HomeMy WebLinkAbout2007-139ORDINANCE NO..,-2 &27 - 4-�9
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL
SERVICES AGREEMENT WITH THE FIRM OF FREESE AND NICHOLS, INC. TO PROVIDE
ENGINEERING SERVICES FOR THE DESIGN OF THE NORTH -SOUTH WATER LINE
PHASE ONE PROJECT; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND
PROVIDING AN EFFECTIVE DATE (FILE 3826 IN THE AMOUNT OF $377,600).
WHEREAS, The professional services provider (the "Provider) mentioned in this ordinance
is being selected as the most highly qualified on the basis of its demonstrated competence and
qualifications to perform the proposed professional services; and
WHEREAS, The fees under the proposed 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
provided by law; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Manager is hereby authorized to enter into a professional service
contract with Freese and Nichols, Inc., to provide professional engineering services for the design of
the North -South Water Line Project, a copy, of which is attached hereto and incorporated by
reference herein.
SECTION 2. The City Manager is autlorized to expend funds as required by the attached
contract.
SECTION 3. The findings contained in the preamble of this ordinance are incorporated
herein by reference.
SECTION 4. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the / 70 day of
C
✓IcNEILL. MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
B - I JA �f. A -2
APP ED A O LEGAL FORM:
EDWIN M. SNYDER, CITY ATTORNEY
BY:- Z& -
7l-File M26
PROFESSIONAL SERVICES AGREEMENT
FOR ARCHITECT OR ENGINEER
THIS AGREEMENT is made and entered into as of the /7th day of
20-Q"L-, by and between the City of Denton, Texas, a Texas municipal corporation, Zith it: rincipal
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 City of Denton North -South Water Mains Project (the Project) will include the preparation of
construction documents for the following facilities:
Phase I of the North -South Water Main Route Study —Approximately 15,000 linear feet (LF)
of 36-inch water line from Loop 288 at the old TI plant south to Bonnie Brae/Windsor
intersection, South on Bonnie Brae to the north right-of-way line of Scripture Street, ending
at a tie-in location to.the water distribution facilities at McKenna Park.
The Project will include design and preparation of construction documents for the water line alignments
listed above with assistance from the City of Denton. A bid package will be prepared for the construction
of this Phase described above. If a portion of the project is split into a separate construction project, then
additionallcompensation will be allowed at the fee specified.
SECTION 2
COMPENSATION
The Owner shall compensate the Design Professional as follows:
2.1 BASIC SERVICES
2.1.1 For Basic Services and related Expenses for Article I, Tasks A-C, the total compensation shall
be a lump sum amount of $277,900.
Progress payments for Basic Services shall be paid monthly as a percentage of the total compensation
for the Basic Services satisfactorily completed at the end of the Project.
Page 1
Revised 5-30-02
2.2 SPECIAL SERVICES
2.2.1 For Special Services of Article II -A, Lump Sum amount of $52,250.
2.2.2 Compensation for easements for Special Services of Article 11-B will be $495 per each
easement prepared. Ten easements are anticipated for this project, totaling $4,950. Additional
easements will be prepared at the same rate, only with written permission from the OWNER
2.2.3 For Special Services of Article II-C-F, the total compensation shall be a Cost Plus amount Not
to Exceed $42,500.
2.3 ADDITIONAL SERVICES
2.3.1 Compensation for Additional Services will be based on the attached schedule of charges.
2.3.2 Compensation for Additional Services of the consultant (FNI), shall be based on a multiple of
2.02 times the amounts billed to the Design Professional for such additional services.
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:
City of Denton General Conditions to Agreement for Architectural or Engineering Services.
2. Exhibit A (Scope of Services) through CO -I.
THIS SPACE INTENTIONALLY LEFT BLANK
Page 2
Revised 5-30-02
This Agreement is signed by the parties hereto effective as of the date first above written.
CITY OF DENTON
BY:
GE RGE C. CAMPBELL
CITY MANAGER
ATTEST: ��""
JEKNIFER WALTERS, 6TY SECRETARY
BY. W�
APP vED A O LEGAL FORM:
ED SNYD JZ, CITY ATTOR
BY/ A
Freese and Nichols, Inc.
BY:
THOMAS HASTER, RE
Principal
WITNESS:
BY: NOn9—
Page 3
Revised 5-30-02
EXHIBIT A
SCOPE OF SERVICES AND RESPONSIBILITIES OF OWNER
NORTH —SOUTH WATER MAINS
FOR THE CITY OF DENTON
March 12, 2007
GENERAL: The City of Denton North -South Water Mains Project (the Project) will include the
preparation of construction documents for the following facilities:
• Phase I of the North -South Water Transmission Line - Beginning at the existing 36-inch
Water Line stub out at Loop 288 and Nicosia Road, south to Highway 77, crossing the
highway and turning to the west across the park north property line and then south along the
park's west property line to Windsor Drive, west to Bonnie Brae, south along Bonnie Brae
and across US 380 to the north right-of-way line of Scripture Street at McKenna Park for a
length of Approximately 15,000 linear feet (LF) of 36-inch water line. Phase II will be
performed under a separate contract.
The Project will also include design and preparation of construction documents for the water line
alignments listed above with assistance from the City of Denton. The water line portions listed
above shall be constructed as one construction contract. If a portion of the project is split into a
separate construction project, then additional compensation will be allowed at the fee specified.
ARTICLE I
BASIC SERVICES: FNI shall render the following professional services in connection with the
development of the Project:
A. DESIGN PHASE: FNI shall provide professional services in this phase as follows:
Conduct a project kick-off meeting with the OWNER and OWNER's personnel along
with FNI project team members. At the kick-off meeting, FNI and the OWNER will
establish communication procedures and point of contact during the course of the project.
A project site visit will also occur at this time to review the alignment being designed for
with this project.
2. Complete Technical Design of the Water Transmission Pipeline, FNI will prepare and
submit to the OWNER for review and use:
a. Technical Design Drawings
i. Cover Sheet / General Notes (2 Sheets)
ii. Site Plan / Project Overview (2 Sheets)
iii. Pipeline Plan and Profile Drawings (30 Sheets)
iv. Pipeline Connection to Distribution System Details for Testing and
Disinfection (2 Sheets)
b. Construction Details
i. Water line embedment (1 Sheet)
ii. Appurtenances (i.e.: CAV, Blow -off Valves, Valves, boring and casing, etc) (2
Sheets)
iii. Thrust Blocking (1 Sheet)
It:\Contract\2007\Contract\2007\1)enton\North South Water Mains.doc Exhibit A -I
iv. Erosion Control Details (1 Sheet)
c. Technical Specifications
d. Construction Contract Documents
e. Opinion of probable construction cost to be submitted to the City at the 50%, 90%,
and 100% complete level.
f. Bidder's proposal forms (project quantities) of the improvements to be constructed.
g. FNI will submit Construction Drawings (plan and profile) to the City at the 30%
review for discussion on the alignment and Specifications and Drawings in whole to
the OWNER for review at 50% and 90% completion. FNI will submit to the
OWNER 2 full size sets of construction plans and 2 sets of bound construction
documents for review at each submittal. Comments from the OWNER at the 50%
review will be used to take the plans to 90% completion. Comments from the
OWNER at the 90% review will be used to take the plans to Final completion and
advertisement.
h. The Design Phase shall only pertain to Phase 1 listed in the General Scope
Description. The design portion will include approximately 15,000 linear feet of 36-
inch water line. It is assumed that Phase I will be bid as one project and will be one
set of construction drawings and specifications. Should it be required for this Phase
to be broken into separate bid packages, then additional compensation will be
required as covered in the Compensation section of this agreement. If the project is
broken into two bid packages, it is assumed that the bidding of Phases will be
consecutive and not concurrent.
i. Article V of this agreement entitled "Owner's Responsibilities" provides more
detailed listings of the tasks designated for the OWNER'S personnel.
3. FNI will attempt to identify the owners of utilities which are located in the proximity of
the proposed improvements based on field observation and record drawings provided by
the City. FNI will contact the State One Call service (DIGTESS) for utility locating
assistance. Based on the results of this investigation by FNI, FNI will make further
recommendations as to whether more extensive on -site location of the facilities is
required (i.e. potholing). Furnish such information necessary to utility companies whose
facilities may be affected or services may be required for the Project.
4. Attend up to six (6) meetings with the OWNER or OWNER'S personnel to coordinate
design work and review the project.
5. FNI will contact the Texas Historical Commission to provide them maps, exhibits, and
written information about the project to determine if an additional archaeological
investigation is necessary for any part of the water line route. If the THC determines that
an archaeological investigation is necessary, that work will be performed as an additional
service to this contract, see Article III, paragraph A. The scope and fee will be negotiated
separately from the basic services to be performed with this contract.
6. Furnish OWNER the engineering data necessary for applications for routine permits
required by TXDOT. Preparation of applications and supporting documents for
government grants or for planning advances is an Additional Service.
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B. BID PHASE. Upon completion of the design services and approval of "Final" drawings and
specifications by OWNER, FNI will proceed with the performance of services in this phase as
follows:
Provide the OWNER with two (2) full size (22" x 34") and four (4) half size sets
(11"xl7") of construction drawings and contract documents and distribute them to
prospective bidders through FNI's offices. FNI will post the notice of construction on
FNI's website. FNI will send plans and specifications to two plan rooms, sending plans
and specifications to additional plan rooms will be an additional service. It is the
responsibility of the OWNER to notify the newspaper of the project advertisement and
prospective bid opening date, if so desired by the OWNER.
2. Assist OWNER in securing bids. Issue a Notice to Bidders to prospective contractors and
vendors listed in City of Denton's and FNI's database of prospective bidders, and to
selected plan rooms. Provide a copy of the Notice to Bidders for OWNER to use in
notifying construction news publications and publishing appropriate legal notice. The
cost for publications shall be paid by OWNER.
3. Assist Owner by responding to questions and interpreting bid documents. Prepare
addenda to the bid documents for FNI to distribute to all prospective bidders that have
picked up plans and specifications for bidding.
C. CONSTRUCTION PHASE: Upon completion of the bid phase services, FNI will proceed
with the performance of construction phase services as described below. FNI will endeavor to
protect OWNER in providing these services; however, it is understood that FNI does not
guarantee the Contractor's performance, nor is FNI responsible for supervision of the
Contractor's operation and employees. FNI shall not be responsible for the means, methods,
techniques, sequences or procedures of construction selected by the Contractor, or any safety
precautions and programs relating in any way to the condition of the premises, the work of the
Contractor or any Subcontractor. FNI shall not be responsible for the acts or omissions of any
person (except its own employees or agents) at the Project site or otherwise performing any of
the work of the Project.
These services are based on the use of City of Denton front documents for construction
projects. The OWNER agrees that FNI will include provisions in the construction contract
documents that will require the construction contractor to include FNI and their subconsultants
on this project to be listed as an additional insured on contractor's insurance policies.
1. Attend a pre -construction conference. The OWNER will conduct the meeting and prepare
minutes. FNI will provide the Contractor and OWNER three full size (22" x34") sets of
plans and conformed specifications each, totaling 6 plans and specifications. The
conformed sets of books will include a half size set of plans (1 I "x 17").
a. Establish communication procedures with the OWNER and contractor. All
communications between FNI and the Contractor will be through the OWNER.
2. Review contractor's submittals, including, requests for information and shop drawings in
accordance with the requirements of the construction contract documents for the projects.
a. FNI will be responsible for verifying that all required submittals have been received
from the Contractor. FNI will notify the OWNER in writing of the outstanding
R:\Contract\2007\Contract\2007\Denton\Nonh South Water Mains.doc Exhibit A-3
required submittals. It is the responsibility of the OWNER to notify the Contractor
of the outstanding submittals.
b. FNI wilt not be responsible for the log in or distribution of contractor submittals,
which are the responsibility of the OWNER.
c. FNI will not review pay estimates, which are the responsibility of the OWNER.
3. FNI will serve in the capacity of General Representation during construction. In this
capacity, FNI will:
a. Make four (4) visits to the site (as distinguished from the continuous services of a
Resident Project Representative) to observe the progress and the quality of work and
to attempt to determine in general if the work is proceeding in accordance with the
Construction Contract Documents. In this effort, FNI will endeavor to protect the
OWNER against defects and deficiencies in the work of Contractors and will report
any observed deficiencies to OWNER. Visits to the site in excess of the specified
number are an additional service.
b. Provide general recommendations to the OWNER for the work of testing
laboratories and inspection bureaus required for the testing or inspection of
materials, witnessed tests, factory testing, etc. for quality control of the Project. The
cost of such quality control shall be paid by OWNER and is not included in the
services to be performed by FNI.
c. Interpret the drawings and specifications for OWNER and Contractor(s).
Investigations, analyses, study or design for substitutions of equipment or materials,
corrections of defective or deficient work of the contractor or other deviations from
the construction contract documents requested by the contractor and approved by the
Owner are an additional service. Substitutions of materials or equipment or design
modifications requested by the OWNER are an additional service.
d. Prepare Record Drawings of the completed project after the final walk through. The
OWNER will coordinate with the CONTRACTOR to produce a set of plans with
markings that represent how the pipeline was installed that both parties agree on.
The OWNER will provide the plans to FNI to produce record drawings. FNI will
deliver to the OWNER two sets of full size (22"04") drawings, one on bonded
paper and one on mylar film, and electronic file of drawings inACAD 2000 format.
4. Conduct, in company with OWNER's representative, one final review of the Project for
conformance with the design concept of the Project and general compliance with the
Construction Contract Documents. Visiting the site to review completed work in excess of
one trip is an additional service.
ARTICLE lI
SPECIAL SERVICES:
A. TOPOGRAPHIC SURVEY: FNI will retain and monitor the efforts of a surveying firm
(Brittain and Crawford) to provide the following Surveying Services:
• Provide survey control along the pipeline route in a coordinate system approved by the
Owner, and compatible with other pipeline projects.
• Provide topographic survey for a 100-foot width along the pipeline routes for up to
15,000 linear feet. Topographic survey will not include individual tree surveys.
R AContractA2007AContractA2007A1)entonWorth South Water Mains.doc Exhibit A-4
• Provide survey ties to major utility lines, as located by the utility owners.
B. EASEMENTS: FNI will retain and monitor the efforts of a surveying firm (Brittain and
Crawford) to provide the following services:
• Provide deed research for the preparation of easement documents. (This task does not
include title research)
• Prepare metes and bounds easement descriptions for each private tract. A separate
description will be prepared for both permanent and temporary easements. For
budgeting purposes, a maximum of five tracts are estimated (10 Easement Documents).
Payment for parcel descriptions shall be on a per parcel basis. If more than five parcels
are required (10 Easement Documents), then additional payment will be required, for not
only the cost for easement preparation on a per each basis but also for the cost of
additional field work.
• Each Temporary and Permanent Easement will be provided at a cost of $495 per each
easement document prepared, Not To Exceed $9,900 for 20 easements.
C. GEOTECHNICAL ENGINEERING: FNI will provide geotechnical engineering and a sub -
consultant drilling and laboratory -testing firm to provide the following services:
• Review geologic maps and the pipeline route to identify testing locations
• Drill up to eight (8) borings up to 20 feet deep. For budgeting purposes, a maximum of
eight (8) borings are assumed. Scope and Fee may be adjusted to account for additional
borings, as necessary. Log the borings, and obtain soil samples for soil classification
and the corrosion analysis testing. Provide rock cores and RQD of rock, where
applicable.
• Provide laboratory testing, including Atterberg limits, unconfined strength of rock
samples, sieve analysis, and water content.
• Provide conclusions of testing and geotechnical analysis in a report, for use of the
pipeline designers and prospective bidders.
D. ENVIRONMENTAL PERMITTING: FNI will provide office research and a field review of
the pipeline route, to determine if any environmental permits are required. Based on this
field review, FNI will prepare a memorandum to the OWNER, indicating the conclusions of
the analysis and noting if any additional actions are required. It is anticipated that no
environmental permit notifications will be needed for the project and the Project may be
covered by Nationwide Permit No. 12. If environmental permit applications or in-depth
environmental studies are required, then these activities would be an additional service.
E. WATER MODELING ANALYSIS: FNI will provide the following services:
• Review the hydraulics of the North -South Water Main along the proposed alignment
from the elevated tank at Riney Road to the proposed terminus at Roselawn.
• The hydraulic analysis will evaluate and determine if a booster pump is necessary along
the pipeline route and the location of a booster pump, if necessary. The final design of
booster pump is not included in the cost of this contract.
• The analysis will also consider the losses in the transmission line due to water line
connections along the route.
R:\Contract\2007\Contract\2007\Denton\North South Water Mains.doc Exhibit A-5
F. CORROSION ENGINEERING: FNI will retain and monitor the services of a corrosion -
engineering firm (Corrpro Companies, Inc.) to provide the following services:
• Conduct field soil resistivity surveys along the proposed pipeline route. Conduct tests
for foreign pipeline cathodic protection systems, and AC interference.
• Conduct laboratory tests of soil samples, including pH, moisture, chlorides, sulfides and
conductivity.
• Analyze data and make recommendations for passive cathodic protection systems and
pipeline materials for up to three alternate pipeline materials (Ductile Iron Pipe, Bar
Wrapped Concrete Cylinder Pipe, and Mortar Coated Steel).
• Prepare detailed drawings and specifications for corrosion monitoring systems and
cathodic protection systems.
• During the construction phase, review contractor's submittals and provide comments
• Provide one day of on -site inspector training, at the beginning of construction
• Review the Contractor's commissioning report.
ARTICLE III
ADDITIONAL SERVICES: Additional Services to be performed by FNI, if specifically
authorized in writing by OWNER, which are not included in the above -described basic services, are
described as follows:
A. ARCHEOLOGICAL SERVICES: If specifically authorized in writing by the City of
Denton, FNI or its archeological sub -consultant will prepare a notification letter, with
accompanying exhibits, to be sent to the State Historic Preservation Officer (SHPO). The
scope of Archeological Services will be based on the requirements established by the State
Historic Preservation Officer (SHPO) specifically for this project, upon regulatory review.
The fee will be negotiated once the regulatory requirements are known with services
rendered on a cost plus basis.
B. GIS mapping services or assistance with these services.
C. Subsurface Utility Engineering services for precise location of subsurface conflicts and
utilities, excluding OWNER water and wastewater lines that the OWNER is willing to
pothole and locate.
D. Making revisions to designs, specifications or other documents when such designs are 1)
consistent with approvals or instructions previously given by OWNER or 2) due to other
causes not solely within the control of FNI.
E. Investigations involving consideration of operation, maintenance and overhead expenses,
and the preparation of rate schedules, earnings and expense statements, feasibility studies,
appraisals, evaluations, assessment schedules, and material audits or inventories required for
certification of force account construction performed by OWNER.
F. Providing shop, mill, field or laboratory inspection of materials and equipment. Observe
factory tests of equipment at any site remote to the project or observing tests required as a
result of equipment failing the initial test.
G. Preparing Operation and Maintenance Manuals or conducting operator training.
R:AContractA2007AContractA2007ADemonANorth South Water Mains.doc Exhibit A-6
H. Furnishing the services of a Resident Project Representative to act as OWNER's on -site
representative during the Construction Phase.
L Performing investigations, studies and analyses of substitutions of equipment and/or
materials or deviations from the drawings and specifications.
J. Except as indicated in Article II, Paragraph D, providing environmental support services
including the design and implementation of ecological baseline studies; environmental
monitoring; impact assessment and analyses; permitting assistance; preparation of a 404
permit application, including pre -construction notification for a Nationwide Permit, request
for authorization under regional general permit or letter of permission procedure, or
preparation of an individual permit application form, such as USACE ENG FORM 4345;
preparation of applications for other permits that are identified by the study; detailed
wetland delineation in accordance with the USACE's 1987 Wetland Delineation Manual;
archeological and historical properties investigations outside the scope of Article II,
Paragraph D; consultation in writing, by telephone, or in person with the USACE or other
regulatory agencies; surveying of water bodies by a Registered Public Land Surveyor; or
preparation of a compensatory mitigation plan.
K. Performing investigations, studies, and analyses of work proposed by construction
contractors to correct defective work.
L. Design, contract modifications, studies or analysis required to comply with local, State,
Federal or other regulatory agencies that become effective after the date of this agreement.
M. Services required to resolve bid protests or to rebid the project(s) for any reason, including
re -bidding to lower the cost of the project to meet OWNER's budget.
N. Visits to the site in excess of the number of trips included in Article I for periodic site visits,
coordination meetings, or contract completion activities.
O. Any services required as a result of default of the contractor(s) or the failure, for any reason,
of the contractor(s) to complete the work within the contract time.
P. Providing services after the completion of the construction phase not specifically listed in
Article 1.
Q. Providing basic or additional services on an accelerated time schedule. The scope of this
service includes cost for overtime wages of employees and consultants, inefficiencies in
work sequence and plotting or reproduction costs directly attributable to an accelerated time
schedule directed by the OWNER.
R. Providing services made necessary because of unforeseen, concealed, or differing site
conditions or due to the presence of hazardous substances in any form.
S. Providing services to review or evaluate construction contractor(s) claim(s), provided said
claims are supported by causes not within the control of FNI.
R:AConlraetA2007AContractA2007ADenton\Nonh South Water Mains.doc Exhibit A-7
T. Providing value engineering studies or reviews of cost savings proposed by construction
contractors after bids have been submitted.
U. Provide follow-up professional services during Contractor's warranty period.
V. Provide modeling of the distribution system.
W. Providing alternate designs that require significant effort.
ARTICLE IV
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 following
schedule:
• Complete surveying and easement documents in 90 Calendar Days from the Notice to Proceed
• Complete design plans and specifications in 150 Calendar Days from the Notice to Proceed
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. If these delays are excessive, then FNI reserves the right to
negotiate additional compensation for additional services related to the delay
ARTICLE V
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. Provide all criteria and full information as to OWNER's requirements for the Project,
including design objectives and constraints, space, capacity and performance requirements,
flexibility and expandability, and any budgetary limitations; and furnish copies of all design
and construction standards which OWNER will require to be included in the drawings and
specifications.
C. 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.
D. Arrange for access to and make all provisions for FNI to enter upon public and private
property as required for FNI to perform services under this AGREEMENT, including
R:AContractA2007AContractA2007ADenton\Nonh South Water Mains.doc Exhibit A-R
preparing and obtaining Right -of -Entries for engineering, surveying, geotechnical, corrosion
engineering and environmental activities. Identify Landowners and provide contacts for
coordination of field work. If conditions are muddy, the driller will delay drilling until
conditions improve. Provide or pay for any towing required due to soft ground conditions
impassable to four -wheel -drive and tracked equipment and any clearing or grading necessary
for access. Repair or compensate property owners for any damage, including but not limited
to crop damage, ruts, and cracked slabs, caused by normal access and operation of exploration
equipment.
E. 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.
F. Furnish approvals and permits from all governmental authorities having jurisdiction over the
Project and such approvals and consents from others as may be necessary for completion of
the Project.
G. Provide title investigations and title insurance, if deemed necessary by the OWNER.
H. Provide such accounting, independent cost estimating and insurance counseling services as
may be required for the Project, such legal services as OWNER may require or FNI may
reasonably request with regard to legal issues pertaining to the Project including any that may
be raised by Contractor(s), such auditing service as OWNER may require to ascertain how or
for what purpose any Contractor has used the moneys paid under the construction contract,
and such inspection services as OWNER may require to ascertain that Contractor(s) are
complying with any law, rule, regulation, ordinance, code or order applicable to their
furnishing and performing the work.
L Attend the pre -bid conference, bid opening, preconstruction conference, construction progress
and other job related meetings and substantial completion inspections and final payment
inspections.
J. Give prompt written notice to FNI whenever OWNER observes or otherwise becomes aware
of any development that affects the scope or timing of FNI's services, or any defect or
nonconformance of the work of any Contractor. The OWNER will provide written notice to
the Design Professional if the OWNER becomes aware of any errors or omissions in the
design work.
K. Furnish, or direct FNI to provide, Additional Services as stipulated in Exhibit A, Article III of
this AGREEMENT or other services as required.
L. Provide easement acquisition services.
M. Bear all costs incident to compliance with the requirements of this Article V.
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N. The Owner will open, tabulate, analyze bids and recommend award of contracts. The Owner
will prepare the construction contract for execution by the Contractor and Owner and will
furnish copies of the contract documents to FNI, Owner, and Contractor.
O. The OWNER will provide an OWNER's representative during the construction phase. The
representative will be the first point of contact with the Contractor. The representative will
receive and distribute all submittals. The Owner's representative will review and approve
payment requests. The Owner's representative will prepare change orders and field orders.
The Owner's representative will review all claims by the Contractor. The Owner's
representative will prepare all punch -lists and follow-up inspections.
P. RESPONSIBILITIES OF OWNER— DETAILED TASK LIST
1) Contact other departments within the City of Denton and coordinate with them to obtain
record drawings of other utilities, buildings, or infrastructure.
a) Provide Survey Support, including the following:
• Provide preliminary landowner list for the surveyor
• Provide preliminary landowner map for the surveyor
• Prepare and obtain right -of -entries for all necessary parcels which cover engineering,
survey, corrosion engineering, geotechnical, environmental and archeological (as
necessary) activities
ARTICLE VI
DESIGNATED REPRESENTATIVES: FNI and OWNER designate the following representatives:
Owner's Designated Representative — Rebecca Guthrie, P,E., City of Denton, 901-A Texas Street, Denton,
Texas 76209; phone: 940-349-8938; fax: 940-349-8951; email: rbecca.guthrie@cityofdenton.com
Owner's Accounting Representative — Annie Runger, City of Denton, 901-A Texas Street, Denton, Texas
76209; phone: 940-349-8463; fax: 940-349-8951; email: annie.bunger@cityofdenton.com
FNI's Project Manager - Steven Metzler, P.E., 4055 International Plaza, Suite 200, Fort Worth, Texas 76109;
phone 817-735-7329; fax 817-735-7492; email sem@freese.com
FNI's Accounting Representative - Jana Collier, 4055 International Plaza, Suite 200, Fort Worth, Texas
76109; phone 817-735-7354; fax 817-735-7496; email jvc@freese.com
R:\Contracl\2007\Contract\2007\1)entonWorth South Water Mains.doe Exhibit A-10
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 a total of Three Hundred Seventy Seven Thousand Six Hundred Dollars ($377,600). A detail of
all charges are per Section 2 of this Professional Services Agreement. 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 Exhibit A, 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 L I0
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 for In-house Services
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
R:\Contract\2007\Contract\2007\Denton\North South Water Mains.doc
Printing
Black and White
$0.10 per copy
Color
$0.50 per copy
Binding
$5.75 per book
FNI
CO- I OWNER
1 CITYOFDENTON t
GENERAL CONDITIONS
TO
AGREEMENT FOR ARCHITECTURAL OR ENGINEERING SERVICES
ARTICLE I. ARCHITECT OR ENGINEER'S RESPONmuff tis
1.1 The Architect or Engineers services ansist of those services for the Project (as defined in the agreement (the "Agreement") and proposal (the "Proposal") to which these
General Conditions are attached) performed by the Architect or Engineer (hercinafter 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, mforruedjudgments and prompt timely
actions (the "Degree of Care")t The Services shag be performed as expeditiously as is consistent with the Degree of Care necessary for the orderly progress of the Project
Upon request ofthe 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 Owners 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 Owns, and any
adjustments to tbis schedule shall be mutually acceptable to both parties.
ARTICLE 2 SCOPE OF BASIC SERVICES
2.1 BASIC SERVICES DEFINED The Design Professionat's Basic Services consist ofthose described in Sections 22 through 2.6 of these Creaeral Conditions and include
without limitation nomral structural, civt, 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 24, 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 aeeds 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 canstruotion budget requirements, each in
Terms of the other, subject to the limitations set forth in Subsection 5.2.1.
2.23 The Design Professional shag review with the Owner alternative approaches to design and construction of the Project
23.4 Based on the mutually agreed -upon program, schedule and construction budget requirements, the Design Professional shag 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, ordinaacm codes and regulations.
2.2.5 The Design Professional shall submit to the Owner a preliminary detailed estimate of Construction Cost based on cumcm 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 ofoonstmction.
23 DESIGN DEVELOPMENT PHASE
23.1 Based on the approved Schematic Design Documents and coy 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 fox 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 /wvner's approval of the documents, Design Professional represents that the
Documents and specifications will be sufficient and adequate to fulfill the purposes of the Project
23.2 The Design Professional shall advise the Owner of my adjustments to the preliminary estimate of Construction Cost in a farther Detailed Statement as described
in Section 2.2.5,
2.4 CONSTRUCTION DOCUMENTS PHASE
2A.1 Based on the approved Design Development Documents and any further adjustments in the scope or quality of the Project car in the construction budget
mabotiz d 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 amply with all applicable laws, statutes, ordinances, codes and regulations.
2.4.2 The Design Professional shall assist the Owner in the preparation of the necessary bidding or proarornent information, bidding or procurement forms, the
Conditions of the contract, and the form ofAgrxment between the Owner and contractor
2.43 The Design Professional shall advise the Owner of any adjustments to previous preliminary estimates ofCoaslruction 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 appmval of governmental
authorities having jurisdiction overthe Project
2.5 CONSTUCTION 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 die Owner in procuring a construction contract for the Poject through my procurement method that is legally applicable to the Project including without
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of materials, systems or equipment is ragj. y the Conrad Documents, the Design Professional stomp be 1, ed to rely upon such certification an 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 Prohmional as provided in Subsections 3.1.1 and 3.33, for the Owrds approval and execution in accordance with the Contract Documents, and any
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
ofthe Contract Documents.
2.6.14 On behalf of the Owner, the Design Professional shall conduct inspections to detemvne 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 Contmcbr and shall issue a food cedificate for Payment upon compliance with the
requirements of the Contract Documents.
2.6.15 The Design Professional shall interpret and provide recemnrndations on matters concerning performance of the Owner and Contractor under the requirements
of the Contract Documents on written request of either the Owner or Contractor The Design Professional's response to such requests shag be made with reasonable
promptness and within any time limits agreed upon..
2.6.16 Interpretations and decisions of the Design Professional shag be consistent with the intent of and reasonably inferable from the Contract Documents and shall
be in writing or in the formof drawings. When making such interpretations and initial decisions, the Design Professional shall eudeavorto wearer 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 at the provisions of this
Agreement and in the absence ofnegligence.
2.6.17 The Design Prolimiooal 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 thework 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 ofthe 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 be Owner. If services described under Contingent Additional Services in $action 3.3 are required due to circumstances, beyond
the Design Professional's central, the Design Professional shall notify the Owner in writing and shag not commence such additional services until it receives written
approval fmm the Ownerto proceed. If the Owner indicates in writing that all or part ofsuch Contingent Additional Services ate not required, the Design professional
shall have no obligation to provide those services. Owner will be responsible for compensating the Design Prolimioml 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
3.11 If more e#msive 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 onsite responsibilities.
3.22 Project Representatives shall be selected, employed and directed by the Design Professional, and the Design Professional shag be cempwsated 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 we.,
1. inconsistent with approvals or instructions previously given by the Owner, including revisions made necessary by adjustments in the Owners
program or Project budge;
2. required by the enactment or revision of codes, laws or reg lations subsequent b the preparation of such documents, or
3 due to changes required as a result of the Owners failum to render decision in a timely manner.
3.32 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 2.5.2..
333 Preparing Drawings, Specifications and other documentation and supporting data, and providing other services in cromection with Change Orders and
Construction Change Directives.
33.4 Providing consultation concerning replacement of work damaged by fore or other cause during construction, and famishing 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..
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4.4 The Owner shall designate a represeml authorized to act on the Owner's behalf with respect to the P. . The Owner or such authorized representative shall
reader decisions in a timely manner pertaining ro documents submitted by the Design Professional in order m avoid unreasonable delay in the orderly and sequential
progress of the Design Professional's services
45 Where applicable, the Owner shall fumfsh surveys describing physical characteristics, legal limitations and utility locations forthe 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 properlyand
structures; adjacent drainage; rights f-way, restrictions, easements, encroaclunents, maing, deed restrictions, boundaries and contours of the site; locations,
dimensions and necessary data pertaining to existing building, other improvements and trees; and information concerning available utility services and lines, both
public and private, above and below grade, including inverts and depths. Ail the m1brsrtation on the survey shall be referenced m a project benchmark
4.6 Where applicable, the Owner shall furnish the services of geoteebnical engineers when such services are requested by the Design Professional. Such services may
include but are not limited to test borings, test pity determinations of sod tearing values, percolation tests, evaluations of hazardous materials, ground corrosion and ro-
sistivity tests, including necessary operations for anticipating subsoil 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 w part of its Basic Services or Additional Services.
4.7 When not a part of the Additional Services, the Owner shall famish shuctuml, mechanical, chemical, air and water pollution tests, tests of hazardous materials,
and other laboratory and environmental tests, irepectious and reports required by law or the Contract Documents.
4.8 The Owner shall famish all legal, accounting mud in o mee we w ling 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 Owmer.
49 The services, information. surveys and reports required by Owner under Sections 4.5 through 4.8 shall be furnished at the Owner's expense, and the Design
Professional shall be entitled to rely upon the accuracy and completeness thereof in the absence ofany, negligence on the part ofthe Design Professional.
4.10 The Owner shall give prompt written notice to the Design Professional if the Owner becomes aware of my fault or defect in the Project or nonconformance with
the Contract Documents.
4.11 Design Professiunal 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 approvat at least fourteen (14) days prior to execution The Owner agrees not to request oerofications that would require
knowledge or services beyond the scope of the Agreement
ARTICLES CONSTRUCTION COST
5.1 CONSTRUCTION COST DEFINED
5.1.1 The Construction Cost shall be the total toss: or estimated cost to the Owner of all elements of the Project designed or specified by fire Design Professional,
5.1.2 The Construction Cost shall include the cost at c rtmat 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 to the Cominctoes overhead and profit In addition, a reasonable allowance for con-
tingemeies 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 Pmfessionars consultants, the costs of the land, rights -of -way,
financing or other vests which are the responsibility of the Owner as provided in Article 4.
5.2 RESPONSIBILITY FOR CONSTRUCTION COST
5.2.1 Evaluations of the Owner's Project budget, prdimioary, estimates of Construction Cost and detailed estimates of Construction Cost prepared by the Design
Professional represent the Design Professional§ bestjudgnentas a design professional familiar with the construction industry. It is recognized, however, tbar neither
the Design Professional nor the Owner has control over the west 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 Coniam tion Cost or evaluation prepared or agreed to by the Design Professional.
5.2.2 No fired 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 bees been agreed upon in writing and signed by the parties thereto- if such a fixed limit has been established, the Design Professional shall he pemdtted
to include contingencies for design, bidding and price escalation, to determine what materiais, equipment, component systems and types of construction are to be
included in the Contract Documents, to mike reasonable adjustments in the scope of thc Project and to include in the Contract Documents alternate bids to adjust the
Construction Cost to the fixed limit Fixed limits, ifany, shall be increased in the amount ofan increase in the Contract 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, may Project
budget or fixed limit 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 OWNERSMP AND USE OF DOCUMENTS
6.1 The Drawings, Specifications sad other documents prepared by the Design Professional for this Project are instruments of the Design Professional's service and shall
become the property of the Owner upon termination or completion of the Agreement. The Design Professional is entitled to retain copies of all such documents. Such
documents are intended only be applicable to this Project, and Owner's use of such documents in other projects shall be at Owner's sole risk and expense. In the event the
Owner uses any of the imfommation 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
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i
S.s PAYmENTS WITHHELD No deductions shall be made from the Design Professiooal'a compensation on account of penalty, liquidated damages or other sums withheld
Sou payments to contractors, or on account of the cost of changes in the work other than those for which the Design Professional is responsible.
8.6 DESIGN PROFESSIONAL'S ACCOUNTING RECORDS Design Professional shall make available to Owner or Owne'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 far inspection and
copying during regular business hours for three years after the dale of the final Certificate of Payment, ur until any litigation related to the Project is final, whichever dam 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 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 patties' 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 govemmcntal ®munity, which
defenses we 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 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 of not less than $100,000 for each accident
10.3 Worker's Compensation Insurance in accordance with statutory requirements, and Employers Liability hasurance with limits of not Iess 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 of 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, furnish Owner with substitute certificates of insurance meeting the requirements of this Article 10.
ARTICLE II MISCELLANEOUS PROVISIONS
11.1 The Agreement shall be governed by the laws of the State of Texas. Venue of any suitor cause of action under the Agreement shall he exclusively in Demon 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 Agreemeat The Design Professional shag not assign its
imicauses in the Agreement without the written consent of the Owner
11.3 The term Agreement as used herein includes the executed Agreement, the Proposal, these General Conditions and other attachments referenced in Section 3 of the
Agreement which together represent the entire and integrated agreement between the Owner and Design Professional and supersedes all prior negotiations, representations or
agreements, either written or oral. The Agreement may be amended only by written instrument signed by both Owner and Design Professional. When interpreting the
Agreement the executed Agreement, Proposal, these General Conditions and the other attachments referenced in Section 3 of the Agreement shall to the extent thin is
reasonably possible be read so as to bam entize 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
L The executed Agreement
2. Attachments referenced in Section 3 of the Agreement other it=the Proposal
3. These General Provisions
4., The Proposal
11.4 Nothing contained in the Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Design
Professional.
11.5 Upon receipt 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 confi-
deatial or proprietary The Owner shall provide professional credit for the Design Professional on the consmmtion sign and in the promational,auteaials for the Project.
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