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HomeMy WebLinkAbout2004-278FILE REFERENCE FORM 2004-278 X Additional File Exists Additional File Contains Records Not Public, According to the Public Records Act Other FILES Date Initials Change Order One — Ordinance No. 2005-215 08/16/05 J R ORDINANCE NO. 01 — a l e AN ORDINANCE AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH THE FIRM OF ARTHUR SURVEYING CO., INC. TO PROVIDE PROFESSIONAL SURVEYING SERVICES IN SUPPORT OF THE CITY OF DENTON ENGINEERING DEPARTMENT; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFORE AND PROVIDING AN EFFECTIVE DATE (PSA 3219—IN AN AMOUNT NOT TO EXCEED $150,000). 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. That the City Manager is hereby authorized to enter into a professional service contract with Arthur Surveying Co., Inc. to provide professional surveying services for the City of Denton Engineering Department, a copy of which is attached hereto and incorporated by reference herein. SECTION 2. The City Manager is authorized to expend funds as required by the attached contract. SECTION 3. The findings in the preamble of this ordinance are incorporated herein by reference. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. S� PASSED AND APPROVED this the — day of 2004. EULINE BROCK, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY AM BY: _ PSA 3219 PROFESSIONAL SERVICES AGREEMENT FOR ARCHITECT OR ENGINEER TTHS AGREEMENT is made and entered into as of the day of 2004, by and between the City of Denton, Texas, a Texas municipal co oration, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called "Owner" and Arthur Surveying Co., Inc., with its corporate office at 220 Elm Street, Suite 200, P.O. Box 54, Lewisville, Texas 75067, 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 or surveyor, 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, iw connection with the Project. The Project shall include, without limitation, Indefinite Delivery Surveying Services -with Attachments A, B, and C. Page 1 HASu ey Services\Con4ac12005Wthw Su c*g Agr mtdm Revised 5-30-02 i°lT;-H RI,^LS [IGHT. RECEIVED <<'_ll P 15 Pri D: 29 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 not exceed$150,000 without additional authorization from the Owner. 2.1.2 Progress payments for Basic Services shall be paid at hourly reimbursable rates in accordance with Attachment `B' and `C' for services performed by the Design Professional, plus any direct cost reimbursables. 2.2 REIMBURSABLE EXPENSES Reimbursable Expenses shall generally be a multiple of 1.10 times the expenses incurred by the Design Professional, the Design Professional's employees and consultants in the interest of the Project as defined in the General Conditions. Reimbursable expenses as agreed to between the Owner and Design Professional are described in more detail in Attachment `C'. SECTION 3 ENTIRE AGREEMENT This Agreement includes this executed agreement and the following documents all of which are attached hereto and made a part hereof by reference as if fully set forth herein: 1. Applicable portions of the City of Denton General Conditions to Agreement for Architectural or Engineering Services. 2. Attachments A through C. This Agreement is signed by the parties hereto effective as of the date first above written. Page 2 I IASu cy Servicn\Contmet 2005\Arthur Surveying Agmement.doc Revised 5-30-02 ATTEST: WALTER& CITY SECRETARY APPROVED AS ,;LEGAL FARM: HERBERT L. d . CITY ATTORNEY f:W WITNESS: MR. M., Im Page 3 CITY OF DENTON B AMICOCO F CITY MANAGER H.\Smvay Se`vicea\Contract 2005\AAhm Su eying Ag¢ mLdoc Rwiaed 5-30-02 ATTACHMENT 'A' SCOPE OF BASIC SERVICES The scope of Basic Services for this project generally consists of professional surveying services in support of the City of Denton (Owner) as administered by the City of Denton Engineering Department. Services will be on an indefinite delivery basis for specific tasks or projects as requested by City staff. The total amount of work is undetermined and may be limited by the total maximum compensation indicated in Section 2, Compensation, of the Professional Services Agreement. Specific tasks may include the following: • Construction staking • Field design surveys • Topographic surveys • Boundary surveys and analysis • Preparation of easement or right-of-way exhibits • GPS monument placement • Other professional surveying services as requested All survey services will be performed under the direct supervision of a Registered Professional Land Surveyor (RPLS) licensed to practice in the State of Texas. The Design Professional will seal all boundary surveys and other documents requiring the seal of an RPLS. All surveying services will meet or exceed the minimum standards of practice established by the Texas Board of Professional Land Surveyors. In addition to field crew(s), the Design Professional will provide the services of an RPLS and/or survey technician to support the field crew, both to prepare materials prior to field work and to compile, analyze or map the information gathered by the field crew or to otherwise prepare the work of the field crew for delivery to the Owner. PROCEDURE A representative of the Owner will provide the Design Professional with a written Survey Request Form. This request will provide a minimum of forty-eight (48) hours notice of the need for specific services and will outline briefly the nature of the work to be provided along with the necessary timeline. If the Design Professional is unable to meet the required schedule, he will notify the Owner within twenty-four (24) hours so that other provisions or a revised schedule can be arranged. Once the Design Professional has reviewed the preliminary information provided with the Survey Request Form and has agreed to accept the specific assignment as detailed, the Owner will provide detailed information, including written instructions, construction plans or drawings, deeds, sketches, electronic drawing files, or any other information necessary to complete the assignment. Upon review of the detailed information, the Design Professional will provide an estimate of the effort and/or cost of services to the Owner's designated representative. Upon completion of the work, the Design Professional will provide electronic files, plots, maps, exhibits, field notes, point files, and/or other materials as requested by the Owner. Deliverables will be produced and transmitted to the Owner using standards established and set forth by the City of Denton Engineering Department. HASurv•y s«vi=\ConmcAAmchm=t A.dw Exhibit A — Page 1 ATTACHMENT'B' SCHEDULE OF FEES A. BASIC SERVICES: For work performed by the Design Professional within the scope identified in Attachment A, Scope of Basic Services, the Design Professional will be reimbursed as described below: 1. Labor Design Professional shall be reimbursed on the basis of negotiated fees for each item of service provided, as mutually agreed to by the Design Professional and the Owner, or on the basis of labor of personnel employed by the Design Professional on an hourly basis in accordance with ATTACHMENT 'C', Standard Rate Schedule for Reimbursable/Multiplier Contracts. When services are based on hourly reimbursable rates, the time charged will not include travel time to the project site from the Lewisville office of the Design Professional and will cease upon completion of the task in Denton. No travel time will be charged by the Design Professional. 2. Direct Expenses Direct expenses, such as printing, reproductions, delivery/courier services, etc. will be reimbursed to the Design Professional at his direct invoice expense times a multiplier as set forth in Attachment'C'. Where appropriate, a not -to -exceed amount will be established and agreed to for each item of service provided. H:\Sum"Sa =\ComnctUftachm=t B.doe Exhibit B — Page 1 ATTACHMENT'C' STANDARD RATE SCHEDULE FOR REIMBURSABLEIMULTIPLIER CONTRACTS (to be attached by the Design Professional) HASuivey Services\CoatnctWttachmmt C.doc rthur Surveying Co., Inc. Professional Land Surveyors P.0.8ox 54 — Lewisville, Texas 75067 220 Om Slreet, Ste. 200 — Lewisville, Texas 75057 PH. (972) 221-9439 FAX (972) 221-4675 SCHEDULE OF HOURLY RATES 220 Elm Street, Suite #200 Lewisville, Texas 75067 Effective January 2003 Registered Professional Land Surveyor Project Representative Senior Technician Junior Technician Survey Coordinator Office Manager Office Clerical Conventional Field Crew/ Junior Party Chief Conventional Field Crew/ Senior Party Chief GPS Field Crew $100.00 per hour $50.00 per hour $75.00 per hour $45.00 per hour $50.00 per hour $50.00 per hour $30.00 per hour $80.00 per hour $100.00 per hour $125.00 per hour STAKES: Stakes will be charged at cost + 10% if an excessive member are required. (Typically included in crew rate.) IRONS: Irons will be charged at cost + 10% if an excessive member are required. (Typically included in crew rate.) SPECIAL MONUMENTS: Special Monuments will be charged at cost + 10%. SPECIAL EQUIPMENT: Any special equipment required on a job will be charged at rental cost + 10%. OVERTIME RATES: Jobs requiring work on weekends or holidays will be billed at 1.5 times the standard rate. Each project is evaluated to determine the best/most cost effective personnel for that particular project. The number of persons on a field crew is determined in the same manner. There is no cost difference in a 2 or 3 man crew. SCHEDULE OF REIMBURSABLE EXPENSES Reproduction -Out of -House Actual Expense x 1.5 Vellum Prints $10.00 / sheet Mylar Prints $ 20.00 / sheet .. . Bond Prints $1.50 / sheet Boundary surveys, exhibits, etc. requiring a lump sum price, please call for a quote @ 972-221-9439. CITY OF DENTON GENERAL CONDITIONS TO AGREEMENT FOR ARCHITECTURAL OR ENC ARTICLE I. 1.1 The AmhiW or Engmoses services consist of those service for the Frojed (s defined in the agrommat (the "Agmemem'n and proposal (the'Th pmar) to which those Gmeol Conditions areattadtad) perfumed by the Architect or Eng seer (hereinafter called Ihe'Dsign Professiond) m Design Profssional'a employees and consultants as mum rated in Articles 2 anal 3 of thseGrneral Conditions as modified by the Agmemmt and Proposal (the "Services'). 13 The Deeign Professional will perform all Services as an independent contractor to the psovailumg professional standards consistent with the level of care and akin md'marily menascd by member of the same profession ca ently practicing in the same locality under similar conditions, including reasonable, informed judgmmh and pmmpt timely action (the'Degme of Care" ). The Services shall be performed as wgxAtiosly as is consisted with the Degree of Care necessary for the orderly progress of the Project Upon request of the Owner, the Design Professional shall submit far the Ownees approval a schedule for the performance of the Services which may be adjusted as the Project pmceeds, and shag include allowances for periods of time mquvd for the Ownees review and for approval of submissions by authorities having jurisdiction over the Project Time limits established by this schedule and approved by the Owner slap not, accept for reasonable came, be seeded by the Design Professional or Owner, and my djshmerds 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 22 through 26 of those General Conditions and incde without limitation normal muchual, cK mechanical and electrical coginowing services and any other engineering services nee mary to poduce a complete and accroste act of Construction Documents, as described by and required in Section 2.4. The Buie Swim may be modified by the Agmmneat 22 SCHEMATIC DESIGN PHASE 22.1 The Design Professioal, in consultation with the Owner, shag develop a written program for the Project to ascertain Ownees Wads and to establish the requirements for the Project. 222 The Design Professional dug provide a pmlknkwy evoluatian of the Ownees program, construction schedule and eombuction budget mqui mems, each in more of the other, subject to the limitations set forth in Subsection 5.21. 223 The Design Profssimai slug review with the Owner alternative approaches to design and cosbuclion of the Project. 224 Based on the mutually agrad-upon program, schedule and construction budget requirements, the Design Professional slug prepare, for appmvd by the Ownm, Schematic Design Documents consisting of dmwmgs and olha documents illustrating the scab and relationship of Projed components. The Schmvetie Design shall contemplate compliance with all applicable laws, statutes, ordinances, codes and regulations. 225 The Design Professional dug submit to the Owner a preliminary detailed estimate of Construction Cod based on currant see, volume or older unit coats and which indicates the cost of each category of work involved in contracting the Project and establishes an elapsed time factor for the period of time from the commmcanenl to the completion of construction. 23 DESIGN DEVELOPMENT PHASE 2.3.1 Based on the approved Schematic Design Documents and my adjustments authorved by the Ownerm thepmgram, schedule orcroshuclion budget, the Dodge Professional shall prepare for approval by the Owner, Design Development Dooummts consisting of drawings and other documents to fix and dwar be the size and character of the Project as to architectural, structural, mechanical and electrical systems, matcrials and such other elements as nosy be appmpsiete, which shall comply with all applicable laws, standes, ordinmmca, codes and regulations. Notwithstanding Ownees approval of the documents, Design Professional mpsvents that dos Documents and speciticaboac will be sufficient and adequate to fulfill the purposes of the Project 23.2 The Design professional shag advise the Owna of my djsmmts to the pmImnary estimate ofConhudion Cost in afimher Detailed Statement as described in Section 225. 24 CONSTRUCTION 24.1 Based on the approved Design Development Documents and arty farther adjustments in the scope or quality of the project or in the coshuction budget authorized by the Owner, the Design Professional shag prepare, for approval by the Owner, Costsetioa Dorunmb consisting of Drawings and Specifications setting forth in detail requirements fmthe construction of the Noct, which shag comply with all applicable laws, stanuts, ordinances, codes and regulations. 24.2 The Design Professional shag scut the Owner in the preparation of the necessary bidding or procwemrnt bfesrnation, bidding or procurement foam, the Conditions of the contract, and the form of Agmemeotbetween the Owner and contactor. 2.43 The DesignProlimional shag advise the Owner of my djushr mb, to previous preliminary estimates of Conmuction Cost indicated by changes in requirements or general market conditions. 244 The Design Professional shag assist the Owner in connection with the Ounces responsibility for fling documents mquued for the approval of governmental authorities havingjurudietion over the Project 2S CONSTUCTION CONTRACT PROCUREMENT 25.1 The Design Professional, following the Ownerb approval of the Construction Documents and of the latest preliminary detailed estivate of Combuction Cost, shag aunt the Owner in procuring a construction contract for the Project through my procurement method that's legally applicable to the Project including without Page 1 of S H.'\Survey Swics\Contmct\GENERAL CONDITIONS-ARCHITECT-ENGINEElLdoc Rwud 5.30-02 limitation, th;competilive sealed bidding process. Although the Ownerwill consider the advice of the Design Professional, the award of the construction cenhactis in the sale discretion of the Owner. 2.12 ifthe construction contrad amount for the Project exeeedg the fatal construction cost of the Project a eel forth in the approved Ddidw Statement of Probable Construction Costs of the Project submitted by the Design Professional, gum the Deign Professional, at its sob cost and upense, will revise the Conahurclian Documents as may be required by the Owner to reduce or modify don quantity or quality of the work so that the total conswctim cost of the Ptojed will not corned the total construction cost set forth in the approved Detailed Statement of Probable Construction Costs. 2.6 CONSTRUCTION PHASE- ADMINISTRATION OF THE CONSTRUCTION CONTRACT 2.61 The Design Professional's responsibility to provide Buie Services further Conshudion Phase under this Agreement commences with the awed of the Contract for Construction and teminstes atthe issuance to the Owner of the fang Cetifncete ImPeyseent, unless exlmded under the terms of Subsection 93.2. 2.6.2 The Design Professional slug provide detailed administration of the Contract for Construction as ad forth below. For design profosionahs the administration shall also be in accordance with AIA document A201, General Conditions of the Contract for Comtmclion, current as; of the date of the Agreement a nay be amended by the City of Demon special conditions, unless otherwise provided in the Agreement Foreagmeen tho administration shall also be in accordmco with gro Stmilard Specificatiwu for Public Work Construction by the Nor& Central Tuns Council of Governments, awed as of the date of the Agreement, unless otherwise provided in the Agreement. 163 Conemrctim Huse duties, responsibilities and limitations of authority of the Design Professional shall not be restricted, modified or extended without written agreement of the Ownerand Design ProftuionaL 2.64 The Design Prof ss unal shall be a rcpsna Ufiva of and dull advise and consult with the Owner (1) during construction, and (2) at the Ownds direction from time to diva during the correction, or wartmty period described in the Contract for Cmshution. The Design Profiasimd shall have authority to ad on bdulf of the Owner only to the e#mlprovidel in the Agrmveml and these General Conditions, unless otherwise modified by written mshumeot 265 The Design professional shag observe the ccutruction site at lout one time a week, while construction is in progress, and as reasonably necessary while construction is not in progress, to become familiar with the progress and quality of the work completed and to determine if the work is being performed in a mama indicating that the work when completed will be in accrrdanm with the Contract Documents, Design Profmional &hall provide Ownera written report subsequent to each on -site visit On the bash of onbfte observations the Design Professional shall knit, the Owner mfamcd of the progwee and quality of the work, and shall eremise the Degree of Care and diligence in discovering and promptly reporting to the Owner my observable defects or deficiencies in the work of Contractor in my subcontractors. The Design Professional represent, Lathe will follow Degree of Cam in perfaming all Services order the Agreement The Design 14efessionl fag promptly coned my defective designs or specifications famished by the Design Pmfmional at no cost to Oro Owner. The Ownees approval, socep[meq use of or payment for all or my pan of the Design Profmimars Services hereunder or of the Project melt shag in ne way alter the Design professionals obligations or We Ownces rights hemnrde. 2.6.6 The Design Profmional shall not have control over or cl age of and shag not be responsible for construction meson, mathads, techniques, sequences or procedures, or for safety precautions, end program in comlction with the wow The Design Prefassiond shag net be mpoesble for the Crnhadaes schedules in Mum to tarty cot the work in accordsum with the Contract Documents except insofar a such failure may result from Design Profmtonars negligent seta or omis- sion+. The Design Professional shall not law control over or dbage of ads or omissions of the Contractor, Subcontractors, or their agent, or employees, or of any otha persons performing portion of the work 2.67 The D mignprofmional slug at alltimes have access toga workwherever A is in preparation or program. 268 Except as may otherwise be provided in the Contract Documents or when direct communication have been specially xnhoriaed, the Owner and Contractor shall commmicate through the Design Fmfmiond Communications by and with The Design Pmfmiunal's consultants shall be through die Design Profortional, 2.69 Based on the Design Prolmsionds observations at the site of the work and avahuations of the Contractor's Applications fur Payment, the Design Profmimil shall review and entity the amouns due the Contractor. 2610 The Design Professional's certification for paymentalmll constitute a representation to the Owner, based on the Design Professional's observations at the sites provided in Subsection 26.5 and on the dab comprising the Contractor's Application for Prymmt, that the work ban progressed to the point indicated and that the quality of the Wok is in accordance with the Contrail Document,. The foregoing representations m subject to minor deviations from the ContractDomments cor- rectable prior to completion and to specific qualifiatias expressed by the Design Professional. The isuance of a Certificate for Payment shall further awtimh a representation that the Contractor is mulled to payment in the mount certified However, the issuance of a Ceni6rate for Payment shall net be a representation that the Design Aofmional his (1) reviewed construction meam, methods, tecniques, sequmm or procedures, in (2) ascertained how or for whatpupme the Contractor has ueed money previously paid on account of the Contract Sunk. 2.6.11 The Design Profmional shall haw the responsibility and authority to reject work which does net conform to the Contract Documents. Whmwer the Design Professional considers it receessry, or advisable for impl®erbtion of the mlerf of the Contract Documents, the Design Professional will have authority to require additional inspection or testing of the work in accordance with the provisions of the Contract Document,, whether or not such Work is fabricated, installed or completed. However, neiterthis authority oftha Design Professional mar a decision made in good faith either to ere Ise in not exerdsesuh anthorAy shag give rise to a duty or responsibility of the Deign Professional to the Contractor, Subcunhedom material and equipment suppliers, their agents or employees or other parsons performing portion of the we& 2612 The Design Professional shall review and approve or take other appropriate action upon Comactar's submittals such ae Shop Drawings, Product Data and Samples for the purpose of (1) determining compliance with applicable laws, starves, ord na eee and code; and (2) determining whether or net the wed, when completed, will be in compliance with the requirements of the Contract Documents. The Design Prd'mional slug ad with such mesomble prompmm to cousin no delay in the work or in the emmudion of the Owner or of separate contractors, while allowing suffuymt time in the Design Prafeasionafs professional judgment to permit adequate review. Review ofsuch submittals is notcondoced for thepurpose of determining the acamcyand comphemm of other details such as dimension and quantities or fro substantiating instructions for installation or perfarwwa of equipment or system designed by the Contractor, all of which remain the responsibility of the Contractor to the rodent required by the Contract Documents. The Design PYofmioars review shall net constitute approval of safety Precautions in, unless otherwise specifically stated by the Design Ptofmiooal, of combo Lion seems, methods, techniques, sequences or procedures. The Danigm Profmional@ approval of a spedfin item shall net indicator approval of an assembly of which the Amu is a compommL When profwbml certification of performance characteristics Page 2 of 8 H.\Survey Servic'es\Cahtract\GENERAL CONDITIONS-ARCHITECT-ENGINEER.doc Revised 53M2 of materials, system or equipment is required by the Contract Documents, the Design Professional shag be entitled to rely upon such caidution to establish that the materiels, systems or equipment will meet the performance criteria required by the Contact Documents. 2.6.13 The Design Professional slug pupae Change Orders and Cau6uction Change Directives, with supporting documentation and data if da msd commuy by the Design Prof ssiossl as provided in Subsections 3.1.1 and 3.3.3, for the Omura approval and execution in accordance with the Contact Documents, and my authorize minor changes in the work not involving an adjustment in the Contract Sum or an extension of the Contract Time which m non incoturtml with the intent of the Contact Documents. 2.&14 On behalf of the Owner, the Design Professional shag conduct inspecdoms to determine the data of Substantial Completion and Final Completion, and if requested by the Owner shaH issue Catificaln of Substantial and Final Completion. The Design Professional will mocivo and review write gumadcas and related documents required by the Contract fan Construction to be assembled by the Contactor and shall into a feel certifcato for Payment upon compliance with the requirements of the Contract Documents. 2.6.15 The Daign Professional slug interpret and provide recommendationson eaters concerning pedbrmarce of the Osmarand Contraclorunder the mquhehmts of the Contract Documents on written request of either the Owner or Contractor. The Design Professionals rapome to such requests shag be made with reasonable prompiam and within my time limits &grand upon. 16.16 Intepretatiom and decisions of the Design professional shag be consistent with the intent of and reasonably inferable from the Contract Documents and shag be in writing or in the form ofdrowings. When making such interpretations andrental decisions, the Design Profirsionsl shall endeavor to smhhtefaithful performanco by both Owner and Contactor, and shall not be liable for resuks or interpretation; or decisions so rendered in good faith in accordance with all the provisions of this Agreement and in the absence of negligence. 2,&17 The Design Professional shall render written decisions within a reasonable time on erg claim, disputes or other malhas in question between the Owner and Contractor relating to the execution or progress of the work as provided in the Comnetlochments. Z6.1S The Design Professional (1) shag rends services under the Agreement in accordance with the Degree of Carr, (2) will reimburse the Owner for all damages caused by the defective design the Design Fmfessional prepare; and (3) by acknowledging payment by the Owner of any fees due, shag not be relessd from any right the Owner may have under the Agreement or diminish my of the Design Pro&asimuls obligation thamor er. 2419 The Design Professional shag provide the Owner with four seta of reproducible print slowing all significant changes to the Construction Documents during the Construction Plisse. ARTICLES ADDITIONAL SERVICES 3.1 GENERAL 3.1.1 The services darn d in this Article 3 m not included in Basic Services unless so identified in the Agreement or Proposal, and they shag be paid for by the Owner a provided in the Agreement, in addition to the compensation for Basle Services. The swim described under Sections 3.2 and 3.4 shell only be provided if authorized or confirmed In writing by the Owner. If eavices daembd under Contingent Additional Services in Section 33 am required due to circumstances beyond the Design Professionals control, the Design Professional shag ratify the Owner in writing and shag not commence such additional services until it mccives written approval frmn the Owner to proceed. Hthe Owner indicates in writing that all or pat ofsuch Contingent Additional Services m not required, the Design Professional shall have no obligation to provide those services. Owner will be responsible for compensating the Design Professional for Contingent Additional Services only if they one not required due to the negligence or fault of Design Professional 32 PROJECT REPRESENTATION BEYOND BASIC SERVICES 3.11 If more cdansive repreentation at the site than is described in Subsection 2.6.5 is mq ubed, the Design Professional shag provide oue or more Pmjed Representatives to assist in carrying ontsuch additional on -site responsibilities. 32.2 Project Representatives shag be selected, employed and directed by the Design Professional, and the Design ProBesional shall be compensated therefor as agreed by the Owner and Design Profesaiunal 33 CONTINGENT ADDITIONAL SERVICES 33.1 Making material revisions in Drawings, Specifications mother documents when webmisiom m: 1. inconsistent with approvals or instructions previously given by the Owner, including ravisions made necessary by adjueinrmts in the Owners program or Project budget; Z required by the enaetmentor revision of coda, laws "regulations subsequent to the preparation of such doeumenls,or 3. due to changes required as a mull of the Omersfaihse to render decision in a timely manner. 332 Providing services required because of significant changes in the Prmject including, but not limited to, size, quality, comploo ty, or the Owners schedule, except for service raphbd under Subsection 25.2 333 Preparing Drawings, Specifications and other documentation and supporting data, and providing other services in connection, with Change Ceders and ConshtctionCbangeD nect)ves. 33.4 Providing conaukation concerning replacement of work damaged by fire or other cause during construction, and furnishing services required in connection with the replacement of such wudc 33.5 Providing services made necessary by the default of the Contactor, by major defects or deficiencies in the work of the Contractor, or by failure of perfomaoce, of either the Owner or Contractor under the Contact for Construction. Page 3 of 8 H.\Survey Swims\Cottad\GENERAL CONDITIONS-ARCHITECT-ENGINEERdoc Revised 5-30-02 33.6 Providiogsecvieo in evaluafmganadensivenomber of claims submitted by the Contruioror a0rers in conneelion with thewaric. 33.7 Providing servicce in contraction with a public hewing, arbitration proceeding or legal proceeding concept whom, tlro Design Professional it party thedo. 33.8 Providing services in addition to those required by Article 21mpeparing documents for altermig separate or sequential bide a providing service in connection with bidding or constructionpriors the complalion of the Constru Lion Document Phase. 33.9 Notwithstanding anything contained in the Agreement, Proposal or these General Conditions to the contrary, erg savim described in this Article 3 Oat are caused or necessitated in whole or in Pat den to the negligent act or omission of the Design Pmfasional shall be performed by the Design Professional as ■ part of the Basic Services under the Agreement with no additional compensation above and beyond the compensation due the Design PwImaim al far the Basic Services. The intervening or concurmotnegfigaxe ofthc Owner shall rotlimdtheDesignPmfearional's obligations under this Subsection 339. 3.4 OPTIONAL ADDITIONAL SERVICES 3.4.1 Providing fnancialfessibility or other special studia. 3.42 Providing palming surveys, site evahu mum or comparative studies ofprospctive sites. 3.43 Providing special surveys, arvironmentd studio and submissions required for approvals of governmental authorities or others having jurisdiction over the Project 3.4.4 Pomidiog services relative to fmuefacilities, systems and equipment. 3.45 Providing services to investigate Bawling eandifi s err fadAim err to makemeasmed drawings thereof. 3.4.6 Providing services to verify the accuracy, of drawings or other mfomutionfamished by the Owner. 3.4.7 Providing coordination of construction performed by separate contactors or by the Owner's own forces and coordination ofearvicss required in connection with construction performed and equipment supplied by the Owns. 3.4.8 Providmg detailed quantity server or imentori s of material, equipment said labor. 3.4.9 Providing smlysu of operating and maintenance cost. 3.410 Mfg investigations, inventories of materials or equipment, orvalhations and detailed appraisals of existing facilities. 3.4.12 Providing assistance in the mig+.tion of equipment or systems such as testing, adjusting and balancing, preparation of operation and maintenance manuals, training personnel for operation and mamtaunce and consultation during opaatim 3AI3 Providing vnerior design and similar servias required fm or in connection with the selection, poauenent or installationof fumihme, fumishmgs and related equipment 3.414 Providing services other than as provided in Section 26.4, a8er issuance to the Owe of the final Catifmte for Payment and eapwation of the Warranty period of the Contrectfor Construction. 14.15 Providing cervices of consultants for other than architectural, civil, structural, mechanical and electrical engineering portion of the Project Provided as a put of Basic Services. 3.416 Providing any other services art otherwise included in this Agreanent or not customarily famished in accordance with generally accepted architecture] Practice. 3.4.17 Preparing a set of reproducible record drawings in addition to those required by Subsection 2.6.19, showing siguilicmt changes in the work me& during con- struction bad an mwkd-rap print, drawings and other data fmnishd by the Contractor to the Design Professional. 3.4.18 Notwithstanding anything contained in the Agreement, Propose[ or time General Conditions to the contrary, all services described in this Article 3 that ae caused or necraseated in wholeor in par den to the negligent act or omission of the Design Professional shall baperfmmedby the Design Professional as a pat of the Buie Services under the Agreement with no additional comperostion above and beyond the compensation due the Design Pofessmnsl for the Basic Services. The intervening or canurredahegbgemco of the Owner slug nut limit Use Design Professiesul's obligation under this Subsection 3.4.18. ARTICLE 4 4.1 11he Owner shall consult with the Design Professional regarding requirement for the Project, including (1) the Owners objectives, (2) schedule and design constraint and criteria, including space requirements and mttiomhips, Beaubilky, expadal ft, spacial equipment, systems and site requirement, sa mom speci- ficallydesaabed in Subsection 22.1. 4.2 The Owner shall establish and update an overall budget for the Project, including the Construction Cost, the Owners other cast and reasonable contingencies rend to all of time cost. 43 if requested by the Design Professional, the Owns shall fm rsh evidence that financial arrangement have been male to fd611 the Owner's obligations wade this Agt--t Page 4 of g HASurvey ServicesWonthwAGFntE ram. CONDITIONS-ARCHITECT-ENGINEER.doc Rwud 5-30-02 4.4 The Owner shall designate a representative sulborized to act on Oro Owrhers behalf with respect to the Project The Owner or such authorized rWa sedative dull 'ender decisions in a timely manna pertaining to documents submitted by the Design Professional in order to avoid unmaomble delay in the orderly and sequential -- progress ofthe Design Prefasionars services. -'- 4.5 Whemappliabk,tho OwnadullfumishsurveysdombmgphyeicalchamdaistieskgalhwiktiammdutililykaliamfmthesOaofdw Project,mdawrtlfm Icgal description of tha sAa The surveys and legal information dull mclede, as applfesble, grades and Imes of shexb, allays, pavements and adjoining Icy and ehuctura; adjacent drainage; nghtsof--way, restrictions, emements, enmschmenle, zoning, deed restrictions, boondarm and commas of the site; locations, dimensions and momcy data pertaining to existing building, other i np amocre s and hm; and ieforma6o coucemimg available ut0ity eerv'im and Imes, both public and private, above and below grdgstanding reverts and dep0s. All fix information on the strveyshall be chanced to a pulledbeacLmark. 4.6 Whemapplicabk, the Ownashall finnishlhosavices ofgeotechnialregmeem whin such services me requested by the Dsign ProfessimuL Suchservicomay irchade butm not limited to tedborings,test pits, datcaminatimn ofmil bmiogvama,Iwmlation tots, evaluation ofhamdmm materials, Seemed corrosion and r> sistivty teak, inch ding necessary operations for anticipating subsoil conditions, with reports and approprietepmfasioeal mcommeadtiom. 4.fil The Ownershall fumlah the services ofoduer consultants when such services me roserably required by the scope ofthe Project and m mq=icd by the Design Prokmiond ad m mtmlamed by the Design Professional as pan of its Bute Services "Additional Services. ,V Whennot a partof the Addmoml Savior, the Owns shall furnish eWchad, mechanical, comical, air and water pollution teat, tests ofhazardous materials, and other laboratory and mvhomeNalteN, invodiom and reports requvedby law or the ComtrselDaeuments. AO The Owner shall furnish all legal, accounting and insurance, counseling services as may be eamary at my time for the Project, including auditing savior the Owner may require to verity the Contractor's Applications for Payment or to aseatam how or for what purposes the Contractor has wed the money paid by or on bdulfofthe Owner. 4.9 The services, information, surveys and reports required by Owner under Sections 4.5 through 4.9 shell be fernishd at Use Ownds expense, and the Design Professional shall be artiged to rely upon the accuracy and complete as thereof in the absence ofany negligence on the put oftha Design Professional. 4.10 The Owner shall give prompt written notice to the Design Professionalt'Ihe Ownerbecomh awns ofmy fault or defect in the Project or nonanformanCe with the Contract Documents. ,III Design Frefessir ml dull propose language for certificates or catdfcations to be requested ofthe Design Profasioml a Deign Profasionars consultants and slug submit such to the Owner for review and approval at lad fmateen(14) days prior [a execution. The Owner ago ant to requotcatifiatiom Sod would require kmwkdgemsaviorsbeymdthescopeofthe Agin mkt ARTICLES CONSTRUCTION COST Sl CONSTRUCTION COST DIVINED 11.1 The Construction Cost shell be the total rotor estimated cost to the Owner of all d®arts oflheProjeddesigned or specified by the Design Prefasiood. S11 The Construction Cost shell include the costat current madmt ate of labor and materiels furnished by the Owner and equipmentderiged, specified, selectelor specialty provided for by the Design professional, pin a reasonable allowance for the Contractors overhead and profit. In addition, a reasonable onable allowance for coo- 6ngmcio shall be included for market conditions at the time of bidding and for changes in the work during construction. 113 Construction Cost dins not include the compensation of the Design Pmfasioml and Design Profasiomrs consultants, the cab of die land, rights -of -way, fnmcmg or othorcosts which m thempooshbilty of the Ownaas provided in Article 4, 52 RESPONSIBILM FOR CONSTRUCTION COST Sil Evaluation, of the Owners Prcjeet budget, preliminary estimates of Construction Cast and detailed estimates of Comenction Cost prepared by the Design professional represent the Design Prof®iaurs batjudgmeot as a design professional fanoW with the construction industry. It is recognized, however, that m dw 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 dud bide or cast proposals w01 not vary from the Ownces Project budget orfiom my mfimab of Curutrueion Cat or evaluation prepared a agreed to by the Design Professional Sit No fad limitof Construction Cost dull be established as s condition of Wes Aghmmmt by thafmnishmg proposal a atablishmmt of a Project budget, mdms such fnkd limt hm bom agmd upm m whiling and signed by the panties throb. If such a food lienitha been atablidmd, the Do ipProfasioml shag be pavWkd te mchede contingences for design, bidding and prim mcalation, to determine what mahaiab, equipment, component systems and Was of mmhucion m to be included in the Contract Documents, to male Sesserable adjustments in the scope of the Project and to include in the Cashed Documents &hands bids to adjust the ComtmWon Cat to the fond limit Fixed limits, rimy, shall be massed in the amount of an increase in the Contract Sum occurring aft execution of the Contract faCaustruction. 5,13 If Ina Procurement Phase her not eomosenoed within 90 days after the Design Professional submits the Comshuction Docummb to the Owner, my Project budget or feed limit of Construction Cat shall be adjusted to reflect changes an the gmand level of prim in die construction industry between In date of a d musim of the Construction Documents to the Owner and the den on which proposals m sought ARTICLE 6 OWNERSIiIP AND USE OF DOCUMENTS 6.1 The Drawings, Specifications and other documents prepared by the Design )iofasioml for thin project m instruments of the Design Profasiomfs service and shall became the property of the Owner upon tame ation or completion of the AgraememL The Dodge Professional is entitled to retain copies of all such documents. Such documents m intended only be applicable to this Pmject, and Owne es use of such documents in other prejets shall be at Owaa's sets risk and expose In the wed the Owner was any of the information or materials developed pussuanl to the Agreement in mother project or for other purposes ihm m sperEred in the Agreement, the Design Professional is m1mod from my and all liability relating to their usc in that project Page 5 of 8 H:\Susvmy Servim\CentrachGENERAL CONDIITONS-ARCHITTiCf-ENGINEERdoc Revised 5.30-02 62 Submission or distribution ofdocurawds to mod official regulatory requirement, or for similar purposes in comsecton with the Project is not to be construed as publication in derogation ofthe Design Pmfaeirnars reserved rights. ARTICLE TERMINATION, SUSPENSION OR ABANDONMENT 7.1 The Design Professional may terminate the Agreement upon not lees than thirty days written notice should the Owner fail substantially to perform in accordance with the using of the Agreement through no fault of the Design Prof nsiond. Owner may terminate the Agreement or any phase thereof with or without cause upon thirty (30) days prim written notice to the Design Professional. All work and labor being performed under the Agreement shell ruse immediately upon Design Professional's receipt of such notice. Before the end of the thirty (30) day period, Design Profasimmd dull invoice the Owner for all work it a+thfadodY performed prim to the mccipt of such notice. No amount dull be due for last or anticipated profits. All plum, field surveys, and other data related to the Project shag become properly of the Owner upon termination of the Agreement and shall be promptly delivered to theOwna in a maonably organized from. Should Ownasubsequaty contract with a new Design Frofaaional fircoutmuation of services urn tlmPrcjsu, Iesiga Profeasionsl dull cooperate in providing information. 72 If the Pmjcd is suspended by the Owner for name than 30 comecutive days, the Design Professional shah be compensated for services satisfactorily performed prior to notice of such suspension. When the Project is resumed, the Design Pmfcssional's compensation shag be equitably adjusted to provide for cipius inenrmd in the mteruplion and resumption of the Design Aofeuionars se vim. 73 The Agreement may be remitted by the Owner upon out less than seven days written notion to Use Design Professional in the event that the Project is permanently abandoned If dro Projed is abandoned by the Owaafor more than 90 consecutive days, the Daign Professional or the Owner may terminate the Agrrcroent by giving wa notion 7.4 Failrae of the Owner to make payments to the Design Professional fur work satsfmtorily completed in accordance with the Agreement shall beconsidered substantial rugs, perfmmmce and sure for termmallon. 7.5 If the Owner fails to malm payment to Design Professional within thirty (30) days of receipt of a statement for a svica properly and utisf glorily performed, the Design Profausand may, upon seven days written notion to the Owner, suspend performance of services under the Agreement 7.6 In the cued of termination not the fault of the Design Professional, the Design professional &A be compensated fur savioes properly and satisfactorily perfumed prior to termination. ARTICLES PAYMENTS TO THE DESIGN PROFESSIONAL 81 DIRECT PERSONNEL EXPENSE 91.1 Direct Per arml Expense is defend an the dnecl ularies of the Design Prof asionars permnel engaged on the Project and do portion of the ooet of their mandatory and custormry contribmiws and benefits related theeoto, such a amphaymahttaxes and otlrcr stdairry employs benefits, insurance, sick lave, holidays, vacations, pensions and smhilu contributions and benefits. 8.2 all Reimbursable Fxpmses arc in addition to compensation for Buie and Additional Services and include apensa incurred by the Design Professional and Design Profssional's employees and consultants in the misatof theProjecu, an identified in gee following Clams. 821.1 Expense of hamporhtion in correction with the Project; expema in connection with staborizod out -of -tours Naval; long-distance communiWmm; and fees paid for securing approval of authorities having luriadidion ova the Project R2.1.2 Expense of reproduction (except the reproduction of the sets of documents reface ecd in Subsection 26.19), postage and handling of Drawings, Specifications and other docucuments. 82.13 Fauihmired m advmm by dw Owns, apenu of overtime wakrequirvng higha d m agul r nta. 821.4 Expert; of renderings, models and mock-ups requested by the Owoa. 8.2.1.5 F.xpaue ofcomputa-aided design and dratmg equipment time when used in aooaedimn with the Project. 521.6 Other expares that am approved in advance in writing by the Owner. 8.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES &3.1 Payments fur Basic Services shaft be made monthly and, when applicable, shall be in proportion to services performed within each phase of service, on the basis sit forth in Section 2 of the Agreement and the schedule of we& 83.2 Ifand to the agent thattro time initially established in the Agreement is seceded mextendd trough no fnukof the Design Professional, compensation for my servicm tendered during the additional paid of time shall be computed in the mumnerset forth in Section 2 of tho Agreomerd. 933 What compensation is based on a percentage of Construction Cost and my porticos of do Project ar deldd or otherwise not constructed, compaustion for Lose portions of the Project shag be payable to the artad services am performed on these portions, in accordance with the schedule got forth in Suction 2 of the Agreement based m (1) the lowest bons fide bid or (2) if no such bid in proposal is received, the most recent preliminary atimste of Construction Cost or detailed atimame of Construction Cat for such porting of the Project 94 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES 8.4.1 Payments on account of the Design Professional's Additional Services and for Reimbursable Expels shall be made monthly within 30 days after the presentation to the Owner of the Design Frof ssionds statement of aervim ranched use expense marred. Page 6 of 8 H;\Survey Services\CentracAGENERAL CONDITIONS-ARCIRTECT-ENGINEER.doe Revised 5-30-02 8.5 PAYMENTS WTUFRIEI.D No deductions shall bemadefrom the Design Profs simars composestionon acmuntof penally, liquidakd damages combination withhold from payments to contractors, m on seommt of the omtdchanges in the woskodierthanthow for which the Design Professional is compactible. R6 DESIGN PROFESSIONAL'S ACCOUNTING RECORDS Design Professional shall media available to Owner or Owners authorized reprmoeative facade of Roimbuoabla Expenses and exposes patamiog to Additional Soviets and savior perfonwd on the hours of a multiple of Direct Personnel Expense fro inspection and � during regular bumms hunts for Wsue years after the date of the find Catificam of Payment, or until any litigation related to tlrc Project is fowhichever date is 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 exposes, including, but not limited to court casts 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 nogligmt sets a omission of the Design Profcnional or its officers, shareholders, agents, or mpleyees in the performance of the Agreement 9.2 Nothing heroin shall be coustmcd to create a liability to any person who is not a party to the Agreement, and nothing herein dell waive any of the partia' defines, both at law or equity, to my claim, came of action, in litigation filed by anyone not a party to the Agmmm4 including the ddme of govemmental immunity, which defaces aro hereby expressly reserved. ARTICLE 10 INSURANCE During the performance of the Services under the Agreement, Design Profmsional shall maintain the following insurance with an insurmce company licensed or authorized to do business in the State of Texss by the State Insurance Commission or any successor agency that has a rating with Best Rate Carrico of at least an A- or above: 10.1 Comprehensive General Liability Insurance with bodily injury limits of not two than 51,000,000 for each occurrence and not has than $2,000,000 in the aggregate, and with property damage limits of not less than 5100,000 for much uccumence and rot less than 5250,000 in the aggregate. 102 Automobile Liability Insurance with bodily injury limits of not less than $500,0W for emb person and not lam than 5500,000 for each accident, and with property damage limits of not Ins than 5100,000 for ach aceideaL 103 Worker's Cmpensation Insurance in accordance with statutory requirements, and Employers' Liability Insurance with limits of not loss than $100,000 for each accident including occupational chance. 10.4 Professional Liability Insurances with limits of not Ins than $1,000,000 aannal aggregate. 10.5 The Design Professional shall famish insurance cMificatts or insurance policies to tlx: Owner evidencing imurance in compliance with this Article 10 at the time - of the commotion of the Agrement The General Liability and Automobile Liability maunnce 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 wanted or modified within thirty (30) days' prior written notice to Owner and Design Frofessionsl. In much went, the Design Professional shall, prior to the effective date of the change or cancellation, famish Owner with substitute certificates of imuramce meeting the requirements of this Article 10. ARTICLE II MISCELLANEOUS PROVISIONS 11.1 The Agreement shall be governed by die laws of the State of Taws. Vona of my suit in cause of action under the Agreement shall lie exchuivehy in Denten County, Texou. 112 The Owner and Deign professional, nape lively, bind themwlves, them pmmm, successors, reigns sod legal repro mtafim to 0e other putt' to this Agmemot and to the pasmem, sseceswrs, euigos and legal representatives; of such other party with respect to all covenants of this Agreement The Design Professional shall not assign its mteresG in the Agreement without the written consent of tea Owner. 113 The term Agreement a heal herein includes the neecuted Agreemenen4 the Proposal, dime General Conditions and ether atlectunerth referenced in Section 3 of the Agmemcut which together represent the entire and integrated agreement bawem the Owner and Design Professioal and supmedes all prior negotiations, repmentotios in agreements, either wretm or mat The Agreement may be amended only by wretere msimmm signal by both Owner and Design Professional. When interacting the Agreement the w mad Agmmm4 pooped, dime General Condition and the other attachments rdancend in Section 3 of the Agreement Dull to the indent that is renmublypmi'blehradwwtoho onizedwpm isim. However, should 0e provisions ofthme documents be in conflict an that thrycm mot be instantly lwmomvai, such documents shall be give priority in the following order. 1. Tlwe uted Agnnment 2. Anaehm b tda omd ter Sectm 3 of the Agra wt odwd m the Proposal 3. Ti is Ge eral Provisions 4. The Ropasd 11.4 Nothing contained in the Agreement shell mate a cmdruc:kul relationship with or a cause of motion in favor of a third party againat either the Owner in Design profmional. 11.5 Upon receipt of prior written approval of Owner, the Design Professional shell have the right to mclede wprmmoutiom of the design ofthe Project, mchedmg photographs of the exterior and interim, among the Design Profeseiond's promotional and professional materials. The Design Profcasiaers materials dull not include the Ounces 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- dentidmrpmprimry. The Owner shall provideproftssioml cro itfor the Design Professional in the construction sign and in thaprovetiunal materiels for the Project Page 7 of S H-.\Survcy Services\Cotract\GENERAL CONDITIONS-ARCHITECT-ENGINEERdoc Revised 5-30-02 11.6 Approval by the Owner shell not constitute, nor be dewed a relesse 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 dewed to be an assumption of such ... responsibility by the Owner for my defeat in the design or other wort prepared by the Design Professional, its employees, subcontractors, agents, and consultants. 11.7 All entices, commupications, and reports required of pertained under the Agramat shag be penally delivered or mailed to the respective parties by depositing sae 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 dewed effective upon receipt by the party to whom such notice is given, or within three (3) days after mailing. 11.8 If my provision of the Agreement is found or deemed by a court of competan jurisdiction to be invalid or unenforceable, it shall be considered aevaable from the remainder of the Agreement and slug not cause the naminder to be invalid or unedb ble. In such event, the parties shell rdow the Agreement to replace such stricken provision with a valid and enforceable provision which coma ae close as possible to expressing the intention of the stricken provision. 11.9 The Design Professional shag 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 wended during the tram of this Agrewant 11.10 In performing the Services required hereunder, the Design Professional shag not discriminate against any pemon on the basis of race, color, religion, sac, national origin or ancestry, age, or physical handicap. 11.11 The captions of the Agreement are for informational purposes only, and shag rot in anyway affect the substantive terms or conditions of the Agreweet Page S of S HASurvcy Servicoe\Contracl\GENERAI. CONDITIONS-ARCHITECT-ENGINEERdoe Itevued 5-30-02