HomeMy WebLinkAbout2007-004ORDINANCE NO. 2007- X 4
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS
AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES
AGREEMENT FOR ARCHITECT OR ENGINEER BY AND BETWEEN THE CITY OF
DENTON, TEXAS AND THE FIRM OF FREESE AND NICHOLS, INC. TO PROVIDE
ENGINEERING SERVICES ASSOCIATED WITH WATER DISTRIBUTION SYSTEM
MASTER PLANNING IN A LUMP -SUM AMOUNT OF $200,000; AUTHORIZING THE
EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, Freese and Nichols, Inc., a professional engineering firm (the "Provider") is
being selected as the most highly qualified entity on the basis of its demonstrated competence
and qualifications to perform the proposed professional services for the city; and
WHEREAS, attached hereto and made a part hereof by reference is a proposed
professional services agreement (the "Contract") by and between the City and the Provider to
perform engineering services associated with the city's Water Distribution System Master
Planning project; and
WHEREAS, the fees under the Contract are fair and reasonable and are consistent with
and not higher than the recommended practices and fees published by the professional
associations applicable to the Provider's profession and such fees do not exceed the maximum, if
any, provided by law; NOW, THEREFORE,
THE CITY COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The findings set forth in the preamble of this Ordinance are incorporated
by reference into the body of this Ordinance as if fully set forth herein.
SECTION 2. The City Council hereby approves the Contract. The City Manager, or his
designee is hereby authorized to execute the Contract on behalf of the City and to carry out the
rights and duties of the City under the Contract; and the City Manager is authorized to expend
funds as specified and required by the Contract. A true and correct copy of said Contract is
attached hereto as Exhibit "A."
SECTION 3. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the day of 12007.
6 Wr
PER1,0KR. McNEILL, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
LOW
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYDER, CITY ATTORNEY
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S:\Our Documents\Ordinances\07\Freese & Nichols-PSA-Master Planning -Water Distribution Syslem.doc
Page 2
PROFESSIONAL SERVICES AGREEMENT
FOR ARCHITECT OR ENGINEER
THIS AGREEMENT is made and entered into as of the day of l
20 Pam% , by and between the City of Denton, Texas, a Texas municipal corporation, with its prin ipal
office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called "Owner"
and Freese and Nichols, Inc., with its corporate office at 4055 International Plaza, Suite 200, Fort Worth,
Texas 76109 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 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,
The City of Denton Water Distribution System Master Plan and Impact Fee Assistance:
➢ WATER DISTRIBUTION SYSTEM MASTER PLAN
Task A: Water Model Development
Task B: Field Testing and Water Model Calibration
Task C: Population and Water Demand Projections for 5-year, 10-year and 25-year
Conditions
Task D: Distribution System Hydraulic Capacity Analysis
Task E: Water System Capital Improvement Plan, Master Plan Report & Model Training
➢ WATER IMPACT FEE ASSISTANCE
Task F: Water Impact Fee Analysis
Task G: Review the City's Internal Water Impact Fee Credit Analysis
Page 1
Design Professional Agreement -Water Master Plan Revised 5-30-02
SECTION 2
COMPENSATION
The Owner shall compensate the Design Professional as follows:
2.1 BASIC SERVICES
2.1.1 For Basic Services for Tasks A-G the total compensation shall be a lump sum amount of
$200,000.
Progress payments for Basic Services shall be paid monthly on a percentage basis for total
compensation for the Basic Services satisfactorily completed at the end of the Project.
2.2 ADDITIONAL SERVICES
2.2.1 Compensation for Additional Services is as follows:
Will be based on the attached schedule of charges.
2.2.2 Compensation for Additional Services of the consultant (FNI), including additional structural,
mechanical and electrical engineering services shall be based on a multiple of 2.02 times the amounts billed
to the Design Professional for such additional services.
2.3 REIMBURSABLE EXPENSES
Reimbursable Expenses shall be a multiple of 1.10 times the expenses incurred by the Design Professional,
the Design Professional's employees and consultants in the interest of the Project as defined in the General
Conditions but not to exceed a total of $14,361 without the prior written approval of the Owner.
Page 2
Design Professional Agreement -Water Master Plan Revised 5-30-02
SECTION 3
ENTIRE AGREEMENT
This Agreement includes this executed agreement and the following documents all of which are attached
hereto and made a part hereof by reference as if fully set forth herein:
I. City of Denton General Conditions to Agreement for Architectural or Engineering Services.
2. The Design Professional's Proposal
3. Attachments SC -I through CO-2.
4. Exhibit B-Schedule
This Agreement is signed by the parties hereto effective as of the date first above written.
ATTEST:
JE R WALTERS, ITYnSEECRETARY
BY: N\4J A,
APPROVED AS TO LEGAL FORM:
ED SNYC�,E$ Cr�TTO Y
BY: /V
WITNESS:
BY:
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Page 3
CITY OF DENTON
BY: G --
GEOR E C. CAMPBELL
CITY MANAGER 14
Freese and Nichols, Inc.
BY: vt
THOMAS HASTER, RE
Principal
Design Professional Agreement -Water Master Plan Revised 5-30-02
ATTACHMENT SC
SCOPE OF SERVICES AND RESPONSIBILITIES OF OWNER
ARTICLE I
BASIC SERVICES: FNI shall render the following professional services in connection with the
development of the Project:
I. TASK SUMMARY
WATER DISTRIBUTION SYSTEM MASTER PLAN
A. Water Model Development
AI. Project Kick -Off Meeting: Freese and Nichols, Inc. (FNI) will meet with the City to review scope,
project team and schedule of the project, and present a data request memorandum. FNI will obtain
input on customer complaints to determine areas of pressure concerns during summer conditions.
FNI will conduct site visits of each pumping station to review number of pumps, size of pumps, and
piping layout.
A2. Data Collection: FNI will compile information from the City including pump station layouts, pump
curves, storage tank facility layouts, recently completed water system improvements, wholesale
customer water meter sizes, wholesale customer water meter locations, and existing wholesale
contracts.
A3. Meet with City Staff to Review Mapping Modifications Needed for Model Development and
Maintenance and for Future GIS Integration Issues: Meet with City to review water system coverage,
updating process, and available attribute data and to discuss modifications needed to support future
model/GIS integration.
A4. Conduct Modifications to GIS Data to Fix Connectivity Problems throughout Selected Water Lines—
FNI will run node connection routines on all selected lines to be modeled and conduct adjustments to
fix all connectivity problems.
A5. Construct All -pipes Water System Model using GIS Data — FNI will construct the water model in
H2OMAP Water software using the updated GIS & as -built drawings of pumping, storage and
control valve facilities. The all -pipes model will consist of all lines that are currently in the GIS plus
recently constructed lines that may not appear in the GIS. The expected size of the model is
approximately 6,000 line segments. Hazen -Williams C-values will be assigned using available pipe
age and material data in addition to data from the previous internally -developed hydraulic model.
A6. Obtain and Evaluate SCADA Data from the City: Obtain SCADA data for the last several years
including two weeks of peak summer usage and two weeks of typical average day usage. SCADA
data will be used for model development, development of diurnal curves and to assist in model
calibration.
AT Review and Evaluate Historical Water Usage Records: Review and evaluate historical water usage
by residential usage and commercial/ industrial over the last 5 years, including the top 20 large water
users and their respective locations to be treated as point loads.
Design Professional Agreement -Winer Master Plan . - FNI
SC-1 OWNER
B. Field Testing and Water Model Calibration
B I. Identify and Map Testing Locations to Conduct Summer Field Pressure Testing: Identify locations
for field testing based on model calibration needs and areas of concern from City. Eight pressure
testing recorders will be furnished by FNI and utilized along with six recorders from the City for a
total of 14 locations. Prepare procedures for field testing showing proposed location of testing,
duration of testing, required SCADA data during testing period, and assistance from utility
department.
B2. Conduct Pressure Testing: Assist and coordinate with City in performing pressure testing. Testing
will consist of recording pressure readings for a one week time period within each pressure plane
along with needed SCADA data during field testing.
B3. Develop and Distribute Existing Demand Data: FNI will utilize data from the City's billing system
database to allocate base year demands to the model by customer class. The data will consist of
address, parcel ID, and metered usage fields for each customer account. The metered billing data
will be geo-coded to street centerline or parcel data and then distributed to the model using Theissen
polygons.
B4. Conduct EPS Model Calibration: FNI will conduct a 24-hour extended period simulation model
calibration by adjusting c-factors, peaking factors, and diurnal curves for domestic and commercial
loads, and demand distribution until modeling results match the field pressure measurements and
pump/tank operation. Calibration results will fall within the following range of tolerances for long
range planning recommended by Calibration Guidelines for Water Distribution System Modeling
(AWWA Engineering Computer Applications Committee, 1999) :
• Pressures: +/- 5 psi for 100% of all readings
• Flows: the greater of +/- 1 mgd or +/- 10%
B5. Develop Technical Memorandum TM-1 — Model Calibration: FNI will prepare a technical
memorandum that documents model construction and calibration.
B6. Meet with City to Review Water Model Calibration Results: FNI will prepare mapping showing
comparison of water pressure testing results and SCADA data vs. model pressure results for water
model calibration and meet with the City to demonstrate results. This meeting will occur at Freese &
Nichols offices in Fort Worth.
C. Population and Water Demand Projections for 5-year, 10-year and 25-year Conditions
Cl. Meet with City to Discuss Future Service Areas Boundaries, Land Use Plan, CCN Issues: FNI will
meet with City staff and utility personnel on future service area boundaries, land use plan, and
discuss path forward on these issues as well as CCN issues as related to developing future water
demand projections.
C2. Develop 5-year, 10-year and 25-year Population and Total Water Demand Projections: Utilizing
historical domestic per capita and commercial per acre water usage and City provided land use
assumptions, FNI will develop updated population projections and project average day, maximum
day, and peak hour demands for 5-year, 10-year and 25-year planning periods for retail customers.
FNI will compile this information with wholesale customer projections to develop total water
demand needs for each of the future planning periods.
Design Professional Agreement -Water Master Plan FNI
SC-2 OWNER
C3. Develop Diurnal Water Usage Curve of the Water System Operation for Maximum Day for Each
Pressure Plane: FNI will utilize the SCADA data and pumping meter records to develop diurnal
curves representing existing 24-hour peak summer water usage patterns within each pressure plane.
C4. Distribute Future 5-vear. 10-vear and 25-vear Water Demands throughout the Citv: Distribute
projected domestic water demands for 5-year, 10-year and 25-year conditions for average day,
maximum day, and peak hour using TSZ population projections, per capita usage, peaking factors
and diurnal curves. Distribute projected commercial water demands using land uses, acreage and
peaking factors. Large water users will be distributed as point loads.
C5. Develop Technical Memorandum TM-2 — Water Demand Projections: FNI will prepare a technical
memorandum that documents the analysis of historical consumption data, and future water demand
projections.
D. Distribution System Hydraulic Capacity Analysis
DI. Perform Modeling of Existing Water System to Identify ydraulic Deficiencies: FNI will conduct
steady state modeling of the existing water system for average day, maximum day and peak hour
operating conditions to determine capacity and deficiencies within the existing water system.
D2. Conduct Fire Flow Analysis: Utilize water system model to conduct fire flow analysis under existing
maximum day demands to identify areas with less than adequate fire flow capacity. Fire flow
analysis will be shown using contour mapping of available fire flows.
D3. Evaluate Pressure Plane Delineation: Analyze existing pressure plane delineation based on modeling
results, field testing data and water supply locations. Identify specific areas with low pressures at
normal operating conditions. Evaluate and recommend modifications to the existing pressure plane
boundaries. FNI will present mapping showing proposed water system pressures throughout City
under new pressure plane boundary alternatives vs. existing pressure plane delineation.
D4. Utilize 25-vear Water Svstem Model to Determine Sizing of Water Svstem Improvements
Determine water system transmission, elevated and ground storage, and pumping facilities needed to
serve 25-year demands throughout each pressure plane service area using the steady state model
analyses under average day, maximum day, and peak hour demand conditions. The minimum line
size for recommended piping improvements will be 12-inches.
D5. Meet with the City to Review 25-year Water System Improvement Alternatives: FNI will meet with
the City to discuss future water system improvement options for 25-year conditions and the proposed
pressure plane boundaries. This meeting will occur at Freese & Nichols offices in Fort Worth.
D6. Utilize Interim 5-year and 10-year Water System Model to Determine Phasing of Water System
Improvements: Use interim 5-year and 10-year steady state model runs to determine phasing of
water system improvements. System improvements will include transmission, storage, pumping and
distribution system related needs. The first five years of the recommended CIP will be phased yearly
and the subsequent years will be phased by planning year (10-year and 25-year).
D7. Utilize the Water System Model to Evaluate System Reliability: FNI will utilize the water model
with proposed improvements to determine system capacity for outage of one of the large pumping
station and large transmission lines. FNI will present reliability modeling results to the City and
Design Professional Agreemern-Water Master Plan FNI
SC-3 OWNER
make adjustments to the proposed system improvements as needed to reduce the water system
vulnerability to system outages.
D8. Perform Operational Verification for 25-year Maximum Day Using EPS Model: FN[ will conduct a
24-hour extended period simulation model run under 25-year maximum day demand conditions to
verify the operational validity of the recommended improvements.
D9. Develop Technical Memorandum TM-4 — Existing System Analysis and Water System
Improvements: FNI will prepare a technical memorandum that documents the analysis of the existing
water distribution system including fire flows and pressure plane delineation and the 5-year, 10-year,
and 25-year modeling analyses and development of phased water system improvements.
E. Water System Capital Improvement Plan, Master Plan Report & Model Training
El. Develop Draft Capital Improvement Plan (CIP) Costs and Project Schedule: Develop costs for each
proposed project in Year 2007 dollars including engineering and contingencies. CIP Scheduling will
be based on the modeling results and include engineering, right-of-way, and construction time
periods.
E2. Develop Draft Comprehensive CIP Mapper: Develop large scale citywide maps on the GIS base
mapping showing proposed projects, costs, and recommended in-service dates of CIP.
E3. Prepare Draft Master Plan Report: Prepare Master Plan Report summarizing water demand
projections, and Capital Improvement Plan along with descriptions of need for individual projects.
Deliver 5 copies of the draft report to City.
E4. Meet with City to Review Draft Capital Improvement Plan and Draft Master Plan Report: Meet with
City to discuss draft CIP and the draft Master Plan Report, project phasing and analyze alternative
completion dates as necessary. This meeting will occur at Freese & Nichols offices in Fort Worth.
E5. Revise Capital Improvement Plan and Master Plan Report to Incorporate City's Comments: FNI will
revised the scheduling of the CIP and resubmit final Capital Improvement Plans and resubmit 20
final hard copies and one electronic copy in PDF format of the Master Plan Report to the City.
E6. Deliver GIS Mapping and Modeling Files to City: After the completion of the final water model,
Freese and Nichols will deliver and install all water modeling files and City purchased modeling
software on the City purchased computer. New or additional software licenses are not included in
this scope, but FNI will provide input to the City on software licensing recommendations in terms of
number of links and number and type of license. FNI will provide the City with a CD of the final
Model Operation Manual as well as the Master Plan Report. FNI will also deliver to the City all GIS
files in a digital format.
ET Conduct Presentation of Capital Improvement Plan: Conduct Presentation of Capital Improvement
Plan fo the Board in a Workshop.
E8. Develop Model Operation Manual: FNI will prepare 3 copies of a model operation manual that
documents model development and model scenario structure. The document will also be used for
training purposes and will include a technical appendix component.
Design Professional Agreement - Water Master Plan FNI
SC-4 OWNER
E9. Conduct Training for Water System Model: FNI will conduct three consecutive days of model
training on the use of the water system model. The training will include providing instructional
material and training in setting up the model, running and modifying the model, and printing results.
WATER IMPACT FEE ASSISTANCE
F. Water Impact Fee Analysis
FI. Determine Water Impact Fee Capacity Analysis for Existing Recently Completed Projects and New
Capital Improvement Projects for 10 year Projected Growth: FNI will utilize water model to analyze
existing recently completed projects for excess eligible capacity and new capital improvement
projects for eligible capacity for impact fee cost recovery for 10 year projected growth.
F2. Calculate Water Costs Eligible for Impact Fee Cost Recovery: FNI will utilize the capacity analysis
and capital project costs to calculate percentage of project cost eligible for impact fee cost recovery.
F3. Provide Impact Fee Calculations to City FNI will provide the calculations and spreadsheets from
Tasks FI through F3 to the City for internal impact fee analysis.
G. Review the City's Internal Water Impact Fee Credit Analysis
Gil. Review the City's Internal Required Credit Analysis under New Impact Fee Regulations: FNI will
provide a review and evaluation of the City's internal required impact fee credit analysis for the
water impact fees (as required by Chapter 395) and prepare a memorandum with comments and
recommendations summarizing the evaluation.
II. SUMMARY OF DELIVERABLES
1. TM-1 —Model Calibration
2. TM-2 - Water Demand Projections
3. TM-3 - Existing System Analysis and Water System Improvements
4. Draft CIP
5. Draft Master Plan Report
6. Final Master Plan Report
7. GIS Mapping and Modeling Files
8. Model Operation Manual
Design Professional Agreement -Water Master Plan FNI
SC-5 OWNER
III. ADDITIONAL SERVICES
1. Water System Operational Assistance: Use the steady-state or EPS model to evaluate varying operational
alternatives.
2. Distribution System Water Quality Evaluation: Utilize EPS model to conduct water age analyses and
correlation to disinfection by-products, chlorine residual, and nitrification.
3. Condition Assessment / Asset Management: Condition assessment of underground and/or above ground
assets using a scoring system based on Pipe Material, Pipe Age, Pipe Size, Pipe Capacity, Pipe
Repair/Break History and location of Critical Customers.
4. Uni-Directional Flushing Program
5. Impact Fee Presentations and Public Hearings
ARTICLE 11
TIME OF COMPLETION: FNI is authorized to commence work on the Project upon execution of this
AGREEMENT and agrees to complete the services in accordance with the attached schedule, Exhibit B.
If FNI's services are delayed through no fault of FNI, FNI shall be entitled to adjust contract schedule
consistent with the number of days of delay. These delays may include but are not limited to delays in
OWNER or regulatory reviews, delays on the flow of information to be provided to FNI, governmental
approvals, etc. These delays may result in an adjustment to compensation as outlined on the face of this
AGREEMENT and in Attachment CO.
ARTICLE III
A. MODIFICATIONS TO THE PROFESSIONAL SERVICES AGREEMENT: The following items
were found to be unacceptable terms of conditions by FNI and shall be modified with the following:
• In the Professional Services Agreement, Section I, Third Sentence — Employment of the Design
Professional, delete the wording "without limitation"
B. MODIFICATIONS TO THE GENERAL CONDITIONS TO AGREEMENT: The following items
were found to be unacceptable terms of conditions for Architectural or Engineering Services by FNI
and shall be modified with the following:
• Article 1.2, Add the following sentence: "The time allotted for the Owner's review periods will
be as agreed to and established in the project schedule"
• Article 2.1, In the first sentence delete the wording: "without limitation"
• Article 2.3, Delete this Article in its entirety
• Article 2.4, Delete this Article in its entirety
• Article 2.5, Delete this Article in its entirety
• Article 2.6, Delete this Article in its entirety
• Article 3.3.9, Delete the last sentence of this Article
• Article 3.4.17, In the first line of the Article, delete the wording: "in addition to those required
by Subsection 2.6.19"
• Article 3.4.18, Delete the last sentence of this Article
• Article 4.10, Add the following sentence: "The Owner shall give written notice to the Design
Professional if the Owner becomes aware of any errors or omissions in the design work."
Design Professional Agreement -Water Master Plan FNI
SC-6 OWNER
• Article 11.3, Delete the priority of the documents listing and replace with the following:
"1. The executed Agreement
2. The Proposal, including Scope of Services and Responsibility of Owner
3. Attachments referenced in Section 3 of the Agreement other than the Proposal
4. These General Provisions"
ARTICLE IV
RESPONSIBILITIES OF OWNER: OWNER shall perform the following in a timely manner so as not to
delay the services of FNI:
A. Designate in writing a person to act as OWNER's representative with respect to the services to be
rendered under this AGREEMENT. Such person shall have contract authority to transmit
instructions, receive information, interpret and define OWNER's policies and decisions with respect
to FNI's services for the Project.
B. Assist FNI by placing at FNI's disposal all available information pertinent to the Project including
previous reports and any other data relative to design or construction of the Project.
C. Examine all studies, reports, sketches, drawings, specifications, proposals and other documents
presented by FNI, obtain advice of an attorney, insurance counselor and other consultants as
OWNER deems appropriate for such examination and render in writing decisions pertaining thereto
within a reasonable time so as not to delay the services of FNI.
D. Furnish, or direct FNI to provide, Additional Services as stipulated in Section III of Article I, Scope
of Services of this AGREEMENT or other services as required.
E. Bear all costs incident to compliance with the requirements of this Article IV.
F. Coordinate the use of and installation of the City's pressure recorders in addition to FNI's pressure
recorders and commit City staff to perform such installation.
G. Provide to FNI the Impact Fee Credit Calculations for review as described in Task G of Attachment
SC.
ARTICLE V
DESIGNATED REPRESENTATIVES: FNI and OWNER designate the following representatives:
Owner's Designated Representative — Tim Fisher, P.E., City of Denton, 901-A Texas Street, Denton, Texas
76209; phone: 940-349-7190; fax: 940-349-7334; email: tsfisher@cityofdenton.com
Owner's Accounting Representative — Annie Bringer, City of Denton, 601 E. Hickory, Suite B, Denton,
Texas 76205; phone: 940-349-8910; fax: 940-349-8951; email: annie.bunger@cityofdenton.com
FNI's Project Manager: Scott Cole, P.E.; 4055 International Plaza, Suite 200, Fort Worth, Texas 76109-
4895; Phone: (817) 735-7255; Fax: (817) 735-7492; E-mail: sac@freese.com
FNI's Accounting Representative: Jana Collier; 4055 International Plaza, Suite 200, Fort Worth, Texas
76109-4895; Phone: (817) 735-7354; Fax: (817) 735-7496; E-mail: jve@freese.com
Design Professional Agreement -Water Master Plan FNI
SC-7 OWNER
COMPENSATION
LUMP SUM WITH ADDITIONAL WORK BASED ON COST TIMES MULTIPLIER
A. Basic and As Authorized Services: Compensation to FNI for the Basic and As Authorized Services
shall be the lump sum of two hundred thousand Dollars ($200,000.00). Task A-$39,614; Task B-
$31,681; Task C-$21,464; Task D-$49,802; 'Task E-$45,219; Task F-$10,450;Task G-$1,770. If FNI
sees the Scope of Services changing so that additional services are needed, including but not limited to
those services described as Additional Services in Attachment SC, FNI will notify OWNER for
OWNER's approval before proceeding. Additional Services shall be computed based on the Schedule of
Charges.
B. Schedule of Charges for Additional Work:
Staff Member
Salary Cost Times Multiplier of 1.96
Resident Representative Salary Cost Times Multiplier of 2.0
Salary Cost is defined as the cost of salaries (including sick leave, vacation, and holiday pay applicable
thereto) plus. unemployment and payroll taxes and contributions for social security, employment
compensation insurance, retirement benefits, medical and other insurance, and other miscellaneous
benefits.
Other Direct Expenses
Actual Cost Times Multiplier of 1.10
Other direct expenses shall include outside printing and reproduction expense, communication expense,
travel, transportation and subsistence away from Fort Worth and other miscellaneous expenses directly
related to the work, including costs of laboratory analysis, test, and other work required to be done by
independent persons other than staff members. For CAD services performed In-house by non-FNI
employees where FNI provides workspace and equipment to perform such services, these services will
be billed at cost times a multiplier of 2.0. This markup approximates the cost to FNI if an FNI employee
was performing the same or similar services.
Rates forIn-houseServices
Computer
$10.00 per hour
Plotter
Bond
Special
Testing Apparatus
Density Meter
Gas Detection
3-10-04 3.2
$ 2.50 per plot
$ 5.00 per plot
$350.00 per month
$ 10.00 per test
Design Professional Agreement -Water Master Plan
Printing
Black and White
$0.10 per copy
Color
$0.50 per copy
Binding
$5.75 per book
FNI
CO -I OWNER
SCHEDULE OF CHARGES
Hourly Rates
POSITION
PRINCIPAL
PROJECT MANAGER
ENGINEER (PE)
GIS
WORD PROCESSING/SECRETARIAL
The ranges and individual salaries will be adjusted annually.
Design Professional Agreement -Water Master Plan
MIN
189
125
93
80
65
FNI
CO-2 OWNER
1 CCEY OF DENTON
GENERAL CONDITIONS
TO
AGREEMENT FOR ARCHITECTURAL OR ENGINEERING SERVICES
ARTICLE I. ARCHITECr OR ENGINEER'S RESPONSIBILITIES
1.1 The Architect or Engineer's services consist of those services for the Project (as defraud in the agreement (the "Agrewent") and proposal (the "Proposal") to which these
General Conditions are attached) performed by the Architect or Engineer (bercinafter 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 wasislentwith the level ofcare 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 ass consistent with the Degree of Care necessaryfor the orderly
y progress of the Project
Upon request of the Owner, We Design Professional shah submit for the Owners approval a schedule for the performance of the Services which may be adjusted as tiw 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 nob except for reasonable cause, be exceeded by the Design Professional or Owner, and any
adjustments to this schedule shall be mutually acceptable to both patties.
ARTICLE 2 SCOPE OF BASIC SERVICES
2.1 BASIC SERVICES DEFINED The Design Professional's Basic Services consist ofthose described in Sections 22 through 2.6 of these General Conditions and include
without limitation normal structural, civil, mechanical and electrical engineering services and any otherengiueeriog services necessary to produce a complete and awmate set of
Construction Documents, as described by and required in Section 24.. The Basic Services may be modified by the Agreement
2.2 SCHEMATIC DESIGN PHASE
2.21 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 Owners program, construction schedule and construction budget requirements, each in
leans oftire 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
2.74 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.
2.25 The Design Professional shall submit to the Owner a preliminary detailed estimn of Construction Cost baud on current area, volume or other unit costs and
which indicates the cost of inch category of work involved in constructing the Project and establishes an elapsed time [actor for the period of time from the
commencement to the completion of construction.
23 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, coda and regulations. Notwithstanding Owners approval of the documents, Design Professional represents that the
Documents and specifications will be sufficient and adequate to fulfil 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.
2A CONSTRUCTION DOCUMENTS PHASE
2A.1 Based on the approved Design Development Documents and my 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 requireme is for the construction of the Project, which shall comply with all applicable laws, statutes, ordinance; coda and mgulatious.
2.4.2 The Design Professional shag assist the Owner in the preparation of the necessary bidding or proauenunt information, bidding or procurement fours, the
Conditions of the contract, and the form ofAgrxment between the Owner and contractor
2.43 The Design Professional shall advise the Owner of my 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 fling documents required for the approval of governmental
authorities having jurisdiction over the Project
2.5 CONSTUCr10NCONTRACT PROCUREMENT
2.5.1 The Design Professional, following the Owners 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 my promrement method that is legally applicable to the Project including without
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limitation, the competitive sailed bidding pi.. s. Although the Owner will consider the advice of the Des . olessiogal, the award of the coast mclion 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
Constriction Costs of the Project submitted by the Design Professional, then the Design Professional, at its sole cost and expense, will revise the Construction
Documents m 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- ADNIIlYLS"l'RAT10N OF THE CONSTRUMON CONTRACT
U.J. The Design Professional's responsibility to provide Basic Services for the Concoction Phase under this Agreementcommenees with the award of the Contract
forConstmetion and terminates at the issuance to the Owner of the final Certificate for Payment, unless extended under the terms of Subsection 8.32.
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 ADA document A201, Cmaeral Conditions of the Contract for Construction, cument 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 Goveimments, current as of the date of 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
agreementofthe Owner and Design Professional.
2.6.4 The Design. Professional shall be a representative of and shall advise and consult with the Owner (1) during construction, and (2) at the Owner's direction from
time to time during the correction, or warranty period described in the Contra for Construction. The Design Professional shall have authority to act on behalf of the
Owner only to the extent provided m the Agreement and these General Conditions, unless otherwise modified by written instrument
US The Design Professional shall observe the cdnstruction site at least one time a week, while construction is in progress, and as reasonably necessary while
construction is not in progress, to become familiar with the progress and quality of the work completed and to determine if the work is being performed in a manner
indicating that the work when completed will be in accordance with the Contra Documents. Design Professional shall provide Owner a written report subsequent to
each on -site visit. On the basis of on -she 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 army
subcontractors. The Design Professional represents that he will follow Degree of Caro in performing all Services underthe Agreement. The Design Professional shall
Promptly correct any defective designs or specifications famished by the Design Professional at no cost to the Owner. The Owner's approval, acceptance, use of or
payment for all or nay 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 rat be responsible for construction means, methods, techniques, sequences or
procedures, or for safety precautions and programs in connection with the work The Design Pmfessional shall not be responsible for the Contractor's schedules or
failure to carry out the work in accordance with the Contract Documents cxcepl 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
otherpersons performing portions of the work
2.6.7 The Design Professional shall at all times have access to the work whenever 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 authorial, 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 Profession'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 coas9hute arepresentation to the Owner, based on the Design Professional's observations at the site as
provided in Subsection 2.6.5 and one the data comprising the Contractor's Application for Payment, that the work has progressed to the point indicated and that the
quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to minor deviations from the Contract Documents cor-
rcctable 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 Ccrificate fro 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 forwhat purpose the Contructor
has used money previously paid on account of the Contract Sum
2.6.11 The Design Professional s6e11 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 Contact 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 ornot 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
perforating 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 (1) determining compliance with applicable laws, statutes, ordinances sad codes; and (2) determining whether or not the work, whca
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 Professionals professional judgment to
permdt adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness ofother 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 ofthe Contactor to the extent required by the Contract Documents. The Design Prolbssional's review shall not constitute approval of safety precautions
or, unles otherwise specifically stated by the Design Professional, of construction means, methods, techniques, sequences or procedures. The Design Pmfessionai's
approval of specific item shall not indicate approval ofan assembly of which the item is a component When professional certification of performance characteristics
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of materials, systems m equipment is reg4 y the Contract Documents, the Design Professional whatI be C cd to rely upon such certification an establish the the
materials, systems or equipment will meet the perfomance 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 Owners 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 am not inconsistent with the intent
ofthe 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 fm 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 Pmfsssional shall interpret and provide recommendations on matters concerning performance of the Owner and Cormaclor under the requiremeuts
Of the Contract Documents on written request of either the Owner "Contractor The Design Professional's response to such requests shall be =de 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 malting such intermetatious and initial decisions, the Design Professional shag endeavor to secure falthfrl 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 ofnegligence.
2.6.17 ,The Design Professional shall render written decisions within a reasonable time an all claims, disputes or other matters in question between the Owner and
Coutraomrmlating to the execution or progress of the work as provided in the Contract Documents,
2.6.18 The Design Professional (1) shag render services order 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 paymeut by the Owner of any fees due, shall not be released from any
rights the Owner rosy 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 fine sets of reproducible prints showing all significant changes to the Construction Documents during
the Construction Phase.
ARTICLE3 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, m addition to the compensation for Basic Services. 'Ire services descnbed under Sections 3.2 and 3.4 shell 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 circatnstances beyond
the Design Professionar's control, the Design Professional shall ratify the Owner in writing and shall not commence snob additional services until it receives written
approval from the Owner to proceed. Ifthe Owner indicates inventing 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.
32 PROJECT REPRESENTATION BEYOND BASIC SERVICES
3.7.1 If mom exoensive mpre marhm at the site than is described in Subsection 2.6.5 is required, the Design Professional shall provide one or mere Project
Representatives to assist in carrying out such additional onsim responsibilities.
3.2.2 Pmject 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 CONTINGFNTADDMONALSERVICES
33.1 Making material revisions in Drawings, Specifications or other documents whm such revisions are:
1. inconsistent with approvals or instructions previously given by the Owner, including revisions made necessary by adjustments in the Owner's
program or Project budget;
2. required by the eoactment or revision ofcodes, laws or regulations subsequent to the preparation ofsuch documents, or
3 due to changes requited as a result of the Owners failum to rendardecision in atimely center.
332 Providing services required because of significant changes in the Project including, but not limited to, size, quality, complexity, or the Owners schedule, except
for services required under Subsection 2.52..
333 Preparing Drawings, Specifications and other documentation and supporting data, and providing other services in connection with Change Orders and
Construction Change Directives.
3.3.4 Providing consultation convening replacement ofwork damaged by fire or other cause during construction, and furnishing services required in connection with
the replacement of such work.
3.3.5 Providing services made necessary by the default of the Contractor, by major defects or deficiencies in the work of the Contractor, or by failure of performance
of either the Owner or Contractor under the Contract for Construction..
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33.6 Providing services in evaluating an extensive number of daunts submitted by the Contractor or others in connection with the work
33.7 Providing services in connection with a public hearing, 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 forpreparing documents for altemate, separate orsequential bids orproviding services in connection
with bidding or construction priorto 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 conehment negligence of the Owner shall not limit the Design Professional's obligations under this Subsection 33 9
3.4 OPTIONAL ADDTTIONAL SERVICFS
3.4.1 Providing financial feasibility orother special studies.
3A2 Providing planning surveys, site evaluations or comparative studies ofprospective sites.
3.43 Providing special surveys, environmental studies and submissions required for approvals of governmental authorities or others having jurisdiction over the
Project.
3.4.4 Providing services relative to future facilities, systems and equipment.
3.45 Providing services n investigate existing conditions or faeflitim or to make measured dmwrgs thereof.
3A.6 Providing services to verify the accuracy of drawings or other information furnished by the Owner
3A.7 Providing coordination of construction performed by separate contractors or by the Owncrs 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 mannial, 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 exiting facilities.
3.4.12 Providing assistance in the utilization of equipment or systems such as testing adjusting and balancing, preparation of operation end maintenance manuals,
training personnel for operation and maintenance and consultation during operation.
3.4.13 Providing interior design and similar services required fur or in connection with the selection, procurement or installation of furniture, fiunishings 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.
3A.15 Providing services of consultants for other than architecduei, civil, structural, mechanical and electrical engineering portions of the Project provided as a part of
Basic Services.
3A.16 Providing any other services not otherwise included in this Agreement or not customarily famished in accordance with generally accepted architectural
Pracncn
3A.17 Preparing a set of reproducible record drawings in addition to those required by Subsection 2.6.19, showing siguificant changes in the work made during con-
stnrction based on marked -up parts, drawings and other data furnished by the Contractor to the Design Professional
3.4.18 Notwidntandrg anything contained in the Agreement Proposal or these General Conditions to the contrary, all services described in this Article 3 that are
mused 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 shag not limit the Design Professional's obligations under this Subsection 3A..18.
ARTTCLE4 OWNER'S
4.1 The Owner shall consult with the Design Professional regarding requirements for the Project, including (1) the Owners obimlives. (2) schedule and design
constraints and criteria, including space requirements and mlatiooships, flexnbdity, expendability, special equipmeat systems and site requirements, as more speci.
fically described in Subsection 2.11
4.2 The Owner shell establish and update an overall budget for the Project, including the Construction Cost, the Ownds other costs and reasonable contingencies
related to all ofthese costs.
43 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.
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4.4 The Owner shall designate a represenill authorized to act on the O vaers behalf with respect to the R. .;t. The Owner or such autlmraed repretendative shall
reader decisions in a timely manner pertaining to docurneats submitted by the Design Professional in order to avoid unreasonable delay in the orderly and sequential
progress of the Design Professional's services.
4.5 Whom applicable, the Owner shall famish surveys describing physical charneteristics, 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 tines of streets, alleys, pavements and adjoining property and
structures; adjacent drainage; rightsof--weN restrictions, easements, encroachments, waing, deed restrictions, boundaries and contours of the site; locations,
dimensions and necessary data pertaining to existing buildings, other improvements and areas; 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 Ofgcotechaical 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 oil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and re-
sistivily tests, including necessary operations for anticipating sub -sail condidons, with reports and appropriate professional recommendations
4.6.1 The Owner shall furnish the services of other consultants when such services are reasonably required by the scope of the Project and are requested by the Design
Professional and are not retained by the Design Professional as part of its Basic Services or Additional Services.
4.7 When not a part of the Additional Services, the Owner shag 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.
4A The Owner shall famish all kgal, accounting and insmn,, 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 liow or for what purposes the Contractor has resod the money paid by or on
behalf of the Owuer.
49 The sen7cea information, surveys and reports required by Owner under Sections 4.5 through 4.8 shall be furnished at the Owuces expense, and the Design
Professional shall be entitled to rely upon the accuracy and completeness thereof in the absence ofany negligence on the par of the Design Professional.
4.10 The Owner shall give prompt written notice to tic Design Professional if the Owner becomes aware of any fault or defect in are Project or mnconfomunce with
the Contract Documents.
4.11 Design Pro@ssional 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 ofthe 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 specked by dm 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 far the Contractor's overhead and profit In addition, a reasonable allowance for coo-
tingencies shall be included for market 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 arc the MI)Omrbility ofthe Owner m provided in Article 4.
5.2 RESPONSIBILITY FOR CONSTRUCTION COST
5.2.1 Evaluations of the Owners Project budget, preliminary estimates of Construction Cost and detailed estimates of Construction Cost prepared by the Design
Professional represent the Design Professioual§ bestjudgment as a design professional familiar with the construction industry. It is recognized, however thatneither
the Design Professional nor the Owner has control over the cost of labor, materials or equipment over the Contractors methods of determining bid prices, or over
cempetitive 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 Owners Project budget or from any estimate of Com mic-lion Cost or evaluation prepared oragreed to by the Design Professional.
52.2 No fixed limit of Construction Cost shall be established as a condition of the Agreement by the famishing, 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 faced 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 censtruction 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 my, shall be increased in the amount of an increase in the Comma Sum occurring after execution of the Contract
for Construction.
523 If the Procurement Phase has not commenced within 90 days after the Design Professional submits the Construction Documents to the Owner my Project
budget or fixed fruit of Construction Cost shall be adjusted to reflect changes in the general level ofprices in the construction industry between the date of submission
ofthe Construction Documents to the Owner and the date on which proposals are sought
ARTICLE 6 OWNERSDIP AND USE OF DOCUMENTS
6.1 The Drawings, Specifications and Am documents prepared by the Design Professional for Wis Project are instruments of the Design Professionals 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 was soy 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 no in that project
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6.2 Submission or distribution of documents to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication
in derogation of the Design Professional's reserved rights,
ARTICLE 7 TERMINATION, SUSPENSION OR ABANDONMENT
7.1 The Design Professional may terminate the Agreement upon not less than thirty days written notice should the Owner fail substantially to perform in aeeordaree with the
terns of the Agreement through no fault ofthe Design Professional Owner may terminate the Agreement of any phase (hereof with a without cause upon thirty (30) days
prior written notice to the Design Profcasional. All work and labor being performed under the Agreement shall cease immediately upon Design Professional's receipt of such
notice. Before the end efthe thirty (30) day period; Design Professional shall invoice the Owner for all work U satisfactorily performed prior fo the receipt of such notice. No
amount shall be due for lost or anticipate] profits. AB plans, field surveys, and other data related to the Project shall become property ofthe Owner upon termination ofthe
Agreement end shall be promptly delivered to Ore Own in a reasonably organimd form. Should Ownersubsequenty contractwith a new Design Professional for continuation
of services on the Project. Desiga Professional shall cooperate in providing information.
7.2 If the Project is suspended by the Owner for mom 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 ofthe Design Professional's services.
73 The Ageement 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 my terminate the Agreement by giving written
notice.
7.4 Failure ofthe Owner to make payments to the Design Professional for work satisfactorily completed in accordance with the Agreement shall be considered substantial non-
performance and muse for tennination.
7.5 Ifthe Owner falls to make payment to Design Professional within thirty (30) days of rerzipt 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 Agecrnem.
7.6 In the event of termination not the fault ofthe Design Professional, the Design Professional shall be compensated for services property and satisfactorily performed prior to
termination.
ARTICLE 8 PAYMENIS TO THE DESIGNPROFESSIONAL
8.1 DIRECT PERSONNEL EXPENSE
8.1.1 Direct Personnel Expense is defined as the direct salaries of the Design Professionals 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 similarcontributions and benefits.
8.2 REIMBURSABLE EXPENSES
8.2.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Design Professional and
Design Professional's employees and consultants in the interest of the Project, as identified in the following Clauses.
g.2.1.1 Expense of transportation in cormeetion with the Project; expenses in connection with authorized out-of-town travel; long-distance corrnnnnications;
and fees paid for securing approval of authorities having jurisdiction over the Project
8.21.2 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.
8.2.13 If authorized in advance by the Owner, expense of overtime work requiring higher than regular rates,
8.2.1A Expense of renderings, models and mock-ups requested by the Owner.
81.1.5 Expense ofwmputcr-aided design and drafting equipment time when used in connection with the Project.
8.2.1.6 Other expenses that am approved in advance in writing by the Owner
83 PAYMENTS ON ACCOUNT OF BASIC SERVICES
83.1 Payments for Basic Services shall be made moutldy and, where applicable, shall be in proportion to services perforated within each phase of service, on the
basis set forth in Section 2 of the Agreement and the schedule ofwork.
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, compewation for say
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 arc performed on those portions, in accordance with the schedule set forth in Section 2 of the
Agreement based on (1) the lowest boma fide bid or (2) if no such bid or proposal is received, the most recent preliminary estimate of Construction Cost or detailed
estimate of Construction Cost for such portions of the Project.
8.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES
8.4.1 Payments on account of the Design Professional's Additional Services and for Reimbursable Expenses shall be made monthly within 30 days after the
presentation to the Owner of the Design Professionals statement of services tendered or expenses incurred.
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8.5 PAYMENT'S wrralr .D 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 oa account ofthe cost of changes in the work other than those fnr which the Design Professional is responsible.
8.6 DESIGN PROFESSIONAL'S ACCOUNTING RECORDS Design Professional shall make available to Owner or Owner's authorized representative records of
Reimbursable Expenses and expenses penaioing 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, resulting from the negligent acts or omission 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 riled by anyone not a parry to the Agreemwt, 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 Hest
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 S4000,000 in the aggregate,
and with property damage limits ofnet less than S100,000 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 ofnot less then $100,000 for each accident
10.3 Worker's Compensation fin umnce 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 loamance 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 Goncral 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, furnish Owner with substitute certificates of insurance meeting the requirements of this Article 10.
ARTICLE II MISCELLANEOUS PROVISIONS
11.1 The Agreement shall be govemed by the laws of iho State of Texas. Venue of any suit or cause of action under the Agreement shall lie exclusively in Denton County,
Texas.
112 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 ofthe Owner
11.3 The term Agreement as used herein includes the executed Agreement, the Proposal, these General Conditions and other arachmmts referenced is 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 instmment signed by both Owner and Design Professional, When interpreting the
Agrcemwt the executed Agreement, Proposal, these General Conditions and the other attachments referenced in Section 3 of the Agreement shall to the extent am is
reasonably possible be read an as to harmonise the provisions. However, should the provisions of these documents be in conflict so that they can not be reasonably harrnonized,
such documents shall be given priority in the following order
1. The executed Agremeut
2. Attachments referenced m Section 3 of the Agreement other than the Proposal
3.. Tbese General Provisions
4. The Pmposal
11.4 Nothing contained in the Agreement shall create a contmcmal relationship with or a cause of action in favor of a third party against either the Owner or Design
Professional,.
11.5 Upon receipt ofprior 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 coaS-
dentialorproprietary The Owner shall provide professional credit for the Design Professional on the conshuction sign and in the promodonalmaterials for the Project
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t lb Approval by the Owner shall not constitute, a deemed a release of the responsibility and liability of 0. sign Professional, its employees, associates, agents,
subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approved be deemed to be an assumption of such
risponsibility 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 mailad 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 effective upon receipt by the party to whom such notice is given, or within three (3) days after mailing.
118 If any provision of the Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the
remainder of the Agreement and shall not cause the remainder to be invalid or unenforceable. In such event the parties shall reform the Agreement to replace such
stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision.
11.9 The Design Professional shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they
may now read or hereinafter be amended during the term of this Agreement
11.I0 In performing the Services required hereunder, the Design Professional shall not discriminate against any person on the basis of race, color, religion, sex,
national origin or ancestry, age, or physical handicap.
11.11 The captions of the Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of the Agreement
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