HomeMy WebLinkAbout2003-158ORDINANCE NO. O?ff - Za
CONSIDER ADOPTION OF AN ORDINANCE AUTHORIZING THE CITY MANAGER OR HIS
DESIGNEE TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH ERES
CONSULTANTS FOR AN AUTOMATED ROADWAY INSPECTION AND EVALUATION AS
SET FORTH IN THE CONTRACT; PROVIDING FOR THE EXPENDITURE OF FUNDS
THEREFORE; AND PROVIDING AN EFFECTIVE DATE (FILE 3010 TO ERES
CONSULTANTS IN AN AMOUNT NOT TO EXCEED $300,000).
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, or his designee, is hereby authorized to enter into a
professional service contract with ERES Consultants, to provide professional engineering and related
services for an Automated Roadway Inspection Evaluation, a copy of which is attached hereto and
incorporated by reference herein.
SECTION 2. The City Manager, or his designee, 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.
PASSED AND APPROVED this the day of 2003.
EULINE BROCK, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
HERBERT L. PROUTY, CITY ATTORNEY
BY: U r7
PFSP 3010
PROFESSIONAL SERVICES AGREEMENT
FOR ARCHITECT OR ENGINEER
THIS AGREEMENT is made and entered into as of the 3e� day of
20 of , by and between the City of Denton, Texas, a Texas
mt cipal corporation, with its principal office at 215 East McKinney Street, Denton,
Denton County, Texas 76201, hereinafter called "Owner" and ERES Consultants, a
division of Applied Research Associates, Inc., with its corporate office at 505 W.
University Avenue, Champaign, Illinois 61820, hereinafter called "Design Professional,"
acting herein, by and through their duly authorized representatives.
In consideration of the covenants and agreements herein contained, the parties hereto do
mutually agree as follows:
SECTION 1
EMPLOYMENT OF DESIGN PROFESSIONAL
The Owner hereby contracts with the Design Professional, a licensed Texas
architect or engineer, as an independent contractor. The Design Professional hereby
agrees to perform the services as described herein and in the Proposal, the General
Conditions, and other attachments to this Agreement that are referenced in Section 3, in
connection with the Project. The .Project shall include, without limitation, the Basic
Services described in Tasks 1 through 7 of the Proposal shown in Attachment 2 and any
Optional or Additional Services requested in writing by the Owner.
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 $ 299,572.48.
2.1.2 Progress payments for Basic Services shall be paid monthly based on the
percentage of each task completed during the billing period.
2.2 OPTIONAL SERVICES
2.2.1 For Optional Services, the compensation for each task shall be as follows:
Task 8
$ 6,100.
Task 9
$ 17,500.
Task 10
$ 64,400.
Page 1
Engineering Analysis of Current Contract
Automated Roadway Evaluation Revised 5-30.02
Task 12 $ 87,200.
2.2.2 Progress payments for Optional Services shall be paid monthly based on the
percentage of each task completed during the billing period.
2.3 ADDITIONAL SERVICES
2.3.1 Compensation for Additional Services is as follows:
Principal Engineer
knior Engineer
Staff Engineer
Technician
Clerical
$ 135.00
per hour
$ 100.00
per hour
$ 75.00
per hour
$ 50.00
per hour
$35.00
per hour
2.3.2 Compensation for Additional Services of other consultants, including additional
structural, mechanical and electrical engineering services, shall be based on a multiple of 1.1
times the amounts billed by the Design Professional for such additional services.
2.4 REIMBURSABLE EXPENSES Reimbursable Expenses, in conjunction with
Additional Services, shall be a multiple of 1.1 times the expenses incurred by the Design
Professional, the Design Professional's employees and consultants in the interest of the
Project as defined in the General Conditions but not to exceed a total of $ 10,000 without the
prior written approval of the Owner.
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, except Articles 2 and 5 which are not applicable to this
project.
2. The Design Professional's Proposal.
Page 2
Engineering Analysis of Current Contract
Automated Roadway Evaluation Revised 5-30-02
This Agreement is signed by the parties hereto effective as of the date first above written.
ATTEST:
JENNIFER,L TERS, CITY SECRETARY
BY: (� /IoAY,%C %i ,FYI; d&Z
APPROVED AS Tq LEGAL FORM:
HERBE=L.TY,ATTORNEY
BY:
WITNESS:
BY:y�
CITY MANAGER
ERES CONSULTANTS, A DIVISION OF
Page 3
41/
CURT A. BECKEN
VICE PRESIDENT
DIVISION MANA(
Engineering Analysis of Current Contract
Automated Roadway Evaluation Revised 5-30-02
ATTACHMENT 2
PROPOSAL
2A. BASIC SERVICES
ERES-Consultants will complete the following seven tasks for the collection and analysis of
engineering data and pavement management system customization for the City of Denton.
Task 1. Conduct a Site Visit and Preliminary Pavement Management Tasks
Prior to the start of data collection, ERES will conduct a kickoff meeting to familiarize the City
staff with our scope of work and data collection procedures and to gain an understanding of the
City's previous distress inspections, the current PAVEMENTview Plus database, and the
problems encountered with this data. In addition, we will gather information about the new roads
that have been accepted into the City's inventory since the last inspection and the most curent
traffic information available for each route in the network. Finally, we will interview key City
staff members to better understand how the pavement management system database is presently
used and what their expectations are for the enhancement of this database under this project.
Task 2. Conduct the Asset Management Data Collection Survey and Analysis
ERES/CGH will conduct the semi -automated video distress survey on approximately 380
centerline -miles of roadway using a vehicle equipped with digital pavement and right-of-way
cameras and a set of lasers in the front bumper. This equipment simultaneously records the
surface condition, rutting, and roughness of the pavement surface. It also records images of
roadside items such as sidewalks, curb/gutter, signs, guardrail and fencing, while traveling at
prevailing traffic speeds, so no additional traffic control is required. The van -mounted camera and
profiler system is manufactured by International Cybernetics Corporation (ICC) and offers the
highest quality downward -looking pavement images available on the market.
The ERES/CGH survey vehicle stores pavement and panoramic images on its onboard computers
in real time using the JPEG format. The images are stored on removable hard drives, one per .
camera, which are taken to the office for post -processing on an ICC-developed workstation. This
workstation consists of a tower computer with multiple monitors for viewing pavement and
panoramic images simultaneously. The software allows the user to access, view, and step forward
and backward through the collected images. It also has a tool for rating distresses and calculating
distress quantities. This capability is beneficial in the estimation of maintenance and repair
quantities. Following completion of data processing, the digital images can be backed up on DVD
disks and archived for future viewing.
ERES/CGH will use the GIS files provided by the City of Denton to plan the field data collection
operations and to develop an efficient survey routing. Survey operations will be planned to
survey one lane in each direction on all the streets under the jurisdiction of the City of Denton.
All survey work will be performed during daylight hours. The routing will be established to
survey in a westerly, or southerly, direction in the morning and in an easterly, or northerly,
direction in the afternoon. The routing will be sufficiently flexible to allow the crew to avoid
such potentially disruptive situations as heavy traffic, accidents, and other public safety incidents.
As part of the routing process a database will be created producing a "cross -walk" between the
City of Denton's unique section ID code and CGH's section identification code.
The survey will be performed using the ERES/CGH Digital Survey Van (DSV) and will collect
the following information:
• B&W Digital Pavement Images (14 ft wide by 20-ft long)
• Color Digital Right -of -Way (ROW) Images (at 25-ft intervals)
• Color Digital -Sign Images_(at25---ft-intervals} -
• Longitudinal Pavement Profile data, both wheel paths
• 3-sensor Rutting data
• GPS coordinates (sub -meter accuracy)
The data collected will be packaged and shipped, at regular intervals, to the ERES and CGH
offices for quality control review and processing. The data received from the field goes through a
series of quality control reviews to ensure that it is accurate and complete. The data collected is
then processed to produce a back-up copy and a working copy for data reduction. The pavement
profile and rutting data collected will be processed using industry standard software to produce an
International Roughness Index (IRI), a rutting index (AC surfaced pavements only), and a
faulting index (PCC pavements only) for each roadway segment.
The pavement distress data will be produced using the B&W digital pavement images and a
digital work station. Pavement distress data reduction will be performed on 100% of each lane
for PCC pavements and 25% of each lane for AC surfaced pavements. Sampling on the AC
surfaced pavements will be performed using the Frame Analysis Method. Sampling will be
accomplished by analyzing 1 image out of every 4 images within each segment. The pavement
distress and profile data produced will be tied back to the City of Denton's unique section ID and
incorporated into the City's PAVEMENTview Plus database. Finally, ERES/CGH will provide
the City of Denton with external, USB 2.0 hard drives containing the digital images and the
associated pavement distress data. ERES/CGH will also provide the cross -walk database for
identification of the images belonging to a particular section.
ERES/CGH will also perform a Roadway Asset Inventory of the in -road assets using the ROW
images and GPS data collected in both directions during the Asset Management Data Collection
Survey, as well as a digital work station. The roadway assets to be inventoried include those
located within the curb lines. Specifically we will identify the type of asset and GPS location of
the Roadway Assets visible in our ROW images. The Specific assets to be identified include the
following:
• Curb Inlets
• Drop Inlets
• Large Manholes (24-in dia or larger)
• Small Manholes (less than 24-in dia)
• Large Valve Box (24-in or larger in longest dimension)
• Small Valve Box (less than 24-in in longest dimension)
The dimensions of the large & small manholes & valve boxes can be adjusted.
ERES/CGH will deliver an SQL Server database containing the GPS coordinates and the asset
type. In addition, we will provide a GIS layer showing the location of the road assets overlaid on
the City of Denton GIS map in ESRI's shapefile format.
At,the start of field data collection, ERES/CGH will perform a quality control program to
compare the device sensor outputs to ground truth measurements, thereby verifying system
accuracy. We will select two 1,000-ft test sites, one asphalt -surfaced and the other exposed
concrete pavement. In. the asphalt -surfaced test site we will measure transverse and longitudinal
pavement profiles using a Dipstick device. We will also measure the longitudinal profile of the
concrete test site using the Dipstick, as well as measure joint faulting. ERES/CGH will compare
this ground truth data to the survey van output to verify the accuracy of International Roughness
Index (IRI), ruttinng, and faulting -measurements.
Task 3. Conduct the Ground Penetrating Radar Survey and Analysis
A ground penetrating radar survey of the 380 centerline -mile road network will be conducted by
ERES/GEOVision at prevailing roadway speeds using a 1.0 GHz, air -coupled radar antenna
system manufactured by Geophysical Survey Systems, Inc. meeting TxDOT Specification No.
845-49-62. Survey operations will be planned to survey one lane of each two- and three -lane
roadway and one lane in each direction on all four or more lane roadways under the jurisdiction
of the City of Denton. All survey work will be performed during daylight hours.
The GPR data will be analyzed by ERES/GEOVision using the RoadDoctor analysis software.
Digital images of layer thicknesses and profiles for each management segment will be provided to
the City on an external, USB 2.0 hard drive along with the Viewer version of the RoadDoctor
software.
Task 4. Upload the Inventory and Survey Results into the Database
ERES will upload the results of the analysis of the semi -automated pavement distress survey into
the PAVEMENTview Plus SQL Server database. This data will include the distress types,
severities, and extents picked off the video imaging, as well as the average IRI, rutting, and
faulting values for each roadway segment in the database. Customized data entry screens will be
developed in PAVEMENTview Plus for this effort. ERES will also enter the number and nominal
thickness of each layer for every roadway segment in the database, as determined from the
analysis of the GPR data.
Task S. Customize the Pavement Management Software
The following paragraphs describe the steps we will take to fully customize the software to meet
the project needs.
Step 1: Develop Pavement Performance Models: ERES will develop pavement performance
models based on the pavement condition data collected in Task 2 and the layer thickness data
collected in Task 3. This performance modeling will use the pavement "family class" approach,
where a "family class" is defined as a group of pavements with similar composition and use. The
surface condition index (SCI) of every segment in the network will be plotted against its "date of
last resurfacing" to develop a Denton -specific deterioration model for each family class. These
models are then stored and used by the PAVEMENTview Plus software to predict the future
performance of the network and trigger specific rehabilitation recommendations at the proper
timing.
Step 2: Develop Maintenance, Repair, and Rehabilitation (AM)Activity Selection Criteria: The
objective of this step is to establish a table of realistic MRR activities that can be applied to the
various pavement family classes based on the amount and type of distress present in the pavement
section. To do this, EKES will use the following procedure:
1. Prepare a preliminary list of MRR activities that can be applied to the different pavement
family classes based on input from the City and ERES's experience.
2. Submit this list to the City for review.
3. Schedule a customization meeting with the City to establish the final MRR decision
matrix.--During-this-meeting, the -timing, cast, and anticipated-benefifof applying a
certain activity to the various pavement family classes will be established.
4. Integrate the NM decision matrix into the PAVEMENTview Plus software.
Step 3: Customization Meeting: ERES will conduct a I -day customization meeting with the City
staff to customize the engineering analysis models in the PAVEMENTview Plus pavement
management software so that they accurately reflect the performance of the City's road network
and incorporate the City's maintenance and rehabilitation practices and anticipated funding
levels. At this meeting, ERES will gather the City's input for finalizing the models.
Step 4: Establish Budget Scenarios and Work Priorities: During the customization process,
ERES will define the different budgeting scenarios and priorities that the City wants to use in the
analyses. This information will be gathered during the customization meeting and through
follow-up interviews and contacts with City personnel and will include, as a minimum,
considerations of short-term, existing budget constraints and long-term, least cost, and life cycle
cost budgets.
Task 6. Develop the Work Plan
ERES will prepare a complete work plan, including the timing of projects and staff allocations,
using the simulation capabilities of PAVEMENTview Plus. This software package will allow the
City to generate several different budgeting scenarios that effectively illustrate:
• The adverse effect delayed rehabilitation would have on pavement condition
• The benefits of applying a pavement repair strategy in a timely manner.
To accomplish this, PAVEMENTview Plus will select a single activity from a list of feasible
alternatives to maintain or repair a given pavement section. PAVEMENTview Plus uses a
benefit/cost analysis to evaluate not only the additional pavement life anticipated by the
application of an activity, but also the change in condition provided by that activity. The result is
a benefit/cost ratio that can be used to rank activities based on their overall cost-effectiveness to
the City.
To accommodate realistic funding scenarios and exceptions to standard funding procedures,
PAVEMENTview Plus also allows the selections to be overridden (or filtered) in cases where
political or managerial factors prohibit the selection of the most cost-effective activity, or where
projects were already"in the pipeline" prior to implementing the program. The feasible
alternatives for each segment are evaluated on an automated life cycle benefit/cost analysis and
then ranked in order from the most beneficial to the least beneficial, based on the pavement
segment's priority among other pavement segments and actual dollars available. Based on user
input, budget estimates, and the prioritization scheme, the projects are ranked from the highest
benefit/cost ratio to the lowest for each of the years in the budget analysis.
The initial work plan will be prepared for the City of Denton under the assumption of unlimited
budgets for each of the budget categories (maintenance, repair, reconstruction). This plan will
identify the optimum time to repair each segment, regardless of its level of importance, its size, or
where it is situated relative to other segments that may or may not have been triggered for repair.
The results from this analysis will provide interesting insight into where each pavement segment
currently lies in the deterioration curve; however, it is not realistic from an operational or
budgetary viewpoint.
A "no available funding" scenario will also be developed to illustrate how the City's roadway
network will deteriorate if not properly maintained. Additional repair programs will be generated
using a range of more realistic annual budget levels to determine the funding required to maintain
the network at its current OCI or any specific OCI desired by the City. The additional scenarios
will also take into account projects that have already been committed by the City during the
analysis period.
Task 7. Generate the Final Report
A summary report will be delivered at the completion of the project. The report will document
the data collection processes and results, as well as the customization of the software that was
performed. Appendixes will also be included that contain pavement management system -
generated reports showing information on inventory, pavement condition, performance models,
maintenance and rehabilitation decision criteria, budget scenarios, unit pricing, pavement life
expectancy, and the work plan. As part of the documentation, a comprehensive user's guide for
PAVEMENTview Plus will be provided to the City to compliment the software's on-line help
system.
2B. OPTIONAL SERVICES
Task 8. Rename Image Files to Denton's Unique Segment ID
ERES/CGH will write a utility program to convert our standard image file names to file names
associated to Denton's unique section ID. The precise format of this file naming convention will
be determined if Denton selects this option. ERES/CGH will run this utility to rename all the
image files to the file naming convention agreed upon. The deliverable will be the renamed image
files and an SQL database containing the image file names and their corresponding GPS
coordinates.
Task 9. Create a GIS Layer to Show the Location of Each Image by Image Type
ERES/CGH will use the GPS coordinates for each image to create a GIS map layer showing the
location of the image files in relation to the City of Denton's GIS map. A GIS layer will be
created for each type of image (pavement, ROW & sign) with each image represented by a point
on the layer. Any points that do not appear in the appropriate location on the GIS layer will be
corrected on the GIS layer to the appropriate location. ERES/CGH will also programmatically
correct the GPS coordinates assigned to each of the images with anomalies. We anticipate
approximately 10% of the points will need corrected. The deliverable for this option will be GIS
shape files containing the corrected point layers, and a database file containing the image file
names and the corresponding GPS coordinates.
Task I0. Sign Inventory and Condition Assessment
ERES/CGH will perform a Sign Inventory and Condition Assessment using the ROW and sign
images and GPS data collected during our Asset Management Data Collection Survey.
ERES/CGH will identify the type of sign, its GPS coordinates, and up to five attributes for each
sign. The five attributes include 1 measurable attribute and 4 attributes selectable from short pick
lists of approximately 5 or 6 items each. ERES/CGH will deliver a SQL Server database
containing the GPS coordinates,. sign typerand the five -attributes for -each sign. In -addition,
ERES/CGH will provide a GIS point layer showing the location of the signs overlaid on the City
of Denton GIS map.
Task ll. Pavement Marking Inventory & Condition Assessment
ERES/CGH will perform a Pavement Marking Inventory and Condition Assessment using the
ROW Images and GPS data collected during our Asset Management Data Collection Survey.
ERES/CGH will identify the type of pavement marking (i.e. centerline, edge line, lane separator
line, pavement delineators, stop bars, cross -walks (begin & end), school crossings, railroad
crossings, and legends), their corresponding GPS coordinates, and up to six attributes. The six
attributes will be ones selectable from short pick lists of up to 6 items each. ERES/CGH will
deliver a SQL Server database containing the type of pavement marking, the corresponding GPS
coordinates, and the six attributes. In addition, ERESCGH will provide a GIS layer showing the
location of the pavement markings overlaid on the City of Denton GIS map.
2C. COST ESTIMATE
The breakdown of labor hours, total costs, and unit costs per mile by task for Basic and Optional
Services is shown in Table 1.
Task
Description
ERES
Labor
Hours
Total
Task Cost
M
Unit Cost
Per Mile
M
1
Preliminary PM Tasks
128
21,702.41
28.56
2a
Video Data Collection and Analysis (760 mi)
24
108,214.86
142.39
2b
Asset Data Collection/ Analysis (760 mi)
8
42,160.64
55.47
3
GPR Survey and Analysis (380 mi) .
8
101,686.59
267.60
4
Upload Data into Software Databases
144
7,722.58
10.16
5
Customize PMS Software
40
5,252.01
6.91
6
Develop Work Plan
56
4,760.48
6.26
7
Generate Final Implementation Report
64
8,072.91
10.62
8
Rename Image Files
7
6,075.41
7.99
9
Create GIS Layers for Images
7
17,402.53
22.90
10
Conduct Sign Inventory / Assess Condition
15
64,327.58
84. 64
11
Conduct Marking Inventory / Assess Condition
7
1 87,134.62
114.65
21): SCHEDULE
The ERES team can begin work on the project within one week of receiving notice to proceed,
and we will complete the project within a 6-month time frame. Figure 1 provides the proposed
schedule for each task.
2E. QUALITY ASSURANCE
ERES's Project Manager, Dr. Paul Foxworthy, will be responsible for the overall quality
management of this project. He will coordinate with various team members to ensure that high
quality standards are maintained.
To ensure technical quality, the Task Leaders and the Quality Assurance Manager, Mr. Harold
Von Quintus, will review the technical components of the project. In compliance with our
corporate "Two -Person Rule," these professionals will scrutinize the project team's work efforts
to ensure that accurate and consistent methodologies are used. The. Project Manager, Task
Leaders, and Quality Assurance Manager are experienced pavement management practitioners
who will critically evaluate findings and recommendations for technical soundness, practicality,
and ease of application.
Dr. Foxworthy will work very closely with the project team's Task Leaders to ensure that the
project schedule is maintained and that project deadlines are met. In addition, Dr. Foxworthy will
monitor the project's progress, tasks, and milestones.
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 agreemem(dz"Agmmicd)atdpnpesel(dW'Pmpmar) towhlchdelse
General Conditions ate attached) performed by the Architect or Engineer (hereinafter called the "Design Professional') or Design Professional's employees and consultants se
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 m an independent contractor to the prevailing professional standards consistent with the level ofoucandskdlocirimly
exercised by members of the same profession currently practicing in the same locality under similar conditions, including reasonable, infotmedjudgments and prompt timely
actions-(the-!Degree-o£CuC)_ThaService hallbe-perfmmedaeexpediaouslyas-isconsistent-with4heDegteeof-Cars naxssary-fopthe,orderly-pmgtess-of-tha-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 a*isbd as the Paject
proceeds, and shall include allowances for periods of time required for the Owner's review and for approval of submissions by authorities havingjudsdtetimover the Pro ed
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 my
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 nSa6wn226ra*Z6ofdmGasaICor Wm mdkrl&
without limitation normal structural, civil, mechanical and electrical engineering services and any other engireamg neemmybptodumamuplefta dsauciksetof
Construction Documents, as described by and required in Section 2.4. The Basic Services may be modified by the Agreement
2.2 SCHEMATIC DESIGN PHASE
2.2.1 The Design Professional, in consultation with the Owner, shall develop a written program for the Project to ascertain Owners needs and to establish the
requirements for the Project.
2.2,2 The Design Professional shall provide a preliminary evaluation of the Owner's program, conshxfimsdteduleardcmmhxfimbtdorequke mmi%ewhin
terms of the other, subject to the limitations set forth in Subsection 5.2.1.
2.2.3 The Design Professional shall review with the Owner alternative approaches to design and construction of the Project
2.2.4 Based on the mutually agreed -upon program, schedule and construction budget requirements, thaDesign Professional shall prepare, forapproval by the Own,,
Schematic Design Documents consisting of drawings and other documents illustrating the scale and relationship afRojectomtpmtants TheSdimdicDetignsl dl
contemplate compliance with all applicable laws, statutes, ordinances, codes and regulations.
2.2.5 The Design Professional shall submit to the Owner a preliminary detailed estimate ofCombmlionCostbased mmmemaumvolumeorotltermitcosh and
which indicates the cost of each category of work involved in constructing the Project and establishes an elapsed time fsctorfortheperiod of time from the
commencement to the completion of construction. -
23 DESIGN DEVELOPMENT PHASE
2.3.1 Bandon the approved Schematic Design Documents and any adjustments authorized by the Owner in the program, scheddearmmmatimbmlge{dxDed@h
Professional shall prepare for approval by the Owner, Design DevelopmentDoc ments consisting ofdmwings and other documents to fix and describe the size and
character of the Project m to architectural, structural, mechanical and electrical systems, materials and such other dmx t mmaybeappapda�,wbidtsballmnply
with all applicable laws, statutes, ordinances, codes and regulations. Notwithstanding Owner's approval of the documents, Design Professional represents that the
Documents and specifications will be sufficient and adequate to fulfill the purposes of the Project.
2.3.2 The Design Professional shall advise the Owner of any adjustntmistDawprefimmmyesd mRofCunsftix on Costinafrd=DeWWSfamrtmtwdesmbed
in Section 2.2.5. -
2.4 CONSTRUCTION DOCUMENTS PHASE
2.4.1 Based on the approved Design Development Documents and any further adjustments in the scope or quality of the Projectorintbeocastructionb4d
authorizedby the Owner, the Design Professional shall prepare, for approval bythe Owner, Coe4rcfiorDmmtmh cmai ttgofDawmWmdSpeddmfi=sdthtg
forth in detail requirements for the construction of the Project, which shall comply with all applicable laws, statutes, ordinances, codes and regulations.
2.4.2 The Design Professional shall assist the Owner in the pmpamtimoftheneceatmybiddingarpmcmemattinfmnadon, bidding orpmcmanentfonis,tlu
Conditions of the contract, and the form of Agreement between the Owner and contractor.
2.4.3 The Design Professional shall advise the Owner ofany 4ustments toptevious preliminary estimates ofConshuctim Cost indicated by changes in requirements
or general market conditions.
2.4.4 The Design Professional shall assist the Owner in connection with the Owner's ropotmbilityforfiling documents required fortheapprovd ofgovemn= l
authorities having jurisdiction over the Project.
2.5 CONSTUC ION CONTRACT PROCUREMENT
2.5.1 The Design Professional, following the Owner's approval of the Consh mdonDomm=bandofdte Westptelir®mydetiled.AmateofCmamatimCcA
shall assist the Owner in procuring a construction contact for the Project through my procurement method that is legally applicable to the Project including without
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C:\WINDOWS.TEh1P\GENERALI.doc Revised 5-30-02
limitation, the competitive sealed bidding process. Although the Owner will consider the advice of the Design Professional, the award of the construction contract is in
the sole discretion of the Owner.
2.5.2 If the construction contract amount for the Pmjectexaeds the load construction costofthepmjectas set forth in disapproved Detailed Statement ofPmbable
Construction Costs of the Project submitted by the Design Professional, then the Design Professional, at its sole cost and expense, will revise the Comfiction
Documents as maybe required by the Ownerto reduce or modify the quantity or quality of the work so that the total construction cost ofthe Project will not exceed
the total construction cost set forth in the approved Detailed Statement of Probable Constmction Costs.
2.6 CONSTRUCTION PHASE - ADMINISTRATION OF THE CONSTRUCTION CONTRACT
2.6.1 The Design Professional's responsibility to provide Basic Servicesforthe Construction Pea wxkrddsAgmmierncononuses wilhlhe awmdoftheConlrn2
for Construction and terminates at the issuance to the Owner of the final Certificate for Payment, unless extended.under.the .terms .ofSubsection 8.3.2.
2.6.2 The Design Professional shall provide detailed administration of the Cmhactfor Construction assetfxthbelow. Fordctignprofessionalss the administration
shall also be in accordance with AIA document A201, General Conditions of the Contract for Constmction,cmrp twofthedateoftheAgmeamtasmaybe
amended by the City of Denton special conditions, unless otherwiseprovided inthe Agreement Forengureestheadndnishetion shall also be in aceadanoewiirthe
Standard Specifications for Public Works Construction by the North Central Texas Council of Govenunmts,ox=softhedakoflheAg mimit mdeasodnvhc
provided in the Agreement.
2.6.3 Construction Phase duties, responsibilities and limitations of authority of the Design Professional shag not be restricted, malifiedaewadhdwithaawnl0m
agreement of the Owner and Design Professional.
2.6.4 The Design Pmfessiomil shall be a representative of and shall advise and consult with the Owner (I) during construction, and (2) at the Owners direction from
time to time during the correction, or warranty period described in the Contract for Construction. The DesignPmfaumalshagbaseauthority to actonbehalfofthe
Owner only to the extent provided in the Agreement and these General Conditions, unless otherwise modified by written instrument.
2.6.5 The Design Professional shall observe the construction site at least one time a week, while construction is in progress, and as reasonably necessary while
construction is not in progress, to become familiar with the progress and qualityofthe work completed and to determine ifthewodrisbeiogperfor ed inamamer
indicating that the work when completed will be in accordance with the Contract Documents. Design Professional shallpmvkeOwnerawrittm report subsequent to
each on -site visit. On the basis of on -site observations the Design Professional shall keep the Owner informed of the prognssandgmlilyofthewak,andsha8
exercise the Degree of Care and diligence in discovering and promptly reportingtotheOwtaranyohaavabledefeMmdeficivniwinthewakofCo*acbrmaW
subcontractors. The Design Professional represents that he will follow Degree of Care in performingallSehvionau dcBeAgemhaht TboDesignPnofessionalsba➢
promptly correct any defective designs or specifications famished by the Design Professional at no costar the Owner. The Owner's approval, acceplance,useofa
payment for all or any part of the Design Professional's Services hereunder or of the ProjeetilsdfshallinnowayaltrdeDesignProfrsio al'sobligati mthe
Owner's rights hereunder.
2.6.6 The Design Professional shall not have control over or charge of and shall not be responsible for construction means, methods, technnqus,seghmmceaa
procedures, or for safety precautions and programs in connection with the work The Design Professional shall notbe responsible for the Contractors schedules or
failure to carry out the work in accordance with the Contract Documents except vaof msudmfaihaemayrmdtfiomDaignProkmbnsl'sneghgmtactsaards-
sions. The Design Professional shall not have control over or charge of acts or omissiewofftConftwt r, Silxmhactm%mdeiregmsorempkryaes,mofany
other persons performing portions of the work.
2.6.7 The Design Professional shall at all times have access to the work wherever it is in preparation or progress.
2.6.8 Except as may otherwise be provided in the Contract Documents or when direct commmicad mhambanspaiellymdlnaiad,theOwrraadConbwbx
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.
2.6.10 The Design Professional's certification for payment shall consti6aeargxesmbfimtotheOh ,basWmdeDesipPmEf WcrW sobservad=atthesitess
provided in Subsection 2.6.5 and on the data comprising the Contactors Application for Payment, that the work has progressed to the point indratodaidt att e
quality of the Work is in accordance with the Contract Documents. The foregoingmpmsmldimsm ms ectbmmrdmiatimsfimdwCamadDoct ts=-
rectable prior to completion and to specific qualifications expressed by the Design Professional. The issuance of aCettifiwtefmPaymentsba fiaWmcomtitusea
representation that the Contractor is entitled to payment in the amour certified. However, the issuance of a Certificate for Payment shall not be a representation lust
the Design Professional has (1) reviewed construction means, methods, techniques, sequences aprocedurts,a(2)ascertained how or fir wbatpnapostido Cm6amv
has used money previously paid on account of the Contract Sum. -
2.6.11 The Design Professional shall have the responsibility and authoritytorejeetwmkwhichdmwtomfmnmtheCortWDoamml WhenvertbaDesign
Professional considers it necessary or advisable for implementation of the intent of the Contract Documents dcDeig Pm&mieodwillbm mt arkyrompdne
additional inspection or testing of the work in accordance with the provisions of the ConbmdDoamtents,whed a unotsuch Woikis fitbricated,imtalledm
completed. However, neither this authority ofthe Design Professional nmr adecision made in good taitheitherm exercise ornotexemise such authority shall gin rise
to a duty or responsibility of the Design Professional to the Contractor, Subcontractors, material and equipment suppliers, theragmisaempbyeesaoPoapasaa
performing portions of the work.
2.6.12 The Design Professional shall review and approve or take other appropriate action upon Contractors submittals such as Shop Dmwnhga,PmdntDammd
Samples for the purpose of (1) determining compliance with applicable laws, statutes, ordinances and codes; and (2) determining whether or not the work, when
completed, will be in compliance with the requirements of the Contract Documents. The Design Professional shaUa twithmchreavablepr=pbm to,aean
delay in the work or in the construction of the Owner or of separate contractors, while aDawinga fxiedfitminieDeigmPmfessiaal' pm&s4orWjudgrentm
permitadequate review. Review ofsuch submittals is notconductedforthe purpose ofdetertnuming the accuracy and conpleeness ofotherdeeils suchasdimensiom
and quantities or for substantiating instructions for installation or performance of equipment or systems designed by the Contractor, all ofwhicLrenahmdie
responsibility of the Contractor to the extent required by the Contract Documents. The Design Professional's review shall not coratibthe approval of safety precautions
or, unless otherwise specifically stated by the Design Professional, of construction means, methods,fclmiques,mqu5�aptocedaaes ThaD®g Praf sic alk
approval of a specific item shall not indicate approval of an assembly of which the item is a component Whm professionalcertificationofpermmtare m
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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 Ch=pDkecdves,withmppmtingdo=mit6marddeaifdcemednwesrmyby
the Design Professional as provided in Subsections 3.1.1 and 3.3.3, for the Owner's approval and exeanim naocmid withtheCmkadDoament%andnmy
authorize minor changes in the work not involving an adjustment in the Contract Sum or an extension of the Contract Time which are rut immnsislmtwiWWe intern
of the Contract Documents.
2.6.14 On behalf of the Owner, the Design Pmfessional 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 withdic
requirements of the Contract Documents.
2.6.15 The Design Professional shall interpret and provide recommendations on matters concerning performance of the Owner and ConbadorurclvtherapIDenocals
of the Contract Documents on written request ofeither the Owneror 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 bemnsis viththeinhntofadreasonablyinfmblefom6neCmh=Docmumtsandsim8
be in writing or in the form of drawings. When making such interpretations and initial decisions, the Design Professional shall endeavorto secure falthfid pafomnarz
by both Owner and Contractor, and shall not be liable for results or interpretationsordecisions so rendered in good fai6nin aemrdancewithaB dwpovisi=ofdiis
Agreement and in the absence of negligence.
2.6.17 The Design Professional shall render written decisions within a reasonable time on all claim, disputes mother matters in questicnbdwmntheOwnerad
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 Agreementin accordance With deDegeeofCare;(2)will reimburse theOwoerfma8 darns
caused by the defective designs the Design Professional prepares; and (3) by acknowledging paymembythe Ownerofaylbesduesha8mtberekawdfnnhany
rights the Owner may have under the Agreement or diminish any of the Design Professional's obligations thereunder.
2.6.19 The Design Professional shall provide the Owner with four sets of reproducible prinisslmv4aD6gificmntrhengcslotheCm*uctionDoamnmadnsiog
the Construction Phase.
ARTICLE ADDITIONAL SERVICES
3.1 GENERAL
3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified in the AgeaoaaorPropossl, mddWd a8bepaidfmrbydc
Owner as provided in the Agreement, in addition to the compensation for Basic Services. The services described under Sections 3.2 and 3.4 shag only be provided if
authorized or confirmed in writing by the Owner. If services desm'hadurderCaWngmtAddidonal Services inSectim 33 arerequimddue to ciaxns6nees beyond
the Design Professional's control, the Design Professional shall notify the Owner in writing and shall act commence such additional servinevurallitmodsrs mitten
approval from the Owner to proceed. If the Owner indicates in writing that all or part of such ContmVmtAdffo el Servi mmnotreWkcd,ftDcapPmfissiaW
shall have no obligation to provide those services. Owner will be responsible for compensating the Dms nPmfesimW forCornbegm tAddmael Savi=ordyif
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 sha8povideoneormarePmect
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 DedpPinfes6melMbeco npanseteddmteform
agreed by the Owner and Design Professional.
3.3 CONTINGENT ADDITIONAL SERVICES
3.3.1 Making material revisions in Drawings, Specifications or other documents when such revisions are: .
1. inconsistent with approvals or instructions previously given by the Owner, including mvalommadonowsaybyaTjmmnanshrtheOtwnds
program or Project budget;
2. required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents, or
3. due to changes required as a result of the Owner's failure to render decision in a timely meaner.
3.3.2 Providing services required because of significant changes in the Project including, but not limited to, size, quality,00rnplodty, mftO xnefssrhdnle,except
for services required under Subsection 2.5.2.
3.3.3 Preparing Drawings, Specifications and other documentation and supporting data, and providing other services in connecdmwBnarengeOrdesand
Construction Change Directives.
3.3.4 Providing consultation concerning replacement of work damaged by fire or other cause during construction, and firridnitgswAomhegoinsdinconnectionvAdh
the replacement of such work.
3.3.5 Providing services made necessary by the default of the Contractor, by major defects or deficiencies in the work of the Connactm, abyfitihncofpadmnaioe
of either the Owner or Contractor under the Contract for Construction.
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3.3.6 Providing services in evaluating an extensive number of claims submitted by the Contractor or others in connection with the work.
3.3.7 Providing services in connection with a public hearing, arbitrationproceeding or legal proceeding except where the Design Professional is party thereto
3.3.8 Providing services in addition to thane required by Article 2 for preparing documents for alternate, separate or sequentalbklsapmvi rmgsavimino mredim
with bidding or construction prior to the completion of the Construction Documents Phase.
3.3.9 Notwithstanding anything contained in the Agreement, Proposal or these General Conditions to the contrary, all services described in this Adicle3 thmare
caused or necessitated in whole or in pan due to the negligent act or omission of the Design Professional shall be performed by the Design Professional as apart of the
Basic Services under the Agreement with no additional compensation above and beyond the compensation due the Design Professional for the Basic Services The
3.4 OPTIONAL ADDITIONAL SERVICES
3.4.1 Providing financial feasibility or other special studies.
3.4.2 Providing planning surveys, site evaluations or comparative studies of prospective sites.
3.4.3 Providing special surveys, environmental studies and submissions required for approvals of governmental authodtismodminvingjuda8cfimova8n
Project.
3.4.4 Providing services relative to future facilities, systems and equipment.
3.4.5 Providing services to investigate existing conditions or facilities or to make measured drawings thereof
3.4.6 Providing services to verify the accuracy of drawings or other information furnished by the Owner.
3.4.7 Providing coordination of construction performed by separate contractors orby the Ownet's own forcesmdcoad'antimrofservlrs regrmedmmmectimtv0h
construction performed and equipment supplied by the Owner. _
3.4.8 Providing detailed quantity surveys or inventories of material, equipment and labor.
3.4.9 Providing analyses of operating and maintenance costs.
3.4.10 Making investigations, inventories of materials or equipment, or valuations and detailed appraisals of existing facilities.
3.4.12 Providing assistance in the utilization of equipment or systems such as testing, adj=6ngardbalmxrogpapem6onofopamimnand mammis,
training personnel for operation and maintenance and consultation during operation. -
3.4.13 Providing interior design and similar services required for or in connection with the selecfimptomuementmiroW8afimtoffimdane fumi4iW wdrdamd
equipment.
3.4.14 Providing services other than as provided in Section 2.6.4, after issuance to the Owner of the final Certificate for Payment and expiration of the Warranty
period of the Contract for Construction.
3.4.15 Providing services of consultants for other than architectural, civil, smwtuzl, mechanical and electrical engineedngp dim ofthePmjectprevidedesapadof
Basic Services.
3.4.16 Providing any other services not otherwise included in this Agreement or not customarily furnished in accordance with genetdlyacoepmdmdhitechnal
practice.
3.4:17 Preparing a set of reproducible record drawings in addition to those required by Subsection 2.6.19, showmgs47ffrar tchmgm m0nwa kn3adDd dagcm-
struction based on masked -up prints, drawings and other data furnished by the Contractor to the Design Professional. -
3.4.18 Notwithstanding anything contained in the Agreement, Proposal or these General CodNon;tothecontrary, all services desmbedinOisAdicle30mtate
caused ornecessitated in whole or in part due to the negligent set or omission of the Design Professional shall be performed by the Design Professional as apart ofthe
Basic Services under the Agreement with no additional compensation above and beyond the compensation due the Design Professional for the Basic Services. The
intervening or concurrent negligence of the Owner shall not limit the Design Professional's obligations under this Subsection 3.4.18.
ARTICLE 4 OWNER'S RESPONSIBILITIES
4.1 The Owner shall consult with the Design Professional regarding requirements for. the Project, including (1) the Owners objecdvs,(2)sdxduleadde*
constraints and criteria, including space requirements and relationships, flexibility, expendability, special equipment, systems and site requirements, as mom speci-
fically described in Subsection 2.2.1.
4.2 The Owner shall establish and update an overall budget for the Project, including the Construction Cost,theOwnet's dhercosas and reasonable contingencies
related to all of these costs.
4.3 If requested by the Design Professional, the Owner shag famish evidence drat financial arrangements have been made to fulfi80reOwaresobGga ian urrda0ns
Agreement.
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\GENERALI.doc Revised 5-30-02
4.4 The Owner shall designate a representative authorized to set on the Owners behalf with respect to the Project The Owneror such authorized representative shall
render decisions in a timely manner pertaining to documents submitted by the Design Professional hnedeoavoidumusm"ddayhudnmfedyandrequmU
progress of the Design Professional's services.
4.5 Where applicable, the Owner shall furnish surveys describing physical characwdslics, legal l'umtatnreandutili(ylaatiorufhrff"teofthePmJ=S ardawriaen
legal description of the site. The surveys and legal information shall include, as apphmble,gradesardhmofskeds,alleys,pavemnssardadjoinmgpcopatyand
structures; adjacent drainage; rightaof-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 tees; and information concerting availableutBhyservicesandlies,both
public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a project benchmark
4.6 Where applicable, the Owner shall famish the services of geotechnical engineers when such services are requested by the DesignProfessiorel Sudtsmvioesmay
include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tMevduafiam ofhmnrdmnandd%puu dcmnsimandre-
sistivity tests, including necessary operations for anticipating sub -soil conditions, with reports and appropriate professional recommendations.
4.6.1 The Owner shall furnish the services of other consultamswhensurhsmvicesamnssoneblyreqtd¢dbythesmpeofthePrgadandm wqumledbytheDoign
Professional and are not retained by the Design Professional as part of its Basic Services or Additional Services.
4.7 When not a part of the Additional Services, the Owner shall famish structural, mechanical, chemical, air and water pollution tests, tests of hazardous matciels,
and other laboratory and environmental tests, inspections and reports required by law or the Contract Documents.
4.8 The Owner shall furnish all legal, accounting and insurance counseling services as maybe necessary atany time for the Project, including auditing services the
Owner may require to verify the Contractor's Applications for Payment or to ascertain how orforwhatpurposa the Conbacmrbasused the noneypaidby crm
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 Owner's expense, ardtheDmign
Professional shall be entitled to rely upon the accuracy and completeness thereof in the absence of any negligence on the part of the DeigaRmlissia nd.
4.10 The Owner shall give prompt written notice to the Design ProfcmionW ifthe Owoerberorrcsawmeofmryfauhadefectia&Fiojodmnonconfo�vvilh
the Contract Documents.
4.11 Design Professional shall propose language for certificates or certifications to be requested of the DeignPmfm6oroluDes*Pmfe dorsal cma*mrfiard
shall submit such to the Owner for review and approval at least fourtcen(14) days prior to execution The Owneragrees not to mquestoettifications 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 Cast shall be the total cost or estimated rust to the Ownerof all elements of the Project designed or specified by the Design Professional.
5.1.2 The Construction Cost shall include the cost at curratmadmtmhsoflabmandmaWdalsfinidWby ieOwtuxand equipmetndesgedspmdied,seledoda
specially provided for by the Design Professional, plus a reasonable allowance for the Contractor's overhead and profit Inaddifion,aremanablea0mvaoce foroar-
tingencies shall be included for market conditions at the time of bidding and for changes in the work during construction.
5.1.3 Construction Cost does not include the compensation of the Design Professional and Design Professional'sconsulmnts, the costs of the lend, rightsof-wag
financing or other costs which am the responsibility of the Owner as provided in Article 4. - -
5.2 RESPONSIBILITY FOR CONSTRUCTION COST
5.2.1 Evaluations of the Owner's Project budget, preliminary estimates of Construction Cost and detailed estimates of Con9nctionCostprepmedbytheDeigr
Professional represent the Design Professional's bestjudgment asa design professional fiunilim with the construction industry. Itisrmogniarl,Ioweve40mtneitlra
the Design Professional nor the Owner has control over the cost of labor, materials or equipment, over the Conbactoesmediodsofdemnmmugladpri s,o ever
competitive bidding or market conditions. Accordingly, the Design Professional cannot and does not wamdmorrepnsmtimtbldsmoostp 4)asalsw0lmtvmy
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 aconditionof the Agreementby the furnishing, propomlarestb!4urimtefaPmjectbudget,unless
such fixed limit has been agreed upon in writing and signed by the parties therein. Ifsuchafixed limithas bcenmsoblishod, disDeigtPadwsiord $n8bepmrdthd
to include contingencies for design, bidding and price escalation, to determine what materials, equipmea,cwnpmemsystrnu and types ofconsnuctimumeobe
included in the Contract Documents, to make reasonable adjustmentsin the scope ofthe Project and to include in the Contact DocumeasaltimeObirkoadjustie
Construction Cost to the fixed limit. Fixed limits, if any, shall be incmuedinteamamtofankm indnCmhactSmuocmx*afb2ra¢mtimoftle Contact
for Construction.
5.2.3 If the Procurement Phase has not commenced within 90 days after the Design Professional submits the Construction Documents to the Owner, any Project
budget or fixed limit of Construction Cost shall be adjusted to reflect changes in the general level of prices in the construction industry between the date of submission
of the Construction Documents to the Owner and the date on which proposals are. sought.
ARTICLE 6 OWNERSHIP AND USE OF DOCUMENTS
6.1 The Drawings, Specifications and other documents prepared by the Design Professional for this Project she instnm eats of the DesignPmfes9anal'ssetviceandsln8
become the property of the Owner upon termination or completion of the Agreement. The Design Professional iserridedo retain copies ofa8 srchdcr>mrnls. Such
documents are intended only be applicable to this Project, and Owner's we of such documents in other projects shall bestownc's soledskandespense. Intheevemthe
Owner uses any of the information or materials developedpursusnt to the Agreement in another project or for otherpmposes than are specified in the Agreement, the Deign
Professional is released from any and all liability relating to their use in that project
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6.2 Submission ordismbution of documents to meet official regulatory requirements or for similarpurposes in connection with the Project is not to be construed as publication
in derogation of the Design Professional's reserved rights.
ARTICLE 7 TERMINATION, SUSPENSION OR ABANDONMENT
7.1 The Design Professional may terminate the Agreement upon not less than thirty days written notice should the Owner fail substantiallyahparfirm inaccordancewididic
terms of the Agreement through no fault of the Design Professional. Owner may terminate the Agreement or any phase thereof with or without cause upon thirty (30) days
prior written notice to the Design Professional. All work and labor being performid under the Agramanshall cease immediately Von Design Professional's receiptofsuch
notice. Before the end of the thirty (30) day period, Design Professional shall invoice the Owner for all work it satisfactorily perfomedprimto8tarec*ofmxhmfim No
amount shall be due forlost or anticipated profits. Ad plans, field surveys, and other data related to the Project shall become property of the Owner upon termination of the
Agreement and shall be promptly delivered to the Ownerinareasonablyorgmdzedform. Should Owner subsequen0y mntractwith anew Design Professional for=&nation
of services on the Project, Desk Professional shall cooperate in providing information._
7.2 If the Project is suspended by the Owner for more dran 30 consecutive days, the Design Professional shall be compensated forservices satisfactorily performed prior to
notice of such suspension. When the Project is resumed, the Design Professional's compensation shall be equitably adjusWbpmvideforop tssi wLffmdin thehcemom
and resumption of the Design Professional's services.
7.3 The Agreement maybe terminated by the Owner upon not less than seven days written notice to the Design Professional in the event that the Ptojectispemtanmtly
abandoned. If the Project is abandoned by the Owner for mom Sian 90 consecutive days, the Design Professional or the Owrermay temdnate the Agreement by giving written
notice.
7.4 Failure of the Owner to make payments to the Design Professional forworkv+�tiffickhrityrompktedinaccordsnce with the Agreementsha8bemnsidaedsubstaatialnon-
performance and cause for termination.
7.5 If the Owner fails to make payment to Design Professional within thirty (30) days of receiptofasta a forsmM=pmp*mds lypafoamd eDedp
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 DesiguProfessional, the DesignPmfessional shall be Campertsetedforservices propedyand sadisfacorilyperformedpdorto
termination.
ARTICLE 8 PAYMENTS TO THE DESIGN PROFESSIONAL
8.1 DIRECT PERSONNEL EXPENSE
8.1.1 Direct Personnel Expense is defined as the direct salaries of the Design Professional's personnel engaged on the Project and theportionofthe cost oftheu
mandatory and customary contributions and benefits related drereto, such m employment taxes and other statutoryemployee benefiLs,bmmme sckkasr hubdrs,
vacations, pensions and similar contributions and benefits.
9.2 REIMBURSABLE EXPENSES
8.2.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred byde DesippPnrtassioelatd
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 Pro ec xcq esincoonectimwithmulntiwdatof-tow kaw;lmgdismrxe rg
and fees paid for securing approval of authorities havingjurisdiction over the Project.
8.2.1.2 Expense of reproductions (except the reproduction of the sets of documents referenced in Subsection 26.191postegeandbartdlirigof nnving
Specifications and other documents.
8.2.1.3 If authorized in advance by the Owner, expense of overtime work requiring higher than regular rates.
8.2.1.4 Expense of renderings, models and mock-ups requested by the Owner.
8.2.1.5- Expense of computer -aided design and drafting equipment time when used in connection with the Project.
8.2.1.6 Other expenses that are approved in advance in writing by the Owner.
8.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES
8.3.1 Payments for Basic Services shall be made monthly and, where applicable, shall be in proportion to servimpul'onr dwithhtewbphaseofserviormtie
basis set forth in Section 2 of the Agreement and the schedule of work.
8.3.2 If and to the extent that the time initially establidredindteAgmmr& tisexaededmextetdedduoughrofaukoffi eDesignProfmdmal,mnVensadmfmmy
services rendered during the additional period of time shall be computed in the manner set forth in Section 2 of the Agreement.
8.3.3 When compensation is based on apercentage of ConsbuctionCostand mypordons ofdre Projectare deleted orodrerwise rwtcommrckd, compensatim for
those portions of the Project shall be payable to the extent services are performed an datseporfions, in accordance wiMdre schedule setforth in Sectioa2 ofdre
Agreement based on (1) the lowest bona fide bid or (2) if no such bid or proposal is received, the most recent preliminary estimate of Construction Cost or detailoi
estimate of Construction Cost for such portions of the Project.
9.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES
8.4.1 Payments on account of the Design Professional's Additional Services and for Reimbursable Expenses shall be made monthly within 30 daysaflerdm
presentation to the Owner of the Design Professional's statement of services rendered or expenses incurred.
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8.5 PAYMENTS WITHHELD No deductions shall be made from the Design Professional's coupmse6ononacmt3rtofpemlty,l g6defal orcPoersurmw&ildd
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 iospecticnard
copying during regular business hews for thm years after the date of the find Certificate of Payment or until any litigation related to the Pmject is final, whichever date is
later.
OAK ` 10 ulalYMl
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
—Itw'te6on, damages for bolt y an personal ntl— a ti ndeath and property damage, rasa ng one a neg igen acts or onessions of the Design Professional or its officers,
shareholders, agents, or employees in the performance of the Agreement.
9.2 Nothing herein shall be construed to create a liability to any person who is not a party to the Agreement, and nothing herein shall waive any of the parties' defenses,
both at law or equity, to any claim, cause of action, or litigation filed by anyone not apart 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 insuancewithan
insurance company licensed or authorized to do business in the State of Texas by the State Insurance Commission or any successor agency that bas a rating with Best
Rate Carriens of at least an A- or above:
10.1 Comprehensive General Liability Insurance with bodily injury limits of not less than $I,000,000 for each occurrence and not less than $2,000,000 in One aggregate,
and with property damage limits of not less than $100,000 for each occurrence and not less than $250,000 in the aggregate.
10.2 Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident, and with property
damage limits of not less than $100,000 for each accident. -
10.3 Worker's Compensation Insurance in accordance with statutory requirements, and Employers' Liability Insurance with limits of not less then $100,000 for each
accident including occupational disease.
10.4 Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate.
10.5 The Design Professional shall furnish insurance certificates or insurance policies to the Owner evidencing insurance in compliance with this Article IO at the time
of the execution of the Agreement. The General Liability and Automobile Liabilityinsurance policies shall name the Owner as anadditional 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 cancelMa
modified without thirty (30) days' prior written notice to Owner and Design Professional. In such event, the Design Professional shall, prior to the effective date ofthe
change or cancellation, furnish Owner with substitute certificates of insurance meeting the requirements of this Article 10.
ARTICLE II MISCELLANEOUS PROVISIONS
11.1 The Agreement shall be governed by the laws of the State of Texas. Venue of an y suit or carue of action under the Agreement shall lie exclusively in Denton County,
Texas.
11.2 The Owner and Design Professional,respectively, bind themselves, theirpamns,s`ccessao� assigns and legal representatives he theotherparty to this Agnxmenttandto
the partners, successors, assigns and legal representatives of such otherparty with respect to all covenants of this AgreemenL The Design Professional shall not assign its
interests in the Agreement without the written consent of the Owner.
11.3 The term Agreement as used herein includes the executed Agreement, the Proposal, these General Conditions and other attachments referenced in Section 3 ofthe
Agreement which together represent the entire and integrated agreement Owner and DesignPrefessional and supersedes all pdanegotiations, represeotatoasa
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 ofthe Agreement shall to the extent that is
reasonably possible be read so as to harmonize the provisions. However, should the provisions of these documents be in conflict so that they can not be reasonably harmonized,
such documents shall be given priority in the following order: -
1. The executed Agreement
2, Attachments referenced in Section 3 of the Agreement other than the Proposal
3. These General Provisions
4. The Proposal
11.4 Nothing contained in the Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Design
Professional
11.5 Upon receipt of prior written approval of Owner, the Design Professional shall have the right to includenpesmtadm ofdmedesipof6cPmjat,iochxf ngpinl�apls
of the exterior and interior, among the Design Professional's promotional and professional materials. The Design Pmfessional's materials shag not include the Owner's
confidential or proprietary information if the Owner has previously advised the Design Professional in writing of the specific information conssbedbyfin Owoertabeomf,
dentialor proprietary. The Owner shall provide professional credit for the Design Professional on the comhactiesignaMinthpomotorelniawdalsfmtheProjwL
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11.6 Approval by the Owner shall not constitute, nor be deemed a release of the responsibility and liability of the Design Professional, its employees, associates, agents,
subcontractors, and subconsultants for the accuracy and competency of their designs or other work, nor shall such approval be deemed to be an assumption of such
responsibility by the Owner for any defect in the design or other work prepared by the Design Professional, its employees, subcontractors, agents, and consultants.
11.7 All notices, communications, and reports required or permitted under the Agreement shall be personally delivered or mailed to the respective parties by depositing
same in the United States mail to the address shown below signature block on the Agreement, certified mail, return receipt requested, unless otherwise specified herein.
All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days after mailing.
11.8 If any provision of the Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the
remainder of the Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform the Agreement to replace such
stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision.
11.9 The Design Professional shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they
may now read or hereinafter be amended during the term of this Agreement.
11.10 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.
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