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HomeMy WebLinkAbout2005-313ORDINANCE NO. 2005- !?L6 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT FOR ARCHITECTURAL OR ENGINEERING SERVICES BY AND BETWEEN THE CITY OF DENTON, TEXAS AND TEAGUE NALL AND PERKINS, INC. FOR CHANNEL IMPROVEMENTS TO AN UNNAMED TRIBUTARY OF PECAN CREEK AT MORSE STREET, ALSO KNOWN AS THE MORSE STREET DRAINAGE CHANNEL IMPROVEMENTS PROJECT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council deems that it is in the public interest to engage the firm of Teague Nall and Perkins (TN&P), of Denton, Texas, to provide professional engineering services related to the Morse Street Drainage Improvements Project; and WHEREAS, the City staff has reported to the City Council that there is a substantial need for the above -referenced professional engineering services, and that limited City staff cannot adequately perform the specialized services and tasks with its own personnel; and WHEREAS, Chapter 2254 of the Texas Government Code, known as the "Professional Services Procurement Act," generally provides that a City may not select a provider of professional services on the basis of competitive bids, but must select the provider on the basis of demonstrated competence, knowledge, and qualifications, and for a fair and reasonable price; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1: That the City Manager is hereby authorized by the City Council to execute a "Professional Services Agreement for Architect or Engineer" with Teague Nall and Perkins, Denton, Texas, for professional engineering services relating to the Channel Improvements to an Unnamed Tributary of Pecan Creek at Morse Street; and relating to the Morse Street Drainage Improvements Project, for a professional fee of not to exceed $41,650; in substantially the form of the Professional Services Agreement attached hereto and incorporated herewith by reference. SECTION 2: That the award of this Agreement by the City is on the basis of the demonstrated competence, knowledge, and qualifications of TN&P and the demonstrated ability of TN&P to perform the services needed by the City for a fair and reasonable price. SECTION 3: That the expenditure of funds as provided in the attached Professional Services Agreement is hereby authorized. SECTION 4: That this ordinance shall become effective immediately upon its passage and approval. // //� PASSED AND APPROVED this the 414 day of 2005. EULINE BROCK, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY By: APPROVED AS TO LEGAL FORM: EDWIN M. SNYDER, CITY ATTORNEY SAOur Documents\Ordinances\05\TN&P Morse St Drainage Channel -Ord 2005.doe 2 PROFESSIONAL SERVICES AGREEMENT FOR ARCHITECT OR ENGINEER THIS AGREEMENT is made and entered into as of the Wzr day of g, 2005, by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called "Owner" and Teague Nall and Perkins, with its corporate office at 235 W. Hickory, Suite 100, Denton , Texas 76201 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, Engineering Services for Channel Improvements to an Unnamed Tributary of Pecan Creek at Morse Street — including Exhibits A, B, & C. Page 1 Q:\LDD\DEN02320\Docs\PSA\septoct2004 revised PSA\revisedTNP Morse Agreementsept04_doc SECTION 2 COMPENSATION The Owner shall compensate the Design Professional as follows: 2.1 BASIC SERVICES 2.1.1 For Basic Services the total compensation shall be $ 18,400 2.1.2 Progress payments for Basic Services shall be paid based upon the Design Professionals estimate of the percentage of the work effort that has been completed. 2.2 SPECIAL SERVICES 2.2.1 For Special Services the total compensation shall be $ 22,750 2.2.2 Progress payments for Basic Services shall be paid based upon the Design Professionals estimate of the percentage of the work effort that has been completed. 2.3 ADDITIONAL SERVICES 2.3.1 Compensation for Additional Services see Exhibit C, Which includes the fee/rate schedule 2.3.2 Compensation for Additional Services of consultants, including additional structural, mechanical and electrical engineering services shall be based on a multiple of 1.10 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. Exhibits A through _C_ Page 2 Q:\LDD\DEN02320\Docs\PSA\septoct2004 revised PSA\revisedTNP Morse Agreemenesept04.doc This Agreement is signed by the parties hereto effective as of the date first above written. ATTEST: JENNIFER WALTERS, CI Y SECRETARY 9PROVEDIS TO LEGAL FORM: Y� ��HERCITY ATTORNEY BY: WITNESS: lim CITY OF DENTON B�Y �_ MICHAEL A. C F CITY MANAGER Teague Nall and Perkins, Inc. BY: � Gary L. ickery, P.E. Principal Page 3 Q:\LDD\DEN02320\1)ocs\PSA\septoc2004 revised PSA\revisedTNP Morse Agrcementsept04.doc CITY OF DENTON GENERAL CONDITIONS TO AGREEMENT FOR ARCHITECTURAL OR ENGINEERING SERVICES ARTICLE 1. ARCHITECT OR ENGINEER'S RESPONSIBILITIES 1.1 the Architect or Engineer's services consist of those services for the Project (as defined in the agreement (the "Agreement") and proposal (the "Proposal') to which these General Conditions are attached) performed by the Architect or Engineer (hereinafter called the "Design Professional") or Design Professional's employees and consultants as enumerated in Articles 2 and 3 of these General Conditions as modified by the Agreement and Proposal (the "Services'). 1.2 The Design Professional will perform all Services as an independent contractor to the prevailing professional standards consistent with the level of care and skill ordinarily exercised by membersofth same profession currently practicing in the same locality under similar conditions, including reasonable, informed judgments and prompt timely actions (the "Degree of Care'). The Services shall be Performed as expeditiously as is consistent with the Degree of Care necessary for the orderly progress of the Project. Upon request of the Owner, the Design Professional shall submit for the Owner's approval a schedule for the performance of the Services which may be adjusted as the Project proceeds, and shall include allowances for periods of time required for the 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 Owner, and any adjustments to this schedule shall be mutually acceptable to both parties. ARTICLE 2 SCOPE OF BASIC SERVICES 2.1 BASIC SERVICES DEFINED The Design Professional's Basic Services consist of those described in Sections 2.2 through 2.6 of these General Conditions and include without limilation normal structural, civil, mechanical and electrical engineering services and any other engineennng services necessary to produce a complete and accurate set of Construction Documents, as described by and required in Section 2.4. The Basic Services may be modified by the Agreement 2.2 SCHEMATIC DESIGN PHASE (See Exhibit A for further Clarification) 2.2.1 The Design Professional, in consultation with the Owner, shall develop a written program for the Project to ascertain Owner's needs and to establish the requirements for the Project 2.2.2 The Design Professional shall provide a preliminary evaluation of the Owners program, construction schedule and construction budget requirarats, each in tarns of the other, subject to the limitations set forth in Subsection 5.2.1. 2.23 The Design Professional shall review with the Owner altemative approaches to design and construction of the Project 2.2.4 Based on the mutually agreed -upon program, schedule and construction budget requirements, the Design Professional shall prepare, for approval by the Owner, Schematic Design Documents consisting of drawings and other documents illustrating the scale and relationship of Project components. The Schematic Design shall contemplate compliance with all applicable laws, statutes, ordinances, codes and regulations. 2.25 The Design Professional shall submit to the Owner a preliminary detailed estimate of Construction Cost based on current area, volume or other unit costs and which indicates the cost of each category of work involved in constructing the Project and establishes an elapsed time factor for the period of time from the commencement to the completion of construction. 23 DESIGN DEVELOPMENT PHASE (N/A) 23.1 Based on the approved Schematic Design Documents and any adjustments authorized by the Owner in the program, sche- dule or cons"clion budget, the Design Professional shall prepare for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the Project as to architectural, structural, mechanical and electrical systems, materials and such other elements as may be appropriate, which shall comply with all applicable laws, statutes, ordinances, codes and regulations. Notwithstanding Owner's approval of the documents, Design Professional warrants that the Documents and specifications will be sufficient and adequate to fulfill the purposes of the Project. 23.2 The Design Professional shall advise the Owner of any adjustments to the preliminary estimate of Construction Cost in a further Detailed Statement as described in Section 2.2.5. 2.4 CONSTRUCTION DOCUMENTS PHASE (See Exhibit A for, further Definition and Clarification) 2A.1 Based on the approved Design Development Documents and any further adjustments in the scope or quality of the Project or in the construction budget authorized by the Owner, the Design Professional shall prepare, for approval by the Owner, Construction Documents consisting of Drawings and Specifications setting forth in detail requirements for the construction of the Project, which shall comply with all applicable laws, statutes, ordinances, codes and regulations. Page 4 Q:\LDD\DEN02320\Dots\PSA\septoc12004 revised PSA\revisedTNP Morse Agrecmentsept04.doc 2.4.2 the Design Professional shall assist the Owner in the preparation of the necessary bidding or procurement in orrnation bidding or procurement forms, the Conditions of the contract, and the form of Agreement between the Owner and contractor- 2.43 the Design Professional shall advise the Owner of any adjustments to previous preliminary estimates of Construction Cost indicated by changes in requirements or general market conditions. 2AA The Design Professional shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of govemmtntaI authorities having jurisdiction over the Project. 2.5 CONSTRUCFION CONTRACT PROCIIRF.NI F.N'F (See Exhibit A for further Definition and Clarification) 25.1 The Design Professional, following the Owner's approval of the Construction Documents and of the latest preliminary detailed estimate of Construction Cost, shall assist the Owner in procuring a construction contract for the Project through any procurement method that is legally applicable to the Project including without limitation, the competitive scaled bidding process. Although the Owner will consider the advice of the Design Professional, the award of the construction contract is in the sole discretion of the Owner. 25.2 If the construction contract amount for the Project exceeds the total construction cost of the Project as set forth in the approved Detailed Statement of Probable Construction Costs of the Project submitted by the Design Professional, then the Design Professional, at its sole cost and expense, will revise the Construction Documents as may be required by the Owner to reduce or modify the quantity or quality of the work so that the total construction cost of the Project will not exceed the total construction cost set forth in the approved Detailed Statement of Probable Construction Costs. 2.6 CONSTRUCTION PHASE - ADMINISTRATION OF THE CONSTRUCTION CONTRACT (N/A) J 2.6.1 The Design Professional's responsibility to provide Basic Services for the Construction Phase under this Agreement commences with the award of the Contract for Construction and terminates at the issuance to the Owner of the final Certificate for Payment, unless extended under the terms of Subsection 8.3.2. 2.6.2 The Design Professional shall provide detailed administration of the Contract for Construction as set forth below. For design professionals the admmnistration shall also be in accordance with ALA document A201, General Conditions of the Con- tract for Construction, current as of the date of the Agreement, unless otherwise provided in the Agreement. For engineers the administration shall also be in accordance with the Standard Specifications for Public Works Construction by the North Central Texas Council of Governments, current as of the date of the Agreement, unless otherwise provided in the AgmemenL 2.63 Construction Phase duties, nespmsibilities and limitations of authority of the Design Professional shall not be restricted, modified or extended without written agreement of the Owner and Design Professional. 2.6.4 The Design Professional shall be a representative of and shall advise and consult with the Owner (1) during construction, and (2) at the Owners direction from time to fine during the correction, or warranty period described in the Contract for Con- struction. The Design Professional shall have authority to act on behalf of the Owner only to the extent provided in the Agreement and these General Condinons, unless otherwise modified by written instrument. 2.65 The Design Professional shall inspect the construction site at least two times a week, regardless of whether construction is in progress, to become familiar with the progress and quality of the work completed and to determine if the work is being performed in a manner indicating that the work when completed will be in accordance with the Contract Documents. Design Professional shall provide Owner a written report subsequent to each on -site visit. On the basis of on -site observations the Design Professional shall keep the Owner informed of the progress and quality of the work, and shall exercise the Degree of Care and diligence in discovering and promptly reporting to the Owner any defects or deficiencies in the work of Contractor or any subcontractors. The Design Professional represents that he will follow Degree of Care in performing all Services under the Agreement The Design Professional shall promptly correct any defective designs or specifications furnished by the Design Professional at no cost to the Owner. The Owners approval, acceptance, use of or payment for all or any part of the Design Professional's Services hereunder or of the Project itself shall in no way alter the Design Professional's obligations or the Owners rights hereunder. 2.6.6 the Design Professional shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety, precautions and programs in connection with the work. The Design Professional shall not be responsible for the Connectors schedules or failure to carry out the work in accordance with the Contract Documents except insofar as such failure may result from Design Professional's negligent acts or omissions. The Design Professional shall not have control over or charge of acts or omissions of the Contractor, Subcomactors, or their agents or employees, or of any other persons performing portions of the work. 2.6.7 The Design Professional shall at all times have access to the work wherever it is in preparation or progress. 2AS Except as may otherwise be provided in the Contract Documents or when direct communications have been specially authorized, the Owner and Contractor shall communicate through the Design Professional. Communications by and with the Design Professional's consultants shall be through the Design Professional. 2.6.9 Based on the Design Professional's observations at the site of the work and evaluations of the Contractors Applications for Payment, the Design Professional shall review and certify the amounts due the Contractor. Page 5 Q:\LDD\DEN02320\DocsTSA\seploct20o4 revised PSA\revisedTNP Morse Agreementsept04.doc 2.6.10 The Design Professional's certification for payment shall constitute a representation to the Owner, basal on the Resign Professional 's observations at the site as provided in Subsection 2 6.5 and on the dam comprising the Contractor's Application for Payment, that the work has pmgessed to the point indicated and that the quality of the Rork is in accordance with the Contract Documents. The foregoing representations are subject to minor deviations from the Contract Documents comcctnhle prior to completion and to specific qualifications expressed by the Design Professional. The issuance of a Cmificate for Payment shall further constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment shall not be a representation that the Design Professional has (I) reviewed construction means, methods, techniques, sequences or procedures, or (2) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum 2.6.11 The Design Professional shall have the responsibility and authority to reject work which dues 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 previsions of the Contract Documents, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Design Professional nor a decision made in good faith either to exercise or not exercise such authority shall give rise to a duty or responsibility of the Design Professional to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons performing portions of the work. 2.6.12 The Design Professional shall review and approve or take other appropriate action upon Contractor's subiniteds such as Shop Drawings, Product [Yates and Samples for the purpose of (I ) determining compliance with applicable laws, statutes, ordinances and codes; and (2) determining whether or not the work, when completed, will be in compliance with the requirements of Contract Documents. The Design Professional shall act with such reasonable promptness to cause no delay in the work or in the construction of the Owner or of separate contractors, while allowing sufficient time in the Design Professional's professional judgment to permit adequate review. Review of such subrttituds is not conducted for the purpose of dctemrining the accuracy and completeness of other details such as dimensions and quantities or for substantiating instructions for installation or performance of equipment or systems designed by the Contractor, all of which remain the responsibility of the Contractor to the extent required by the Contract Documents. The Design Professional's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Design Professional, of construction means, methods, techniques, sequences or procedures. The Design Professional's approval of a specific item shall not indicate approval of an assembly of which the item is a component When professional certification of performance charactensucs of materials, systems or equipment is required by the Contract Documents, the Design Professional shall be entitled to rely upon such certification to establish that the materials, systems or equipment will meet the performance criteria required by the Contract Documents. 2.6.13 The Design Professional shall prepare Change Orders and Construction Change Directives, with supporting documentation and data if deemed necessary by the Design Professional as provided in Subsections 3.1.1 and 3.3.3, for the Owner's approval and execution in accordance with the Contract Documents, and may authorize minor changes in the work not involving an adjustment in the Contract Sum or an extension of the Contract Time which are not inconsistent with the intent of the Contract Documents. 2.6.14 On behalf of the Owner, the Design Professional shall conduct inspections to determine the dates of Substantial Completion and Final Completion, and if requested by the Owner shall issue Certificates of Substantial and Final Completion. The Design Professional will receive and review written guarantees and related documents required by the Contract for Construction to be assembled by the Contractor and shall issue a final certificate for Payment upon compliance with the requirements of the Contract Documents. 2.6.15 The Design Professional shall interpret and provide recommendations on matters concerning perfortance of the Owner and Contractor under the requirernens of the Contract Documents on written request of either the Owner or Contractor. The Design Professional's response to such requests shall be made with reasonable promptness and within any time limits agreed upon. 2.6.16 Interpretations and decisions of the Design Professional shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings. When making such interpretations and initial decisions, the Design Professional shall endeavor to secure faithful performance by both Owner and Contractor, and shall not be liable for results or interpretations or decisions so rendered in good faith in accordance with all the provisions of this Agreement and in the absence of negligence. 2.6.17 The Design Professional shall render written decisions within a reasonable time on all claims, disputes or other matters in question between the Owner and Contractor relating to the execution or progress of the work as provided in the Contract Documents. 2.6.18 The Design Professional (1) shall render services under the Agreement in accordance with the Degree of Care; (2) will reimburse the Owner for all damages caused by the defective designs the Design Professional prepares and (3) by acknowledging payment by the Owner of any fees due, shall not be released from any rights the Owner may have under the Agreement or diminish any of the Design Professional's obligations thereunder. 2.6.19 The Design Professional shall provide the Owner with a digital copy and one set of reproducible prints showing all significant changes to the Construction Documents during the Construction Phase. The reproducible prints will be based on information provided to the Design Professional by others. Page 6 Q:\LDD\DHN02320\Docs\PSA\septocl2004 revised PSA\revisedTNP Morse AgreementsepL04.doc ARTICLE ADDITIONAL SERVICES 3.1 GENERAI 3.1.1 The services described in this Anicle 3 are not included in Basic Services unless so identified in the Agmemcnt 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 conimted in writing by the Owner. If services described under Contingent Additional Services in Section 3.3 are required due to ci¢urtcstances beyond the Design Professional's control, the Design Professional shall notify the Owner in writing and shall not cormnence such additional services until it receives worm approval from the Owner to proceed. If the Owner indicates in writing that all or pan of such Contingent Additional Services are not required, the Design Professional shall have no obligation to provide those scrvices. Owner will be responsible for compensating the Design Professional for Contingent Additional Services only if they are not required due to the negligence or fault of Design Professional. 3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES 3.2.1 If more extensive representation at the site than is described in Subsection 2.6.5 is required, the Design Professional shall provide one or more Project Representatives to assist in carrying out such additional on -site responsibilities. 3.2.2 Project Representatives shall be selected, employed and directed by the Design Professional, and the Design Professional shall be compensated therefore as agreed by the Owner and Design Professional. 33 CONTINGENT ADDITIONALSERVICES 33.1 Making material revisions in Drawing, Specifications or other documents when such revisions are: I. 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 enacttnent or revision of codes, laws or regulations subsequent to the preparation of such documents, or 3. due to changes required as a result of Owner's failure to render decision in a timely manner. 33.2 Providing services required because of significant changes in the Project including, but not limited to, size, quality, complexity, or the Owner's schedule, except for services required under Subsection 2.5.2. 333 Preparing Drawings, Specifications and other documentation and supporting data, and providing other services in connec- tion with Change Orders and Consuucuon Change Directives. 33.4 Providing consultation concerning replacement of work damaged by fire or other cause during construction, and furnishing services required in connection with the replacement of such work. 335 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. 33.6 Providing services in evaluating an extensive number of claims subrnnied 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 for preparing documents for alternate, separate or sequential bids or providing services in connection with bidding or construction prior to the completion of the Construction Documents Phase. 33.9 Notwithstanding anything contained in the Agreement, Proposal or these General Conditions to the contrary, all services described in this Article 3 that are caused or necessitated in whole or in part due to the negligent act or omission of the Design Professional shall be performed by the Design Professional as a part of the Basic Services under the Agreement with no additional compensation above and beyond the compensation due the Design Professional for the Basic Services. The intervening or concurrent negligence of the Owner shall not limit the Design Professional's obligations under this Subsection 3.3.9. 3.4 OPTIONAL ADDITIONAL SERVICES 3.4.1 Providing financial(Lasibilityorother special studies. Page 7 Q:\LDD\DEN02320\Docs\l'SA�seploct2004 revised PSA\revisedTNP Morse Agreementsept04_doc 3AL2 Providing planning surveys, site evaluations or comparative studies of prospective sites. 3A_I Providing special surveys, environmental studies and submissions required for approvals of governmental authorities or others havingjurisdiction over the Project. 3.4.4 Providing services relative to future facilities, systems and equipment. 3.45 Providing services to investigate existing conditions or facilities or to make measured drawings thereof. 3.4.6 Providing services to verify the accuracy of drawings or other in fomtation furnished by the Owner. 3A.7 Providing coordination of construction performed by separate contractors or by the Owner's own forces and coordination of services required in connection with construction perfomred and equipment supplied by the Owner. 3A.8 Providing detailed quantity surveys or inventories of material, equipment and labor. 3A.9 Providing analyses of operatingand maintenance costs. 3.4.10 Making investigations, inventories of materials or equipment, or valuations and detailed appraisals of existing facilities. 3.4.12 Providing assistance in the utilization of equipment or systems such as testing, adjusting and balancing, preparation of operation and maintenance manuals, training personnel for operation and maintenance and consultation during operation. 3A.13 Providing interior design and similar services required for or in connection with the selection, procurement or installation of furniture, furnishings and related equipment 3A.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 architectural, civil, structural, mechanical and electrical engineering por- tions of the Project provided as a part of Basic Services. 3.4.16 Providing any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural practice. 3A.17 Preparing a set of reproducible record drawings in addition to those required by Subsection 2.6.19, showing significant changes in the work made during construction based on marked -up prints, drawings and other data furnished by the Contractor to the Design Professional. 3A.18 Notwithstanding anything contained in the Agreement, Proposal or these General Conditions to the contrary, all services described in this Article 3 that are caused or necessitated in whole or in part due m the negligent act or omission of the Design Professional shall be perfomted by the Design Professional as a pan of the Basic Services under the Agreement with no additional compensation above and beyond the compensation due the Design Professional for the Basic Services. The intervening or concurrent negligence of the Owner shall not limit the Design Professional's obligations under this Subsection 3A.18. ARTICLE OWNER'S RESPONSIB LUIES 4.1 The Owner shall consult with the Design Professional regarding requirements for the Projec4 including (I ) the Owner's objectives, (2) schedule and design constraints and criteria, including space requirements and relationships, flexibility, expendability, special equipment, systems and site requirements, as rrtore specifically described in Subsection 2.2.1. 4.2 The Owner shall establish and update an overall budget for the Project, including the Construction Cost, the Owner's other costs and reasonable contingencies related to all of these costs. 43 If requested by the Design Professional, the Owner shall furnish evidence that financial arrangements have been made to fulfill the Owner's obligations under this AgreernenL 4A The Owner shall designate a representative authorized to act on the Owner's behalf with respect to the Project. The Owner or such authorized representative shall render decisions in a timely manner pertaining to documents submitted by the Design Professional in order to avoid unreasonable delay in the orderly and sequential progress of the Design Professional's services. 45 Where applicable, the Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as ap- plicable, grades and lines of streets, alleys, pavements and adjoining property and strucmns; adjacent drainage; rights-af-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data pertaining to existing buildings, other improvements and trees; and information concerning available utility Page 8 Q:\I.DD\DEN02320\Docs\PSA\septoct2004 revised PSA\revisedTNP Morse Agreementsept04.doc services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall he referenced to a project benchmark. 4.6 Where applicable, the Owner shall furnish the services of geolechnical engineers when such services am requested by the Design Professional- Such scmcs may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and resistivity tests, including necessary operations for anticipating sub -soil conditions, wah 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 pan of its Basic Services or Additional Services. 4.7 When not a part of the Additional Services, the Owner shall famish structural, mechanical, chemical, air and water pollution tests, tests of hazardous materials, and other laboratory and environmental tests, inspections and reports required by law or the Contract Documents. 48 The Owner shall famish all legal, accounting and insurance counseling services as may be necessary at any time for the Project, including auditing services the Owner may require to verify the Contractor's Applications for Payment or to ascertain how or for what purposes the Contractor has used the money paid by m en behalf of the Owner. 4.9 The services, information, surveys and reports required by Owner under Sections 4.5 through 4.8 shall be furnished at the Owners expense, and the Design Professional shall be entitled to rely upon the accuracy and completeness thereof in the absence of any negligence on the part of the Design Professional. 4.10 The Owner shall give prompt written notice to the Design Professional if the Owner becomes aware of any fault or defect in the Project or nonconformance with the Contract Documents. 4.11 Design Professional shall propose language for certificates or certifications to be requested of the Design Professional or Design Professional's consultants and shall subr it such to the Owner for review and approval at least fourteen (14) days prior to execution. The Owner agrees not to request certifications that would require knowledge or services beyond the scope of the Agreement ARTICLE 5 CONSTRUCTION COST 5.1 CONSTRUCTION COST DEFINED 5.1.1 The Construction Cost shall be the total cost or estimated cost to the Owner of all elements of the Project designed or specified by the Design Professional. 5.1.2 The Construction Cost shall include the cost at current market rates of labor and materials famished by the Owner and equipment designed, specified, selected or specially provided for by the Design Professional, plus a reasonable allowance for the Contractors overhead and profit. In addition, a reasonable allowance for contingencies shall be included for market conditions at the time of bidding and for changes in the work during construction. 5.13 Consnction Cost does not include the compensation of the Resign Professional and Design Profesional's consultants, the costs of the land, rights -of -way, financing or other costs which are the responsibility of the Owner as provided in Article 4. 5.2 RESPONSIBILITV FOR CONSTRUCTION COST IN/A) 5.2.1 Evaluations of the Owners Project budget, preliminary estimates of Construction Cost and detailed estimates of Construc- tion Cost prepared by the Design Professional represent the Design Professional's bestjudgment as a design professional familiar with the construction industry. It is recognized, however, that neither the Design Professional nor the Owner has control over the cost of labor, materials or equipment, over the Contractor's methods of determining bid prices, or over competitive bidding or market conditions. Accordingly, the Design Professional cannot and does not warrant or represent that bids or cost proposals will not vary from the Owner's Project budget or from any estimate of Construction Cost or evaluation prepared or agreed to by the Design Professional. 5.2.2 No fixed limit of Construction Cost shall be established as a condition of the Agreement by the famishing, proposal or establishment of a Project budget, unless such fixed limit has been agreed upon in wrifing and signed by the parties thereto. If such a fixed limit has been established, the Design Professional shall be permitted to include contingencies for design, bidding and price escalation, to determine what materials, equipment, component systems and types of construction are to be included in the Contract Documents, to make reasonable adjustments in the scope of the Project and to include in the Contract Documents alternate bids to adjust the Construction Cost to the fixed limit. Fixed limits, if any, shall be increased in the amount of an increase in the Contract Sum occurring after execution of the Contract for Construction. 5.23 If the Procurement Phase has not commenced within 90 days ALT the Design Professional submits the Construction Documents to the Owner, any Project budget or fixed limit of Construction Cost shall be adjusted to reflect changes in the general level of prices in the construction industry between the date of submission of Construction Documents to the Owner and the date on which proposals arc sought. Page 9 Q:\LDD\DEN02320NDocsTSA\septoct2004 revised PSA\revisedTNP Morse Agreementsept04.doc ARTICLE OWNERSHIP AND USE OF DOCUMENTS 6.1 The Drawings, Specifications and other documents prepared by the Design Professional for this Project arc instruments of the Design Professional's service and shall become the property of the Owvner upon termination or completion of the Agreement. 'Doe Design Professional is entitled to retain copies of all such documens Such documents; are intended only be applicable to this Project, and Ow nier s use of such documents in other projects shall be at Owner's sole risk and expense. In the event the Owner uses any of the information or materials developed pursuant to the Agreement in another project or for other purposes than are specified in the Agreement, the Design Professional is released from any and all liability relating to their use in that project 6.2 Submission or distribution of documents to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of the Design Professional's reserved rights. ARTICLE7 TERMINATION, SUSPENSION OR ABANDONMENT 7.1 The Design Professional may terminate the Agreement upon not less than thirty days written notice should the Owner fail substantially to perform in accordance with the term; of the Agreement through no fault of the Design Professional. Owner may terminate the Agreement or any phase thereof with or without cause upon thirty (30) days poor written notice to the Design Professional. All work and labor being perlbrred under the Agreement shall cease immediately upon Design Professional's receipt of such notice. Before the end of the thirty (30) (lay period, Design Pmfessional shall invoice the Owner for all work it satisfactorily performed prior to the receipt of such notice. No amount shall be due for lost or anticipated profits. All plans, field surveys, and other data related to the Project shall become property of Owner upon termination of the Agreement and shall be promptly delivered to the Owner in a reasonably organized form. Should Owner subsequently contract with a new Design Professional for continuation of services on the Project, Design Professional shall cooperate in providing information. 7.2 If the Project is suspended by the Owner for more than 30 consecutive days, the Design Professional shall be compensated for services satisfactorily perforated poor to notice of such suspension. Whim the Project is resumed, the Design Professional's compensation shall be equitably adjusted to provide for expenses incurred in the interruption and resumption of the Design Professional's services. 73 The Agreement may be terminated by the Owner upon not less than seven days written notice to the Design Professional in the event that the Project is permanently abandoned. If the Project is abandoned by the Owner for more than 90 consecutive days, the Design Professional or the Owner may terminate the Agreement by giving written notice. 7A Failure of the Owner to make payments to the Design Professional for work satisfactorily completed in accordance with the Agreement shall be considered substantial nonperformance and cause for termination. 75 If the Owner fails to make payment to Design Professional within thirty (30) days of receipt of a statement for services properly and satisfactorily performed, the Design Professional may, upon seven days written notice to the Owner, suspend performance of services under the Agreement 7.6 In the event of termination not the fault of the Design Professional, the Design Professional shall be corrgtensated for services properly and satisfactorily performed prior to termination. ARTICLE 8 PAYMENTS TOTIIE DESIGN PROFESSIONAL 8.1 DIRECT PERSONNEL EXPENSE 8.1.1 Direct Personnel Expense is defined as the direct salaries of the Design Professional's personnel engaged on the Project and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions and similar contributions and benefits. 8.2 REIMBURSABLE EXPENSES 8.2.1 Reimbursable Expenses arc in addition to compensation for Basic and Additional Services and include expenses incurred by the Design Professional and Design Professional's employees and consultants in the interest of the Project, as identified in the following Clauses. 8.2.1.1 Expense of transportation in connection with the Prcjrct; expenses in connection with authorized out-of-town travel; longdism ee communications; and fees paid for securing approval of authorities havingjunsdiction over the Project. 8.2.1.2 Expense of reproductions (except the reproduction of the sets of documents referenced in Subsection 2.6.19), postage and handling of Drawings, Specifications and other documents. 8.2.13 If authorized in advance by the Owner, expense of overtime work requiring higher than regular rates. 8.2.IA Expense of renderings, models and mock-ups requested by the Owner. 8.2.15 Expense ofcomputer-aided design and dmlting equipment time whim used in connection with the Project. Page 10 Q\LDD\DEN02320\Docs\PSA\septoct2004 revised PSA\revisedTNP Morse Agreementsep104.doc 8.2.1.6 Other expenses that are approved in advance in writing by the Owner 83 PAYMENTSONACCOUNTOF BASICSERVICES 83.1 Payments for Basic Services shall be made monthly and, where applicable, shall be in proportion to services performed within each phase of service, on the basis set forth in Section 2 of the Agreement and the schedule of work. 83.2 If and to the extent that the time initially established in the Agreement is exceeded or extended through no fault of the Design Professional, compensation for any services rendered during the additional period of time shall be computed in the manner set forth in Section 2 of the Agreement. 833 When compensation is based on a percentage of Construction Cost and any portions of the Project are deleted or otherwise not constructed, compensation for those portions of the Project shall he payable to the extent services are performed on those portions, in accordance with the schedule set forth in Section 2 of the Agreement based on (I ) the lowest bona fide bid or (2) if no such bid or proposal is received, the most recent preliminary estimate of Construction Cost or detailed estimate of Construction Cost for such portions of the Project. 8.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES 9ALI Payments on account of the Design Professional's Additional Services and for Reimbursable Expenses shall be made monthly within 30 days after the presentation to the Owner of the Design Professional's statement of services rendered or expenses incurred. 85 PAYMENTS WITHHELD No deductions shall be made from the Design Professional's compensation on account of penalty, liquidated damages or other turn withheld from payments to contractors, or on account of the cost of changes in the work other than those for which the Design Professional is responsible. 8.6 DESIGN PROFESSIONAL'S ACCOUNTING RECORDS Design Professional shall make available to Owner or Owner's authorized representative records of Reimbursable Expenses and expenses pertaining to Additional Services and services performed on the basis of a multiple of Direct Personnel Expense for inspection and copying during regular business hours for three years after the dale 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 omissions of the Design Professional or its officers, shareholders, agents, or employees in the execution, operation, or 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 panics' defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to the Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE 10 INSURANCE During the performance of the Services under the Agreement, Design Professional shall maintain the following insurance with an insurance company licensed to do business in the Slate of Texas by the Stale 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 $1,000,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than $100,000 in the aggregate. 10.2 Automobile Liability Insurance with bodily injury limits of not less than S500,000 for each person and not less than $500,000 for each accident, and with property damage limits of not less than $100,000 for each accident. 10.3 Worker's Compensation Insurance in accordance with statutory requirements, and Employers' Liability Insurance with limits of not less than SI00,000 for each accident including occupational disease. 10.4 Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate 10.5 The Design Professional shall furnish insurance certificates or insurance policies to the Owner evidencing insurance in compliance with this Article 10 at the time of the execution of the Agreement. The General Liability and Automobile Liability insurance policies shall name the Owner as an additional insured, the Workers' Compensation policy shall contain a waiver of subrogation in favor of the Owner, and each policy shall contain a provision that such insurance shall not be canceled or modified without thirty (30) days' prior written notice to Owner and Design Professional. In such event, the Page 11 Q�\LDD\DEN02320\1)ocsTSA\septoc0004 revised PSA\revisedTNP Morse Agreementsept04.doe Design Professional shall, prior to the effective date ul the change or cancellation, furnish Owner with substitute certificates of insurance meeting the requirements of' this Article 10. ARTICLE 11 MISCELLANEOUS PROVISIONS 11.1 The Agreement shall be governed by the laws of the State of Texas. Venue of any suit or cause of action under the Agreement shall lie exclusively in Denton County, Texas. 11.2 The Owner and Design Professional, respectively, bind themselves, their partners, successors, assigns and legal repmsen- tatives 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 'Ibe Design Professional shall not assign its interests in the Agreement will the written consent of the Owner. 11.3 The term Agreement as used herein includes the executed Agreement, the Proposal, these General Conditions and other attachments referenced in Section 3 of the Agreement which together represent the entire and integrated agreement between the Owner and Design Professional and supersedes all prior negotiations, representations or agreements, either written or oral. The Agreement may be amended only by written instrument signed by both Owner and Design Professional. When interpreting the Agreement the executed Agreement, Proposal, these General Conditions and the other attachments referenced in Section 3 of the Agreement shall to the extent that is reasonably possible be read so as to harmonize the previsions. Ilowever, should the provisions of these documents be in conflict so that they can not be reasonably harmonized, such documents shall be given priority in the following order: I. The executed Agreement 2. Attachments referenced in Section 3 of the Agreement other than the Proposal 3. Thesc General Previsions 11.4 Nothing contained in the Agreement shall create a contractual relationship with or a cause of action in favor of third party against either the Owner or Design Professional. 115 Upon receipt of prior written approval of Owner, the Design Professional shall have the right to include representations of the design of the Project, including photographs of the exterior and interior, among the Design Professional's promotional and professional materials. The Design Professional's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Design Professional in writing of the specific information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Design Professional on the construction sign and in the promotional materials for the Project. 11b Approval by the Owner shall not constitute, nor be deemed a release of the responsibility and liability of the Design Professional, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by the Owner for any defect in the design or other work prepared by the Design Professional, its employees, subcontractors, agents, and consultants. 11.7 All notices, communications, and reports required or permitted under the Agreement shall be personally delivered or mailed to the respective 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 parry to whom such notice is given, or within three (3) days after mailing. 11.8 If any provision of the Agreement is found or deemed by a court of competent jurisdiction to he 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 panics 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. 11.10 In performing the Services required hereunder, the Design Professional shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. 11.11 The captions of the Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of the Agreement. Page 12 Q:\LDD\DEN02320\Docs\PSA\septoc0004 revised PSA\revisedTNP Morse Agreementsept04.doc EXHIBIT 'A' ITEMIZED SCOPE OF SERVICES BASIC SERVICES PROJECT DESCRIPTION The scope of Basic Services for this project generally includes preparation of detailed plans for improvements to an approximately 700' portion of an unnamed, unstudied tributary of Pecan Creek at Morse Street. Basic Services also includes preparation of Schematic Plans. Special Services include the following: • Corps of Engineers 404 regulatory permitting • Hydraulic Analysis, as part of the Schematic Phase • Preparation of record drawings from City of Denton Construction records. GENERAL A. Basis for Scope of Services The following assumptions were used by the ENGINEER for the preparation of the scope of services for this project: The project area includes areas that will be considered jurisdictional waters as defined in the Clean Water Act, and will require Section 404 permitting through the Corps of Engineers although we will attempt to design the project to avoid an Individual Permit. At this point we anticipate that an Individual Permit will be necessary. Corps of Engineers 404 permitting will be conducted on an hourly basis as part of Special Services because the effort needed is difficult to fix prior to meeting with the Corps. An allowance for this effort is included in the proposal. This allowance represents an estimated fee, not a maximum fee. In the event that additional charges are accrued, a contract amendment will be necessary. 2. The project will be designed and constructed in accordance with the City of Denton Standard Specifications and the Drainage Design Criteria Manual, February 2002. 3. Right-of-way acquisition has already been completed, and the City of Denton has provided descriptions of the property acquired. No right-of-way analysis or acquisition is anticipated as part of Basic Services. 4. This unnamed tributary of Pecan Creek is not a studied stream and its drainage area is less than one square mile, and as a result, will not require a LOMR. However, modeling will be conducted, and a report with exhibits will be prepared to delineate the 100-year floodplain both for pre -project and post -project conditions. Exhibit A —Page 1 5. It is expected that the proposed channel will be a concrete lined trapezoidal channel. A drop structure will be necessary to keep the slope of the channel flat enough to prevent supercritical flow. 6. A temporary construction easement will be required from the Denton Independent School District (DISD), as well as a drainage easement. City of Denton will provide temporary and drainage easements to ENGINEER. 7. Field Design Surveys will be provided by the City of Denton. 8. All issues with relation to the City of Denton Tree Ordinance will be handled by the City of Denton. B. Design Meetings The ENGINEER will meet regularly as needed with the City of Denton staff during the development of the preliminary and final plan phases of the project. C. Data Collection The ENGINEER will collect, compile and evaluate existing data collected from the City of Denton or other entities that provide available existing information related to the design of the project. 2. A location map with a schematic plan will be provided to the affected utility companies by the ENGINEER during the preliminary plan phase. These schematics will be used by the utility companies to show approximate locations of their facilities that are or may be affected by the project. 3. The ENGINEER will make every effort to obtain as -built, record and/or future plans for the following facilities in the project area including: a. Culverts b. Roadway C. Water Lines d. Sanitary Sewer Lines e. Storm Drain Lines f. Telephone and Cable TV Underground and/or Overhead Lines g. Electric Underground and/or Overhead Lines It. Gas Lines i. Other Utilities Known to Serve the Project Area 4. The ENGINEER will compile the preliminary information obtained above for later use in the field to help surveyors tie existing utility locations. The locations of utilities tied from field surveys will be shown on the paving and drainage plans, as appropriate. 5. The ENGINEER will identify potential utility conflicts and provide this information to utility companies during the preliminary plan phase. The City of Denton will notify the utilities to relocate their facilities at the appropriate time during and after the design phase. Exhibit A — Page 2 SCHEMATIC PHASE A. Design Concept Conference The ENGINEER will arrange a design concept conference with the CITY to establish design guidelines, design frequencies, and other criteria to be used on the project. B. Schematic Plans The ENGINEER will prepare schematic plans that depict the proposed channel and culvert improvements. The schematic plans will depict: a. Plan view of the preliminary alignment of the proposed improvements b. Typical sections reflecting the proposed channel geometry. C. Preliminary floodplain mapping based on the schematic plans and the hydraulic analysis. FINAL DESIGN PHASE A. Channel and Culvert Design The ENGINEER will develop final design of the proposed channel and culvert improvements. This design will include the proposed horizontal and vertical alignments. The plan sheets will be at a 1"=20' scale and contain topographic information, existing and proposed right-of-way and property lines, existing underground utilities at locations of conflict, existing fences, locations of driveways and other surface features, baselines, and other pertinent existing features. The plans will also show proposed channel and culvert improvements, contours where necessary, limits of structures, limits of retaining walls, if any, drainage structures including pipes, limits of barriers and any other information necessary for channel construction. Profiles at 1'=20' horizontal scale and V= 4' vertical scale will contain existing ground lines at the proposed profile grade line, limits of structures and profile elevations at 100 foot intervals. 2. The ENGINEER will prepare cross -sections along the channel at 50-foot intervals. These cross -sections will depict the proposed improvements, and will form the basis for the determination of earthwork quantities. Cut and fill quantities will be computed and tabulated, referencing cross -sections. Cross - sections will be included in preliminary and final plans. B. Other Channel Design Elements A project title sheet will be prepared as required and included in the plans. 2. Project layout sheets will be prepared at a uniform scale that clearly indicates the limits of the entire project and the main construction elements of the project. 3. Channel horizontal and vertical control and horizontal curve data will be shown on the plans. Exhibit A — Page 3 4. Details will be developed as necessary, including channel and culvert details, drainage, utility, and miscellaneous details to describe the various types of construction when the CITY has no pertinent standard details available. 5. Stormwater Pollution Prevention Plans (SWPPP) will be prepared for the project by the Contractor and not the ENGINEER. 6. Traffic control plans will be prepared at an appropriate scale and will show existing conditions and detours necessary to maintain traffic flow during each phase of the construction. Traffic control plans will be in accordance with the Texas Manual of Uniform Traffic Control Devices. C. Submit Preliminary Plans (70%) for Review 1. Submit five (5) sets of 11" x 17" preliminary plans for CITY review, along with an Opinion of Probable Construction Cost. 2. Project quantities will be calculated and tabulated based upon the preliminary design for use by CITY staff. An outline of the expected technical specifications will also be submitted at this time. 3. Submit plans to utility companies for review. 4. Meet with the CITY to review and discuss the results of the preliminary plan review, as necessary. D. Prepare Final Design Plans 1. Incorporate CITY review comments and directives from the preliminary plan review in the preparation of final construction plans. 2. Revise the preliminary quantities per changes in the final design and CITY review comments. 3. Prepare final bid documents and construction specifications. E. Submit Final Plans, Specifications, and Contract Documents for CITY review 1. Submit five (5) sets of 11" x 17" final plans and final bid documents for CITY review and approval, with updated cost estimates. 2. Submit detailed drawings and plans/specifications to appropriate regulatory agency (ies) and obtain clearance. Submit copies of detailed drawings to City to provide to utility companies to relocate utilities as needed for construction. 4. Meet with the CITY to review and discuss the results of the final design phase, as necessary. 5. Revise the plans and specifications to incorporate City and regulatory agency and utility company review comments. Exhibit A — Page 4 F. BIDDING PHASE ENGINEER will assist the CITY in the advertisement of the projects for bid. The CITY shall bear the cost of advertisement. The ENGINEER shall provide the CITY with one mylar reproducible 24" x 36" set of final construction drawings and one original unbound final specification book. The CITY shall be responsible for providing all necessary reproduction of construction plans, specifications and contract documents for use in obtaining bids, awarding contracts, and constructing the project. The CITY shall be responsible for dispersing all plans and specifications from its purchasing department to prospective bidders. 2. ENGINEER will provide technical support to the CITY during the Bidding & Contract Award phase by responding to bidder and CITY questions, creating addenda, attending the bid opening, reviewing and tabulating the bids, and making a recommendation of award to the CITY. SPECIAL SERVICES TO BE PROVIDED BY ENGINEER Special Services to be provided by the ENGINEER for this Project include: • Corps of Engineers 404 permitting • Hydraulic Analysis, as part of the Schematic Phase • Record drawings from City Inspector records. The scope of work for these Special Services are more generally described as follows: CORPS OF ENGINEERS 404 PERMIT Coordination with the Corps of Engineers and preparation of permit data will be performed on an hourly basis at standard TNP billing rates as shown on Attachment 'C'. It is assumed that an Individual Permit will be required. An allowance is included in the proposed fee for necessary 404 permitting. HYDRAULIC ANALYSIS A. Hydraulic Analysis The ENGINEER will make use of the City of Denton Drainage Master Plan to develop existing and fully developed conditions hydrology. The ENGINEER will develop HEC-2 or HEC-RAS models representing the existing channel. These models will be used to evaluate the flow in the existing channel, and will be modified to reflect proposed improvements. 3. The ENGINEER will develop a map depicting the impact of the proposed project on the floodplain delineation and base flood elevations. Exhibit A — Page 5 3. The ENGINEER will develop a map depicting the impact of the proposed project on the floodplain delineation and base flood elevations. RECORD DRAWINGS 1. Perform plan revisions as needed to accurately reflect these constructed conditions from City of Denton construction records. 2. Provide one mylar drawing set of record drawings for City records. 3. In the event that construction differs significantly from the approved construction plans, the associated fee for preparation of the record drawings may be adjusted. ITEMS TO BE PROVIDED BY CITY TO THE ENGINEER The CITY or the CITY's designee will provide or make available to, or assist the ENGINEER in obtaining the following services, information and materials upon request: 1. Available past studies, correspondence, materials and mapping relative to the project. 2. Aerial topographic data in electronic format, compatible with AutoCAD R14 or AutoCAD 2000i. 3. Copies of construction plans and plats for developed property adjacent to the project. 4. Assistance in obtaining data from third party sources which is available to the CITY at no cost to the ENGINEER. 5. Current City of Denton Standard Details, Specifications and/or Contract Document data, such as required prevailing wage rates. PROJECT SCHEDULE Schematic Phase The Schematic Phase will include the hydraulic analysis. Based on the survey and the hydraulic analysis, the schematic plans will be submitted within 8 weeks of written Notice to Proceed. Final Design Phase - Preliminary Plans (70%) Complete within 6 weeks of CITY approval of schematic plans Final Design Phase - Final Plans (100%) Complete within 4 weeks of CITY approval of Preliminary Plans Record Drawings Exhibit A — Page 6 This schedule assumes an orderly progression of the ENGINEER's services. Delays beyond the control of the ENGINEER may be cause for extension of this period of service. If CITY has requested significant modifications or changes in the general scope, extent or character of the Project, the time of performance of ENGINEER's services shall be adjusted equitably. Exhibit A — Page 7 EXHIBIT 'B' SCHEDULE OF FEES A. BASIC SERVICES: For work performed by the ENGINEER within the scope identified in EXHIBIT A, Itemized Scope of Services, the ENGINEER will be reimbursed as described below: 1 E t 11 Labor The following fixed fees shall be paid to the ENGINEER for labor involved in the various items of work within the scope of Basic Services identified in EXHIBIT A: BASIC SERVICES Direct Expenses -Fixed Fee Reproduction & Printing Total Fee for Basic Services TOTAL (BASIC SERVICES) SPECIAL SERVICES: $ 18,400 $ 500 $ 18,900 Work performed by the ENGINEER outside that scope identified in EXHIBIT A, Itemized Scope of Basic Services, shall be considered Special Services as identified in Exhibit A, Special Services to be Provided by the Engineer. The ENGINEER will be reimbursed for Special Services as described below: 1. Labor The following fees shall be paid to the ENGINEER for labor involved in the various items of work within the scope of Basic Services identified in EXHIBIT A: Hydraulic Analysis -Fixed Fee $ 5,300 COE 404 Permits -Hourly Estimated $ 16,350 Record Drawings -Fixed Fee $ 1,100 TOTAL (SPECIAL SERVICES) $ 22,750 Exhibit B— Page 1 C« ►� A ADDITONAL SERVICES Labor Work Added during the Contract shall be reimbursed on the basis of negotiated fees for each item of service provided, as mutually agreed to by the ENGINEER and CITY; or labor of personnel employed by the ENGINEER will be reimbursed on an hourly basis in accordance with EXHIBIT C, Standard Rate Schedule. Direct Expenses Direct Expenses added during the Contract such as printing, reproductions, automobile mileage, delivery/courier services, etc will be reimbursed to the ENGINEER. A not -to -exceed amount will be established and agreed to for each item of service provided. SUMMARY OF FEES: 1. Basic Services Labor Direct Expenses TOTAL BASIC SERVICES 2. Special Services Labor TOTAL SPECIAL SERVICES 3. Total Fees for Project TOTAL FEES $18,400 500 $18,900 22 750 $22,750 $41,650 Exhibit B- Page 2 EXHIBIT C TEAGUE NALL AND PERKINS, INC. Standard Rate Schedule for Reimbursable/Multiplier Contracts Effective January 1, 2005 to December 31, 2005' Engineering / Technical From To Principal $120 - $205 Per Hour Project Manager $100 - $145 Per Hour IT Manager $100 - $110 Per Hour Senior Engineer $90 - $145 Per Hour Engineer $80 - $110 Per Hour Graduate Engineer $65 - $95 Per Hour Landscape Architect / Planner $85 - $100 Per Hour Designer $70 - $95 Per Hour Senior Designer $90 - $120 Per Hour CAD Draftsman $35 - $60 Per Hour CAD Technician $50 - $75 Per Hour Senior CAD Technician $70 - $90 Per Hour IT Technician $60 - $75 Per Hour Clerical $45 - $65 Per Hour Resident Project Representative $70 - $90 Per Hour aurvey orrice Manager $1ZU - $130 R.P.L.S. $95 - $120 Senior Survey Technician $70 - $85 Junior Survey Technician $50 - $70 2-Person Field Crew w/Equipment $90 3-Person Field Crew w/Equipment $105 4-Person Field Crew w/Equipment $130 1-Person G.P.S. Crew w/Equipment $110 2-Person G.P.S. Crew w/Equipment $130 3-Person G.P.S. Crew w/Equipment $150 1-Person Robotic Crew w/Equipment $90 2-Person Robotic Crew w/Equipment $110 3-Person Robotic Crew w/Equipment $125 Direct Cost Reimbursables Photocopies $0.10/page letter and legal size bond paper, B&W $0.20/page 11" x 17" size bond paper, B&W $2.00/page 22" x 34" and larger bond paper or vellum, B&W Plots $1.00/page 11" x 17" size bond paper, B&W $2.00/page 11" x 17" size bond paper, color $2.00/page 22"x34" and larger bond paper or vellum, B&W $4.00/page 22"x34" and larger bond paper or vellum, color $4.00/page 22"x34" and larger mylar or acetate, B&W Mileage $0.40/mile All Subcontracted and outsourced services billed at rates comparable to TNP's billing rates shown above. Rates shown are for calendar year 2005 and are subject to change in subsequent years. 0 %LDMDEN02320M3=kPSAsWac ON re,S PSAWM SVeel CMnnHE 61C dM