the other, subject to the limitations set forth in Subsection 52.1. 2.23 The Design Professional shall review with the Owner alternative approaches to design and construction of die 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 orprojem 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 to the best of his/her information, knowledge and belief, that the Documents and specifications will be sufficient and adequate to fulfill the purposes of the Project. 23.2 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 or Drawings and Specifications setting forth in detail requirements for the construction of the Project, which shall comply with current and 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 to= 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 die approval of governmental authorities havingjurisdiction over the Project. 23 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 Page 10 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. 25.2 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 constmction 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 ofthe 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 Constriction by the North Central Texas Council of Governments, current as ofthe 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 ofthe 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 collection, or warranty period described in the Contract for Construction. The Design Professional shall have authority to net 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 constmction 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 general 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 ofthe work, and shall exercise the Degree of Care and diligence in discovering and promptly reporting to the Owner my observable defects or deficiencies in the work of Contractor or any subconh actors. The Design Professional represents that he will follow Degree of Care in perfuming all Services under the Agreement. Tire 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, aecep- twice, use of or payment for all or any pan 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 choose 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. 2.69 Based on the Design Professional's observations at the site of die work and evaluations of the Contracks's Applications for Payment, the Design Professional shall review and certify the amounts due the Contractor. 2.6.111 The Design Professional's certification for payment shall constitute a representation to lie owner, based can time Design Professional's observations at the site as provided in Subsection 2.6.5 and on the data comprising the Contractors Application fife Payment, that to the best of his information, knowledge and belief, the work has progressed to the point indicated and that the quality of the Work is in general accordance with the Contmct Documents. The foregoing representations are subject to minor deviations dom the Contract Documents correctable 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 and in general (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. 'Che 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, ail 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 constmction 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 Page 11 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 perfamtance 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 33.3, for the Owner's approval and execution in accordance 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 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 an 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 ofthis 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 shah 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 33 CONTINGENT ADDITIONAL SERVICES 33.1 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 Owners 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. 33.2 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. 3.33 Preparing Drawings, Specifications and other documentation and supporting data, and providing other services in connection with Change Orders and Construction Change Directives. 33.4 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. 33.5 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. Page 12 33.6 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. 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 m a part ofthe 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 concun'ent 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. 3.4A Providing services relative to fitmre 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 famished by the Owner. 3A.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 had 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, atter 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, strermal, mechanical and electrical engineering portions of the Pmject provided is a part of Basic Services. 3.416 Providing any other services not otherwise included in this Agreement or not customarily famished in accordance with generally accepted architectural practice. 3A.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 ofthe 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 OWNER'S RESPONSIBILITIES 4.1 The Owner shall consult with the Design Professional regarding requirements far the Project, including (I) the Owner's objectives, (2) schedule and design constraints and criteria, including space requirements and relationships, flexibility, expendability, special equipment, systems mid 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 famish 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. Page 13 4.5 Where applicable, the Ownershall famish 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. 4.6 Where applicable, the Owner shall famish 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 Amish the services of other consultants when such services we 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 famished 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 pail 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 ceniFicules 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 request certifications that would require knowledge or services beyond the scope of the Agreement. ARTICLE 5 CONSTRUCTION COST 5A 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 inthe 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. ' 53 RESPONSIBILITY FOR CONSTRUCTION COST 53.1 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 bestjudgmcnt 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 die 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 sdch 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 [he 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 my 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. Page 14 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. 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- perfrnmance 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. ARTICLES 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 employmment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions and similar contributions and benefits. 8.2 REIMBURSABLE EXPENSES 8.11 Reimbursable Expenses we 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 havingjurisdiction overthe Project. 8.2.11 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. 8.2.15 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 shah 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. 8R 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, liquidated 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. Page 15 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 incurred by the Owner, and including, without limitation, damages for bodily and personal injury, death and property damage, to the extent 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 tiled 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 successor 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 the 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 $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 compliance 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 that 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 Professional shall, prior to the effective date of the change or cancellation, fhmish Owner with substitute certificates of insurance meeting the requirements ofthis 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 cruise 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 parry 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. 113 The tern 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 mal. 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 sow 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: I The executed Agreement 2. Attachments referenced in Section 3 of the Agreement other than the Proposal 3, These General Provisions 4, The Proposal 1.1.4 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 Professional, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; not 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 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, unless otherwise specified herein. All notices shall be deemed efL'eotive upon receipt by the party to whom such notice is given, or within three (3) days after mailing. Page 16 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 current and applicable federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now read orhereinafter 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 anyway affect the substantive terms or conditions of the Agreement Page 17 Contract # 6162 Terms and Conditions 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 rlte 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 toy 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 maybe 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 Owners 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. 2.23 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. 23 DESIGN DEVELOPMENT PHASE 23.1 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 to the best of his/her information, knowledge and belief, that the Documents and specifications will be sufficient and adequate to fulfill the purposes of the Project. 23.2 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 DOCUMEN TS 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 current and applicable laws, statutes, ordinances, codes and regulations. 2A.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. 2.43 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 Owners responsibility for filing documents required for the approval of govemmental authorities having jurisdiction over the Project. 2.5 CONSTRUCTION CONTRACT PROCUREMENT 25.1 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 Page 10 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 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 OR 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 tie Owner of the final Certificate for Payment, unless extended under the terns 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 professionalss 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 data of the Agreement, unless otherwise provided in the Agreement. 2.63 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. 2.6A 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 fantliar with the progress and quality of line work completed and to determine if the work is being performed in a manner indicating that the work when completed will be in general 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 fumished by the Design Professional at no cost to the Owner. The Owner's approval, accep- tance, 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 specialty authorized, the Owner and Contractor shall communicate through tie 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 2.65 and on the data comprising the Contractor's Application for Payment, that to the best of his information, knowledge and belief, the work has progressed to the point indicated and that the quality of the Work is in general accordance with the Contract Documents. The foregoing representations are subject to minor deviations from the Contract Documents correctable 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 wnount 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 Protessional 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 trade 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 Contractors submittals such as Shop Drawings, Product Data and Samples for the purpose of and in general (1) determining compliance with applicable laws, statues, 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 Page 11 characteristics of materials, systems or equipment is required by die 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 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 shalt 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 die 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 die fora' 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 die 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 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 PRO.IECP REPRESENTATION BEYOND BASIC SERVICES 3.2.1 If more extensive representation at the site than is described in Subsection 2,65 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, emploved and directed by the Design Professional, and the Design Professional shall be compensated therefor as agreed by the Owner and Design Professional. 33 CONTINGENT ADDITIONAL SERVICES 33.1 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 Ute 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. 33.2 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. 333 Preparing Drawings, Specifications and other documentation and supporting data, and providing other services in connection with Change Orders and Construction Change Directives. 33.4 Providing consultation concerning replacement of work damaged by fire or other cause during construction, mid 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. Page 12 33.6 Providing services in evaluating an extensive number of claims submitted by the Contractor or others in connection with the work. 33.7 Providing services in connection with a public bearing; arbitration proceeding or legal proceeding except where the Design Professional is party thereto. 33.8 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. 33.9 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 Professionai 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. 3.43 Providing special surveys, environmental studies and submissions required for approvals of governmental authorities or others having jurisdiction over the Project 3AA 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 3A.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 Owners 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 fumhuw, 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 setices 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 fumished by the Contractor to the Design Professional. 3.4.18 Nohvithstanding 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 actor omission of the Design Professional shall be performed by the Design Professional as apart 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 Owners 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 12. 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. 43 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. 4A 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. Page 13 4.5 Where applicable, the Owner shall fumish 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 stmetures; 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. 4.6 Where applicable, the Owner shall famish 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 famish 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 famish 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 famish 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 Connector'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 famished 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 die 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 Concoction Cost shall include the cost at current market rates of labor and materials famished 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 lbrmarket conditions at the time of bidding and for changes in the work during construction. 5.13 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 Ownet'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 vay from the Owner's Project budget or from any estimate of Constriction Cost or evaluation prepared or agreed to by the Design Professional. 5.22 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. 5.23 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 we 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 anv 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. Page 14 ARTICLE 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 pians, 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 forth. Should Owner subsequently contract with a new Design Professional for continuation of services on the Project, Design Professional shall cooperate 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 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. 73 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. 7A 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 die 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 SJ 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 die interest of the Project, as identified in the following Clauses. 8.2.t.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 havingjurisdiction 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.L6 Other expenses that are approved in advance in writing by the Owner. 83 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. 83.2 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. 833 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 ate performed on those portions, in accordance with the schedule set forth in Section 2 of the Agreement based on (1) the lowest bans 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 die 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, liquidated 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. Page 15 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 incurred by the Owner, and including, without limitation, damages for bodily and personal injury, death and property damage, to the extent 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 insurance with an insurance company licensed or authorized 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: 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 the 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 $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 compliance 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 that 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 Professional shall, prior to the effective date of the change or cancellation, famish Owner with substitute certificates of insurance meeting the requirements of this Article 10. ARTICLEII MISCELLANEOUS PROVISIONS 11.1 The Agreement shall be governed by the laws of the State of Texas. Venue of arty suitor 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. 113 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 mad 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 of 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 Professional, 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 Design 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 panics by depositing same in the United States mail to the address shown below signature block on the Agreement, certified mail, return receipt requested, unless otherwise specified herein. All notices shall be deemed effective upon receipt by the party to whom snob notice is given, or within three (3) days after mailing. Page 16 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 current and applicable federal, state, and local laws, rules, regulations, and ordinances applicable to 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 Page 17 Contract # 6162 Insurance Documents AE'ORht CERTIFICATE OF LIABILITY INSURANCE DATE (MMI ON"Y) 1 3/30/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS AMEND, EXTEND AFFORDED BY POLICIES CERTIFICAER THE DOES NOT OR CONSTITUTE A CONTRACTTBETWEENOTHERAGE AUTHORZED Of INSURANCE DOES NIOTLY ISSUING INSURER(S)T HIS CERTIFIICATEFIRMATIVELY BELOW. TTE REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the poiicy(iies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAME: Joe A Bryant _ ��_-- 7FAX MCLaughlin Brunson Insurance Agency, LLP PHONE .(2141.503_68$9 _ (214! 503-1212 I WC•Na1e__ _ 12801 North Central Expressway E#rM1 lE4s Suite 1710 --— Dallas TX 75243 INSUftER(S)AFFORDING COVERAGE _ _ NAIL X _ INSURER A_XL-B�teCi9ltY_lno rance INSURED $ Pacheco Koch Consulting Engineers, Inc. INSURERC: 7557 Rambler Road IN$URERD: Suite 1400 INSURER E: Dallas TX 75231 -'-----"--'—--'`----�y _PERSONAL GENERAL AGGREGATE NSURER F crnu An"Inco. COVERAGES ....... - HAVE BEEN ISSUED TO THE INSURED -- - NAMED ABOVE FOR THE POLICY PERIOD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.ADM 215 East McKinney Street _ _... _ p-eLiGY ETF POLICY EXP SM LIMn3 LTR TYPE OF INSURANCE POLICY NUMBER YM CORPORATION All ri his reserved GENERAL LIABUITY EACH OCCURRENCE 3 COMMERCIAL GENERAL LABILITY mzurrann� $ MEDEXP IAny one pmeon) $_ CLAIMS -MADE L_IOCCUR &ADV INJURY S _PERSONAL GENERAL AGGREGATE $ PRODUS-COMPfOP AGG CT $ GEN'L AGGREGATE LIMIT APPLIES PER $ POLICY P'ERRa LOG C MEWED I EL1M. AUTOMOBILE LIABILITY BODILY INJURY (Per person) $ ANY AUTO ALL OWNED SCHEDULED BODILY INJURY (Per acadent) $ AUTOS __ _ AUTOS pE`itTY OAMAGf $ NON -OWNED PL gr e;oMp _ HIRED AUTOS _ _ AUTOS $ UMBRELLA LIAR_ OCCUR EACH OCCURRENCE $ EXCESS /JAS _CLAIMS -MADE AGGREGATE $ DED RETENTIONS WCSTATU- OTH- WORKERSCOMPENBAnON _.,70}3YLUSR — AND EMPLOYERS' LABILITY YIN EL EACH ACCIDENT ANY PROPRIETOR,PARTNERIEXECUTIVE OFFICEPoMEMSER EXCLUDED? NIA EL DISEASE_ EA EMPLOYEE S (Mandatory In NH) If yes, describe UMer E.L. DISEASE. POLICY LIMIT 3 DESCRIPTION OF OPERATIONS below A Professional Liability y DPR9727233 8/27/2015 8/27/2016 Per Claim $ 1,000,000 Annual Aggregate $ 4,000,000 OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, AddIUM&I Remarks Schedule, if more apaee le required) DESCRIPTION The claims made professional liability coverage is the total aggregate limit for all claims within the policy period and is subject to a deductible. 30 Days Notice of Cancellation presented in favor of the certificate holder on all policies.A waiver of subrogation Se Shown in favor of the certificate holder on all policies as required by contract. RE: Project Name: Design of the Central Eire Parking Lot CERTIFICATE nVLUEK --- — SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Denton AUTHORIZED REPRESENTATIVE 215 East McKinney Street Denton TX 76201 CORPORATION All ri his reserved 1988-2010 ACORD 9 ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD Page 1 of 1 DATMMIDDITODO CERTIFICATE OF LIABILITY INSURANCE o3/3E,'/2 0 16 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIE BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may requite an endorsement. A statement on this certificate does not confer rights to t he rsh Sponsored Programs divisicn of Marsh USA, Inc. Box 14404 s Moines IA 50306 Co Koch Consulting Engineers, Inc. Rambler Road, Suite 14CO s, TX 75231-2398 acecc.11entrequest@marsh. com surance Company Lt0 surance Company 0 cident S Indemnity Cc eX:aanU ci COVERAGES Cemll"E]Alt NUMOMM ----'- BELOW HAVE BEEN ISSUED TO THE INSURED -- - NAMED ABOVE FOR THE POLICY PERIO THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TER MS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. n nneOlYOATl1M All elnhke rxnnmtl YNBR AD 9UBR _—�_-___...._._—.._._.., pOUCY EFF POLICY EXP LMITS LTRTYPE OF INSURANCE POLICY NUMBER 1r 000, 000 A GENERAL LIABILITY Y Y 84SBWUH8968 OSP i.I?ni: 0511.1/20lu EACH OCCURRENCE__ Ji __ Prof. Linn. Exci. 1, 000,000 X OOMM6i0U6 GENERAL LIABILITY i fEa culrence Iqg i0, G00 OLAIMS-MADE OCCUR - MEO EXP (Anv o`+a peroon) $ PERSONALSADVINJURV_ 5 1,000,000. w. ' AGGREGATE S 2, 000,000 -GENERAL - GOMPtOP AGG 8^r 001 000 GEN'L AGGREGATE LIMIT APPLIES PER _PRODUCTS _.__ POUOY X PRO, i__�' LOG RStlli2915 05/1112016 CEOAMBBJED NGUE LI T $ 1 0 0 000 C AUTOMOBILE LIABILITY Y Y 84UEGKC9955 BODILY INJURY (Per parson) $ X ANYAUTO ALL OWNED SCHEDULED ____..._-__.�__..._ BOULY INJURY (Per ecWdanq S PROPERTY DAMAGE $ AUTOS S NON-OWNEDAUTO _IL4I.ssrxuiPaJi.�- HIRED AUTOS AUTOS 8 649BWOH8968 05/1112015 05111/2016 EACH OCCURRENCE $ 10,000.000 A X UMBRELLA LIMA X OCCUR AGGREGATE S 10, 000, 000 EXCESS LUIS CLAIMS -MACE B DED X RETENTION 4. WORKERS COMPlNEATION Y 84WBGBY7989 05111/2015 OS(lll2D16 WC STATU- OTH- X T$)RYIIu[Tc AND EMPLOYER& LIABILITYF YIN E.L EACH ACCIDENT $7 ANY PROFi (gWIpARTNERIE)CGCl1nVr_ i OFFiCF.RIMEMBe EXCLW]E'O7 1 I NIA EL DISEkSE-EAEMPLOYEE$ 1,000,000 iMeMetery in NH) _ IIyW�dae runder EL. DISEASE -POLICY L4MiT $ 1. Ono Ono DESCRIPTION OF OPERATIONS below I 101, erdlUona Remark. $0.dufa, I more .para Ie regelred) DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD RE: Design of the ce t al Fir- Parking Lot. 1 City Denten is intioded as add;tttnal -.nstred on the ab..ee ren fenced .c_1 lea when required by r'ttev ut race. or .Waiver of Sabrogatton is incl d d when c'eq gyred by written contras. 30 day r -'re of Capcpijrtjp,, for the cerrificfto holder per policy endorsement. CERTIFICATE HOLDER SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Denton AUTHORIZED REPRESENTATIVE 215 East McKinney Street Denton, Texas 76201 n nneOlYOATl1M All elnhke rxnnmtl ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD Contract # 6162 Awarded Contractor Documentation Form W'9 (Rev. December 2014) hepadnwrl of the Times Iraaral Revenue Service Request for Taxpayer Identification Number and Certification Glve Form to the requester- Do not send to the IRS. 1 Name las shown on your Income tax wiumi. Nmmm is rmmirod on this One; do mot leave this One blank. Pacheco Koch, LLC N 2 Business rmmdWrrogurdmd enUly nerve, If different from above n 3 Check appropriate box for federal tax classification; check only one of the following seven boxes: 4 Exemptions (codes apply only to Cohen enftliss, not Individuals; see O ❑ lndividuaVsole proprietor or ❑ C Corporation ❑ 5 Corporation ❑ Partnership ❑ TmsVealata Ins rkno mos on page 3): c single -member LLC ► P Exempt payee code (if any) .0 Q Umlted liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) p ingle-ember LLC that Is disregarded, do not check LLC; check the appropriate box In the line above for Note. For a sm Exemption from FATCA Repellingha code (if any) the tax classification of the single -member owner. C� n ) Other lase Msbuclions)► rMM+•ro•emnnfe�.rs.eourwswp.sl -- —__. o ------ 5 Address (numbeq sheet, and apt, or suite ria) Hnnuastnr'a name and address (opflonaQ 7557 Rambler Road, Suite 1400 _.._ - u a City. state, and ZIP code Dallas, TX 75231.2388 7 LIa1 account nurnber(s) time {opimnaf} EMOMR& Bova sk s ruolian aavn names, t•u.r __"_. .... Inter your TIN In the appropriate box 'Rio TIN prowdocf must match the rmnta mi ar firm 1 to avoid SOUaI security nCumber b u.kup withholding For exhviduals, this is generally your soc al security number (SSN) However, for a re c,dens alian. solo proprietor or disregarded enllly, see the Part I mstruchooe on page 3. For olftar mlfdtes, it is your employer Identification number (FII). It you do hot have a number, see How to gat a t— I"IN on page 3, or Note. If the account is in more than one name, see the Instructions for line 1 and the chart on page 4 for L En ioyor Identification number j1 guidelines on whose number to enter. 4 5 -1 - 5 3 1 3 3 I' 6 d Under penalties of perjury, 1 certify that: 1. The number shown on this form is my correct taxpayer Identification number (or i am waiting for a number to be issued to me); and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) ) have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all Interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholtling; and 3. 1 am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form I f any) Indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all Interest and dividends on your tax return. For real estate transactions, Item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than Interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instmchons on page 3. _ Sign Signature of bate L/ fI r 4/ L!?L._.._.- HeYe U.S.penen►jte,- _ General Instructions Section references are to the Inmmei Reverare Code unless otherwise noted. Future developments. Information about developments affecting Form W-9 (such as legislation sanded after we release it) Is at www./m.grojoki Purpose of Form An individual or amity (Form W-9 ranuesmrJ who Ix required fo file a, kdumation return with fire IRS Runt oasis, your Curtis,I tax pays Idontdreauon I number ITIN) which tray by yoto noci;d soeaify number, SSN), individual taxpayer Idaniinemfnn nurntwr Iirok), adopt an luxpaye, id naif casimr numuar (ATIN), or ompkii rtenidwahrnr number (FINI. to ,uprnI on an information tattoo ran a noure pad to ymi, a ama, mko ult rapnnable on an bdermadon mtanw Fxompbks el nlommli robure include, but as, not stilled to, like folbwing. • Form 1099 -INT @Merest earned or paid) • Form 1099 -DIV (dividends, Including those from stocks or mutual funds) • Form 1099-MISC (various types of Income, prizes, awards, or gross proceeds) • Form 1099-8 (stock or mutual fund sales and cenaln other transactions by brokers) • Form 1099.5 (proceeds from real estate transactions) • Form 1099-k (merchant card and third Forty network transactions) e Form 1099 (home mortgage Interest), 1099-E (student loan Interest), 1099-7 (wkron) • Form 1099-C (canceled debt) • front 1099-A (acquisition or abandonment of secured property) Use Form W-9 only It you are a U.S. person (Including a resident alien), to provide your correct TIN. If you do net return FOUR W-9 to the miquostar with a TIN, you might be subject to backup wiffrholdmg. Seo What is backup wnhboldi an page 2. By signing the filled -out form, you: 1. Certify that the TIN you are giving Is correct (or you are waiting for a number to be Issued). 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding It you are a U.S. exempt payee. U applicable, you we also certifying that as a U.S. person, your allocable share of any partnership memo Irom a U.S. trade or businoss is not subject to the withholding tax on foreign partners' share of effectively connected income, and 4. Certify that FATCA code(s) entered an this form (II any) Indicating thin you are exempt from the FATCA reporting, Is correct. See What for FATCA repoding? un page 2 for further attenuation. Cat. No. 10231X Form W-9 (Rev. 12-2014) CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 1441, 50th Leg., Regular Session. This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a person who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the person meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code. A person commits an offense if the person knowingly violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. I Name of person who has a business relationship with local governmental entity. 2 ❑ Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the Th business day after the date the originally filed vestionnaire becomes inoom lete or inaccurate.) 3 1 Name of local government officer with whom filer has an employment or business relationship. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the filer has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the filer of the questionnaire? Yes No B. is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes 7� No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of 10 percent or more? F-1 Yes a No D. Describe each affiliation or business relationship. 4 ❑I have no Conflict of Interest to disclose. 5 Date Signature of persm, CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity_ This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular Session. This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a person who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the person meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code. A person commits an offense if the person knowingly violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. l Name of person who has a business relationship with local governmental entity. Pacheco Koch, LLC Z ❑ Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7" business day atter the date the originally filed questionnaire becomes incom lete or inaccurate.) 3 Name of local government officer with whom filer has an employment or business relationship. None Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the filer has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the filer of the questionnaire? ❑ Yes ❑ No B. Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes ❑ No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of 10 percent or more? ❑ Yes ❑ No D. Describe each affiliation or business relationship. N/A 4 a I have no Conflict of Interest to disclose. 5 1 JUN 16 c;nnan,re neuron doing business with the governmental entity Date