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HomeMy WebLinkAbout2003-318ORDINANCE NO. aS00-J/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 (RFP 3083—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 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. PASSED AND APPROVED this the 74 day of AWL ,2003. EULINE BROCK, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY NBY: a� APPROVED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY BY: Z�^� PSA 3083 PROFESSIONAL SERVICES AGREEMENT FOR ARCHITECT OR ENGINEER Q,^ �TM S, 'AGREEMENT is made and entered into as of the / Lday of , 2003, by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called "Owner" and 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, in connection with the Project. The Project shall include, without limitation, Indefinite Delivery Surveying Services -with Attachments A, B, and C. Page I HASurvey Services\Contract\Arthur Surveying Agreement.doc Revised 5-30-02 SECTION 2 COMPENSATION The Owner shall compensate the Design Professional as follows: 2.1 BASIC SERVICES 2.1.1 For Basic Services the total compensation shall not exceed $300,000 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 H:\Survey Scrviccs\Contract\A thur Surveying Agreemcnt.doc Revised 5-30-02 ATTEST: JE IFER ALTERS, ITY SECRETARY BY. AP OVED AS TO LEGAL FORM: HERBBEERT/ L. PROUTY, CITY ATTORNEY BY: � . ' WITNESS: Arthur eying Co., nc. BY: ougl L. Arthur, RPLS Presi ent Page 3 H:\Survey Services\CantractUrthur Surveying Agrcement.dac Revised 5-30-02 CITY OF DENTON CONDITIONS VICES GENERAL�O XL Olt ENGINEERING SER OR ARC dto "ProPO5fl11 to which these AGREEMENT F sal ( consultants as f end Prow and „A men � S RESPONSIBDITIFS reemcnt(theassi lor Design Professional's employees ER defined t^ �C ag. protessi. 11)ll 11 ordinarily CLE 1. ARCHTELT ORE'NGINE for the Protect (as r celled the "D�t� o Services")- andki services oreinatt° 1(dt " ARt timely TI omted by the Amhttect oc Engineer dte Agreeme^t andpcoP°ce dnrds co nsistc r"f the ld judg eery die Projee nable, informed JndgmC � t or Birpruers service moditicdbY mfessiottal star the 1.1 The Aroltitce ched) P oraf Conditions as revailing P including ^ ° nary for the o[declybe aadinaW Pm) y 3 of these Gen tar to the P lar conditions, of Care neces wbich may sdic . over the opo-1 Conditions lcsc2� m ePE1dCnt contra;o�ity tinder Simi the Degree f Project t,a all via as an ring to ti1e same as is consistent with ce of the Secvf havPmf1Sionsl °r and � ces 'fo 1.2 The Desi@r P[ofcs of the same P o� to cu[[,ml�JYp mC^ as ccbz O Win roved ^end for to' 1 ° �r� b1masma" by the De°st� or Own refers shad erfo[med et's aPP be czceed b m �' ThC. SepMtofessionaf shrill submit for et's roview neble canna, eta is req for the Own t for teas^ Samoa (Y DegtCO of Cam' t pwna shad Samoa of the Ovmer, the Des for periods of titro ni 1 not, ezcep 1J include ell. seces mvcd by the es Conditions and'^°Jude roccC and she b tit is schemuleroodY a ptablc toboth Pam p lished Y use lae Sot of this schedule shallbe � ^ sary to pmdum gCO accurate Time limits cstab mplete and adjustments to rn Sections 2.2 VICES is Services consist of those odi engineering Set meat COPE OF BASIC SER d any modihedby tbO AgmC and .cal cngmeeringservic.c may ARTICLE2S D The Desi�, egasic Services d e Srmehtmbyd Ragni[ed in Section 2.4. Th ascemain Ovmct's needs an m eatabltsh DEFT 2.1 BASIC tsationnom al lest written Prog�^ tot the Pro)cet to tits, each in withoutium uirenre ConstmetionDocnm E shall develop a W° ction budget [eq TlC DESIGN Pf"S. the Owner. ule and constiu 2.2 SCHEMA nsultation wilt m, conswction sched Professional, in c° of the Owners pro@a 2.1.1 The Desigit cet, evaluation Owrter, requirements fo[theProJ mvide a prelitnm 5.21. ctionoEdtcP[o)cnt approval by the shall 1 shall P, fodh in Subsea^°n S^d consw are, for Schematic De5i� �bjea re dre limitations set roaches to design Tonal shall P[eP The Schema 2zz The Desig^ subl alive aPP dre pcstgaProfds , comp°^ems. the Owner ahem uiroments, Of terms of tae outer, relationship t costs and Professional shall [eview with halide and runswctionb vidIngrbe scale aril re c The Desigt _uponprogmnt'sc an ddothecdocoments dlustiaviat volume nod of time from th 2.23 °odes and regttletions. oncurreSeter . on the mutually ad of dmwmgs ordinances, Cost time factor for ilte a pocttmcrts consisting mtcs, o of Construction el,P 2.,AA Based sin Schematic pesi&n withallapplieSbIclaws, celiminarY detailed animal.act and establishes a^ late comp it er a P cling the contemP t to the d min ed in constm the Design Profescsioona c aJcateg ry of work nonbudbet. 2 25 The Deslg �e cos r�tmction. m, schedule or coosmre fo arrd des tribe ° which indicates rl1e completion of co Owner in the pin S rep the s 1 commcneemcntm nu ancl+orized by the of drawings and odtnr�do� Ybe PProP�ate, which 'ems efiat 'c E and any ad3ustme cons d such other edemaprofessional materials en 0£ the documents, I)esi® 23 DESIGN DEVELOP1vIEf PNAS one pesignDoca Design DeveloP^xnt DocumentsCd mval by die Owner, Deli cel and electrical Systems.Owners approval loved Scheinding er Doteiled Statement as deu ri 23.1 Boned S the aPP for apP srmcmra4 mac lations. Notwtthssa of the Project Cost in a forth m Such codes � , codes and reg m fulfill the v-1- meta of Constmetion Professional shall p?ePt statutes, oidm t and adequate cheracte[ofdreP cis S,s wlllbc suffwie^ Austrians to the prelimal"CS^ wilt all aPP1Jwble laws, budget Documents and spceificenons Owner of any ad) shall advise the in the p elfi ction setting 2 The Desi@t Professional a or quality of the ProleG`°��and Specihcanons 23. tits in the sooP merits eonsisting of Dmmrd regulations. in Section 2.2.5. ITS PEE funhe[adjustme astiimtion Docu ordinances, col forms, the UCCfON DOCUMEN Dwr� peveloPman, Documents and approval ti1C Owner, pp le laws, statutes+ p J prepare, for a apron c m wilt all apPJ1Ld' rocuremem infomtatioo, biddingor m mement to 2,4 CONSTR Tensional shut P . wWchshall comply gas by on the oprrojh DOM nst of thePro)ect bidding or P I 2A.1Studits o tmctiori Station of the n Sur.. Cost iudicatcdbY chan6 es in uireme^ authorizedmenu for the c° the prep ction assist the Owner in a Own and contractor. � foAh in detail ingaae res of COnntm Sa shall ass mentbetwcenth reliminary estittta roved of govemtttenmJ The Design ptoion othe form of P, nts m Previous P tits regaimd for the aP4 Con of the coattact, c[ of any ad)°5C°1C Conditions the Own risibility for filing docnme professional shall advise with rbc Owners m po 2.43 The Design connection tnSrlretconditions. wrier in wM to of Coristmcti°n Cost, or general l assist the O wbbout Professional sbnl 'Inritary ai JI %be Prial including 2to .4.4 The Design. .,dictionovec dteProject theall aPP having) ANT ction Doeurttems rind ofchod drattis leg Y audiorities CT PROCURE v.I of the C rr` memownt Me of s appro a Project through any P 2.5 CONSTUCTION CONTRA following the n t for dr page ) of g Revised 5-30-02 pmie,"ioOna, acno mcuon wntiec 2.5.1 The Design e[ Or p shall assist the Own H \SurveServices\Conhaaf\GENERAL y COND1T10N5-ARCHITECT-ENGINBER'doc 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 Project exceeds the total construction cost of the Project as set forth in the approved Detailed Statement of Probable Construction Costs of the Project submitted by the Design Professional, then the Design Professional, at its sole cost and expense, will revise the Construction Documents as may be required by the Owner to reduce or modify the quantity or quality of the work so that the total construction cost of the Project will not exceed the total construction cost set forth in the approved Detailed Statement of Probable Construction Casts. 2.6 CONSTRUCTION PHASE - ADNHNISTRATION OF THE CONSTRUCTION CONTRACT 2.6.1 The Design Professional's responsibility to provide Basic Services for the Construction Phase under this Agreement commences with the award of the Contract for Construction and torm hates at the issuance to the Owner of the final Certificate for Payment, unless extended under the terms of Subsection 8.3.2. 2.6.2 The Design Professional shall provide detailed administration of the Contract for Construction as set forth below. For design professionalss the administration shall also be in accordance with ALA document A201, General Conditions of the Contract for Construction, current as of the date of the Agreement as may be amended by the City of Menton special conditions, unless otherwise provided in the Agreement. For engineers the administration shall also be in accordance with the Standard Specifications for Public Works Construction by the North Central Texas Council of Governments, current as of the date of the Agreement, unless otherwise provided in the Agreement. 2.6.3 Construction Phase duties, responsibilities and limitations of authority of the Design Professional shall not be restricted, modified or extended without written agreement of the Owner and Design Professional. 2.6.4 The Design Professional shall be a representative of and shall advise and consult with the Owner (1) during construction, and (2) at the Owners direction from time to time during the correction, or warranty period described in the Contract for Construction. The Design Professional shall have authority to act on behalf of the Owner only to the extent provided in the Agreement and those General Conditions, unless otherwise modified by written instrument 2.6.5 The Design Professional shall observe the concoction site at least one time a week, while construction is in progress, and as reasonably necessary while construction is not in progress, to become familiar with the progress and quality of the work completed and to determine if the work is being performed in a manner indicating that the work when completed will be in accordance with the Contract Documents. Design Professional shall provide Owner a written report subsequent to each on -site visit On the basis of on -site observations the Design Professional shall keep the Owner informed of the progress and quality of the work and shall exercise the Degree of Care and diligence in discovering and promptly reporting to the Owner any observable defects or deficiencies in the work of Contractor or any subcontractors. The Design Professional represents that he will follow Degree of Care in perforating all Services under the Agreement The Design Professional shall promptly correct any defective designs or specifications furnished by the Design Professional at no cost to the Owner. The Owner's approval, acceptance, use of or payment for all or any part of the Design Professional's Services hereunder or of the Project itself shall in no way alter the Design Professional's obligations or the 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, techniques, sequences or procedures, or for safety precautions and programs in connection with the work. The Design Professional shall not be responsible for the Contractors schedules or failure to tarty out the work in accordance with the Contract Documents except insofar as such failure may insult from Design Professional's negligent acts or ends- sions. The Design Professional shall not have control over or charge of acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of my other persons perforating portions of the work. 2.6.7 The Design Professional shall at all times have access to the work whatever it is in preparation or progress. 2.6.8 Except as may otherwise be provided in die Contact Documents or when direct communications have been specially authorized, the Owner and Contractor shall communicate through the Design Professional. Communications by and with the Design Professional's consultants shall be through the Design Professional. 2.6.9 Based on the Design Professional's observations at the site of the work and evaluations of the Contractor's Applications for Payment, the Design Professional shall review and certify the amounts due the Contractor. 2.6.10 The Design Professional's certification for payment shall constitute a representation to the Owner, based on the Design Professional's observations at the site as provided in Subsection 2.6.5 and on the data comptising the Contractors Application for Payment, that the work has progressed to the point indicated and that the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to minor deviations from the Contract Documents cor- rectable prior to completion and to specific qualifications expressed by the Design Professional. The issuance of a Certificate for Payment shall further constitute a representation that the Contactor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment shall not be a representation that the Design Pmfessioml has (1) reviewed construction means, methods, techniques, sequences or procedures, or (2) ascertained how or for what purpose the Contactor has used money previously paid on account of the Contract Sum. 2.6.11 The Design Professional shall have the responsibility and authority to reject work which does not conform to the Contact Documents. Whenever the Design Professional considers it necessary or advisable for implementation of the intent of the Contact Documents, the Design Professional will have authority to require additional inspection or testing of the work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Design Professional nor a decision made in good faith either to exercise or not exercise such authority shall give rise to a duty or responsibility of the Design Professional to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons performing portions of the work. 2.6.12 The Design Professional shall review and approve or take other appropriate action upon Contractors submittals such as Shop Drawings, Product Data and Samples for the purpose of (1) determining compliance with applicable laws, salutes, 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 shall act with such reasonable promptness to cause no delay in the work or in the construction of the Owner or of separate contractors, while allowing sufficient time in the Design Professional's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities or for substantiating instructions for installation or performance of equipment or systems designed by the Contractor, all of which remain the responsibility of the Contactor to the extent required by the Contract Documents. The Design Professional's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Design Professional, of construction means, methods, techniques, sequences or procedures. The Design Professional's approval of a specific item shall not indicate approval of an assembly of which the item is a component. When professional cortification of performance characteristics Page 2 of 8 H:\Survey Services\Contract\GENERAL CONDITIONS-ARCHITECT-ENGINEER.doc Revised 5-30-02 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 lampoon Change Orders and Construction Change Directives, with supporting documentation and data if deemed necessary by the Design Professional as provided in Subsections 3.1.1 and 3.3.3, for the Owners approval and execution in accordance with the Contract Documents, and may authorize minor changes in the work not involving an adjustment in the Contract Sum or an extension of the Contract Time which am not inconsistent with the intent of the Contract Documents. 2.6.14 On behalf of the Owner, the Design Professional shall conduct inspections to determine the dates of Substantial Completion and Final Completion, and if requested by the Owner shall issue Certificates of Substantial and Final Completion. The Design Professional will receive and review written gameness; s; and related documents acquired by the Contract for Construction to be assembled by the Contractor and shall issue a final certificate for Payment upon compliance with the requirornents of the Contract Documents. 2.6.15 The Design Professional shall interpret and provide recommendations on matters concerning performance of the Owner and Contractor under the requirements of the Contract Documents on written request of either the Owner or Contractor. The Design Professional's response to such requests shall be made with reasonable promptness and within any time limits agreed upon. 2.6.16 Interpretations and decisions of the Design Professional shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings. When making such interpretations and initial decisions, the Design Professional shall endeavor to secure faithful performance by both Owner and Contractor, and shall not be liable for results or interpretations or decisions so rendered in good faith in accordance with all the provisions of this Agreement and in the absence of negligence. 2.6.17 The Design Professional shall render written decisions within a reasonable time on all claims, disputes or other matters in question between the Owner and Contractor relating to the execution or progress of the work as provided in the Contract Documents. 2.6.18 The Design Professional (1) shall tender services under the Agreement in accordance with the Degree of Cam; (2) will mimburse the Owner for all damages caused by the defective designs the Design Professional prepares; and (3) by acknowledging payment by the Owner of any fees due, shall not be released from any rights the Owner may have under the Agreement or diminish any of the Design Professional's obligations thereunder. 2.6.19 The Design Professional shall provide the Owner with four sets of reproducible prints showing all significant changes to the Construction Documents during the Construction Phase. ARTICLE ADDITIONAL SERVICES 3.1 GENERAL 3.1.1 The services described in this Article 3 am not included in Basic Services unless so identified in the Agreement or Proposal, and they shall be paid for by the Owner as provided in the Agreement, in addition to die compensation for Basic Services. The services described under Sections 3.2 and 3.4 shall only be provided if authorized or confined in writing by the Owner. If services described under Contingent Additional Services in Section 3.3 am required due to circumstances beyond the Design Professional's central, the Design Professional shall notify the Owner in writing and shall not commence such additional services until it receives written approval from the Owner to proceed. If the Owner indicates in writing that all or part of such Contingent Additional Services are not required, the Design Professional shall have no obligation to provide those services. Owner will be responsible for compensating the Design Professional for Contingent Additional Services only if they are not required due to the negligence or fault of Design Professional. 3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES 3.2.1 If mom extensive representation at the site than is described in Subsection 2.6.5 is required, the Design Professional shall provide one or mom Project Representatives to assist in carrying out such additional on -site responsibilities. 3.2.2 Pmject Representatives shall be selected, employed and directed by the Design Professional, and the Design Professional shall be compensated therefor as agreed by the Owner and Design Professional. 33 CONTINGENT ADDITIONAL SERVICES 33.1 Making material revisions in Drawings, Specifications or other documents when such revisions are: I. inconsistent with approvals or instructions previously given by the Owner, including revisions made necessary by adjustments in the Owner's program or Project budget; 2. required by die coactment 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 failum to render decision in a timely manner. 33.2 Providing services required because of significant changes in the Project including, but not limited to, size, quality, complexity, or the Owners schedule, except for services acquired order Subsection 2.5.2. 333 Preparing Drawings, Specifications and other documentation and supporting data, and providing other services in connection with Change Orders and Construction Change Directives. 33.4 Providing consultation concerning replacement of work damaged by fire or other cause during construction, and furnishing services required in connection with the replacement of such work. 335 Providing services made necessary by the default of the Contractor, by major defects or deficiencies in the work of the Contractor, or by failure of performance of either the Owner or Contractor under the Contract for Construction. Page 3 of 8 li:\Survey Services\Contract\GENERAL CONDITIONS-ARCHITECT-ENGINEER.doc Revised 5-30-02 33.6 Providing services in evaluating an extensive number of claims submitted by the Contractor or others in connection with the work. 33.7 Providing services in connection with a public hearing, arbitration proceeding or legal proceeding except where the Design Professional is parry thereto. 3.3.8 Providing services in addition to those required by Article 2 for preparing documents for alternate, separate or sequential bids or providing services in connection with bidding or construction prior to the completion of the Construction Documents Phase. 3.3.9 Notwithstanding anything contained in die Agreement, Proposal or these General Conditions to the contrary, all services described in this Article 3 that are caused or necessitated in whole or in part due to die negligent act or omission of the Design Professional shall be performed by the Design Professional as a pan of the Basic Services under the Agreement with no additional compensation above and beyond die compensation due the Design Professional for the Basic Services. The intervening or concurrent negligence of the Owner shall not limit the Design Professional's obligations under this Subsection 3.3.9. 3.4 OPTIONAL ADDITIONAL SERVICES 3A.1 Providing financial feasibility or other special studies. 3.4.2 Providing planning surveys, site evaluations or comparative studies of prospective sites. 3.43 Providing special surveys, environmental studies and submissions inquired for approvals of governmental authorities or others having jurisdiction over the Project. 3.4.4 Providing services relative to future facilities, systems and equipment. 3.4.5 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 or by the Owner's own forces and coordination of services required in connection with construction performed and equipment supplied by the Owner. 3A.8 Providing detailed quantity surveys or inventories of material, equipment and labor. 3A.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, adjusting and balancing, preparation of operation and maintenance manuals, 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 selection, procurement or installation of furniture, f imishings and related equipment. 3.4.14 Providing services other than as provided in Section 2.6.4, after issuance to the Owner of the final Certificate for Payment and expiration of the Warranty period of the Contract for Construction. 3.4.15 Providing services of consultants for other than architectural, civil, structural, mechanical and electrical engineering portions of the Project provided as a part of Basic Services. 3.4.16 Providing my other services not otherwise included in this Agreement or not customarily famished in accordance with generally accepted amhitecturnl Practice. 3.4.17 Preparing a set of reproducible record drawings in addition to those required by Subsection 2.6.19, showing significant changes in the work made during con- struction based on marked -up prints, drawings and other data furnished by the Contractor to the Design Pmfcssional. 3.4.18 Notwithstanding anything contained in the Agreement, Proposal or these General Conditions to the contrary, all services described in this Article 3 that arc caused or necessitated in whole or in part due to the negligent act or omission of the Design Professional shall be performed by the Design Professional as a part of the Basic Services under the Agreement with no additional compensation above and beyond the compensation due the Design Professional for the Basic Services. The intervening or concurrent negligence of the Owner shall not limit the Design Professional's obligations under this Subsection 3.4.1 S. ARTICLE OWNER'S 4.1 The Owner shall consult with the Design Professional regarding requirements for the Pmjcc4 including (1) the Owner's objectives, (2) schedule and design constraints and criteria, including space requirements and relationships, flexibility, expendability, special equipment, systems and site requirements, as more 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, the Owner's other costs and reasonable contingencies related to all of these costs. 43 If requested by the Design Professional, the Owner shall famish evidence than financial arrangements have been made m fulfill the Owners obligations under this Agreement Page 4 of 8 H:\Survey Services\Contract\GENERAL CONDITIONS-ARCHITECT-ENGINEER.doc Revised 5-30-02 4.4 The Owner shall designate a representative authorized to act on the Owner's behalf with respect to the Project. The Owner or such authorized representative shall render decisions in a timely marmot pertaining to documents submitted by the Design Professional in order to avoid unreasonable delay in the orderly and sequential progress of the Design Professional's services. 4.5 Where applicable, the Owner shall famish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; adjacent drainage; rights -of -way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data pertaining to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a project benchmark. 4.6 Wlicre applicable, the Owner shall furnish the services of geotcehnical engineers when such services am requested by the Design Professional. Such services may include but are not limited in test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and re- 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 consultants when such services are reasonably required by the scope of the Project and are requested by the Design Professional and are not retained by the Design Professional as part of its Basic Services or Additional Services. 4.7 When not a part of the Additional Services, the Owner shall famish structural, mechanical, chemical, air and water pollution tests, tests of hazardous materials, and other laboratory and environmental tests, inspections and reports required by law or the Contract Documents. 4.8 The Owner shall furnish all legal, accounting and insurance counseling services as may be necessary at any time for the Project, including auditing services the Owner may require to verify the Contractor's Applications for Payment or in ascertain how or for what purposes the Contractor has used the money paid by or on 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, and the Design Professional shall be entitled to rely upon the accuracy and completeness thereof in the absence of any negligence on the part of the Design Professional. 4.10 The Owner shall give prompt written notice an the Design Professional if the Owner becomes aware of any fault or defect in the Project or nonconformance with the Contract Documents. 4.11 Design Professional shall propose language for certificates or certifications in be requested of the Design Professional or Design Professional's consultants and shall submit such to the Owner for review and approval at least fourteen (14) days prior to execution. The Owner agrees not to request certifications that would require knowledge or services beyond the scope of the Agreement. ARTICLE 5 CONSTRUCTION COST 5.1 CONSTRUCTION COST DEFINED 5.1.1 The Construction Cost shall be the fatal cost or estimated cost to the Owner of all elements of the Pmject designed or specified by the Design Professional. 5.1.2 The Construction Cost shall include the cost at current market rates of labor and materials furnished by the Owner and equipment designed, specified, selected or specially provided for by the Design Professional, plus a reasonable allowance for the Contractor's overhead and profit. In addition, a reasonable allowance for con- tingencies shall be included for market conditions at the time of bidding and for changes in the work during construction. 5.13 Construction Cos[ does not include the compensation of the Design Professional and Design Professional's consultants, the costs of the land, rights -of -way, financing or other costs which are the responsibility of the Owner as provided in Article 4. 5.2 RESPONSIBILITY FOR CONSTRUCTION COST 5.2.1 Evaluations of the Owner's Project budget, preliminary estimates of Construction Cost and detailed estimates of Construction Cost prepared by the Design Professional represent the Design Professional's best judgment as a design professional familiar with the construction industry. It is recognized, however, that neither the Design Professional nor the Owner has control over the cost of labor, materials or equipment, over the Centimeter's methods of determining bid prices, or over competitive bidding or market conditions. Accordingly, the Design Professional cannot and does not warrant or represent that bids or cost proposals will not vary from the Owner's Project budget or from any estimate of Construction Cost or evaluation prepared or agreed in by the Design Professional. 5.2.2 No fixed limit of Construction Cost shall be established as a condition of the Agreement by the famishing, proposal or establishment of a Project budget, unless such fixed limit has been agreed upon in writing and signed by the parties thereto. If such a fixed limit has been established, the Design Professional shall be permitted to include contingencies for design, bidding and price escalation, to determine what materials, equipmem, component systems and types of construction are In be included in the Contract Documents, to make reasonable adjustments in the scope of die Pmject and to include in the Contract Documents alternate bids to adjust the Construction Cost to the fixed limit. Fixed limits, if any, shall be increased in the meant of an increase in the Contract Sum occurring after execution of the Contract for Construction. 5.23 If the Procurement Phase has not commenced within 90 days after the Design Professional submits the Construction Documents in 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 are instruments of the Design Professional's service and shall become the property of the Owner upon termination or completion of the Agreement The Design Professional is entitled to retain copies of all such documents. Such documents are intended only be applicable to this Project, and Owner's use of such documents in other projects shall be at Owner's sole risk and expense. In the event the Owncr uses any of the information or materials developed pursuant in the Agreement in another project or for other purposes than are specified in the Agreement, the Design Professional is released from any and all liability relating to theiruse in that project Page 5 of 8 H:\Survey Services\Contract\GENERAL CONDITIONS-ARCHITECT-ENGINEER.doe Revised 5-30-02 6.2 Submission or distribution of documents to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of the Design Professional's reserved rights. ARTICLE 7 TERMINATION, SUSPENSION OR ABANDONMENT 7.1 The Design Professional may terminate the Agreement upon not less than thirty days written notice should the Owner fail substantially to perform in accordance with the 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 performed under the Agreement shall cause immediately upon Design Professional's receipt of such notice. Before the end of the thirty (30) day period, Design Professional shall invoice the Owner for all work it satisfactorily performed prior to the mccipt of such notice. No amount shall be due for lost or anticipated profits. All plans, field surveys, and other data related to the Project shall become property of the Owner upon termination of the Agreement and shall be promptly delivered to the Owner in a reasonably organized form. Should Owner subsequently contract with anew Design Professional for continuation of services on the Project, Design Professional shall cooperate in providing information. 7.2 If the Project is suspended by the Owner for mom than 30 consecutive days, the Design Professional shall be compensated for services satisfactorily performed prior to notice of such suspension. When the Project is resumed, the Design Professional's compensation shall be equitably adjusted to provide for expenses incurred in the interruption and resumption of the Design Professional's services. 7.3 The Agreement may be terminated by the Owner upon not less than seven days written notice to the Design Professional in fire event that the Pmject is permanently abandoned. If the Project is abandoned by the Owner for mom than 90 consecutive days, the Design Professional or the Owner may terminate the Agreement by giving written notice. 7.4 Pailure of the Owner to make payments to the Design Professional for work satisfactorily completed in accordance with the Agreement shall be considered substantial non- performance and cause for termination. 7.5 If the Owner fails m make payment to Design Professional within thirty (30) days of mceipt of a statement for services properly and satisfactorily performed, the Design Professional may, upon seven days written notice to the Owner, suspend performance of services under the Agreement. 7.6 In the event of termination not the fault of the Design Professional, the Design Professional shall be compensated for services properly and satisfactorily performed prior to termination. ARTICLE 8 PAYMENTS TO THE DESIGN PROFESSIONAL 8.1 DIRECT PERSONNEL EXPENSE 8.2 8.1.1 Direct Personnel Expense is defined as the direct salaries of the Design Professional's personnel engaged on the Project and the portion of die cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions and similar contributions and benefits. 8.2.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Design Professional and Design Professional's employees and consultants in the interest of the Project, as identified in the following Clauses. 8.2.1.1 Expense of transportation in connection with the Project; expenses in connection with authorized out-of-town travel; long-distance communications; and fees paid for securing approval of authorities having jurisdiction over the Project 8.2.1.2 Expense of reproductions (except the reproduction of the sets of documents referenced in Subsection 2.6.19), postage and handling of Drawings, Specifications and other documents. 8.2.13 If eadmrized in advance by the Owner, expense of overtime work requiring higher than regular rates. 8.2.1A Expense of renderings, models and mock-ups requested by the Owner. 8.2.15 Expense of computer -aided design and drafting equipment time when used in connection with the ProjecL 8.2.1.6 Other expenses that are approved in advance in writing by the Owner. 83 PAYMENTS ON ACCOUNT OF BASIC SERVICES 83.1 Payments for Basic Services shall be made monthly and, where applicable, shall be in proportion to services performed within each phase of service, on the basis set forth in Section 2 of the Agreement and the schedule of work. 83.2 If and to the extent that the time initially established in fits Agreement is exceeded or extended through no fault of the Design Professional, compensation for any services rendered during the additional ponied of time shall be computed in the murmur set forth in Section 2 of the Agreement. 833 When compensation is based on a percentage of Construction Cost and any portions of the Project are deleted or otherwise not constructed, compensation for those portions of the Project shall be payable to the extent services am performed on those portions, in accordance with the schedule set forth in Section 2 of the 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 detailed estimate of Construction Cost for such portions of the Project. 8.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES 8.4.1 Payments on account of the Design Professional's Additional Services and for Reimbursable Expenses shall be made monthly within 30 days after the presentation or the Owner of the Design Professional's statement of services rendered or expenses incurred. Page 6 of 8 H9Survey Services\Contract\GENERAL CONDITIONS-ARCHITECT-ENGINEER.doe Revised 5-30-02 8S PAYMENTS from payments No m commeL��orD se d Marna shall be n account of made from the ee 8.6 DESIGNEESS[ONAL' the cost of Charges "go professional's co rn POnsaMnCC Rp ing PRO ��rs Perm. , 77N,G RECORDS in the work otltc O �osc for which the Deg account of penaltyliquidated ble. ms Withheld sable Expenses and ex copying during regular busine Pertaining m Additional RDS Desi gn Profession dams later. for three trthe Scrvic d Prof shall W is gas or otlte s Years after tlm da th and services Performed make available a O r u ARTIC t° °f the final Certificate on the basis of caner or Owner's au LE 9 INDEMNITY ofpaymcmt or mrtil my multiple of Direct Pe diorizOd representative 9.1 Y litigation Design Professional shall claims, demands, do indemni I t I hmitatio do, losses, and O fY and save 1Ch v° dateis In azio related to Mel Expense for his records °f sharcholdc damages for bodily and xPcases, including, hold hlmsl personal info 8. but not ass the Owner and its rs a$C°rs' ry, death and united to courtofficers, agent, ro ec 's foal hog an wh' e 9.2 or c e Personal in the perfomia Property dame C g and reasonable ' and employees r Nothing herei nee ofthe Agreement $0'msulting from both at I n shall be cons h g defenses arcor equity, to tmcd to Great n °Omissionsthe t c ncgli negligent rnOY fees incurred bym 8ainst any and a y clai use c a Iiabili any person hereby m, cam, of ty to a a is or � an n ll thout of Desgn I'mic including, liability, Gem, y ex expressly d action, or litigation filed b who is not a party to the Professional or its officers, P Y reserve . ARTICLE 10 IN Y anyone not a Agreement, and insurance co SIIRANCg party to the Agreement, nothing herein shall Rate Ca mPany license During the perfo including fmv° mynof d or authorized to rmance of the Servicesg tlI° defense goVe the parties' defenses, rricrs ofat least an q_ or above: de business ' to of T under the q °oral immunity, /0 1 C m the State of Agreement D or an cam uniry� which °mpopertyive Texas by the State Insura esrgn Professional shall and with property General Liability nce Commission maintain the folio P rty damage limits of not less ranee with bodily injumitsry Y successor agency that has Insurance with as 10.2 than $100,0 h oc tatenceot less than $1,000,000 for as a ratio Automobile Liability 00 for each g wI[h Best damage limits of tY Insurance with b and not less than each occ not less than $100, °dllY 1°jury limits rf $250,000 i urtOnee and not less 000 for each accident. foot Icss than Ia the aggregate. than $2,000 I0,3 Worker's Com $504000 for each ,000 in me a accident includingp°nsadon Ins person aggregate, Insurance in accordance and not less than $500,0 occupational disease. with stamto 00 for each 10.4 Profc rY'rcquircmcn accident, end with Professional Liabilitya• and Employers' PrOPerty insurance with limits Liability Insurance 10.5 The D mra of sot less than $l, with limits of not of the Oti Professional shall fu 000,p00 annual a less than $100,000 for execution of the ggrcement. The h rasa aggregate. each Compensation ranee certificates modified Policy shall con General Liabili or insurance policies'o the Without thirty(10 sins Waiver ofsubro 'ability Automobile change or ca i days' r" r w with ttensubnotice to 0 in favor Desi n Liabili ace Put Or evidencing the his ncellation, famish Owner r written notice to VOr of the O Liability Insurance policies acing insurance in corn Owner a caner, and each name compliance with t ARTICLE Il rate certificates ofi g Professional. In such shall contain a Owner as an additional ,Article 10 at the time MISCELLANEOUS P nsursnce meeting eetin t Overt, the gn professional sn that hall insurance shall od, the Workers' IL1 The PROVISIONS g he rcquiremcna oft Dcsi Agmement shall be his Article I0 hall, prior to the anceled or Texas. governed by the la effective dart of 11.2 ws o the Tim Owner and Desi foie State oFTcxas. Ven nt Farmers, su gn Professional, respective) ue ofary suitor cause of interests Agreement and legal Y, bind thcinsc cy, h d m me Agrcement without the roPc enafivcs of such • theirparl c a° ion "der the Agmenamt shalt 11'3 77 e term 8reemcnt as used h rani en consent ofine Owncr.o Or party with respect to all covenants of, assigns and lthislq Prescnativcs to the other exclusively in Doman County. grecmena, either m mPrcsen[ the intirecludes mgmmd ate A ro greement. The Design Prof m this sigrcament and to a 8cmc th me Agreement thees wragC° or oral. dint 6recmcr4 the P ssional s Icss it is executes ggreC ono Preopma c°1nb° amended oNy by writ wnser and pOsign an p fonditions and other a °531ga its such Ypoisi his be dso mesa shall beg on ption�a �Itlaeze the Provisions�Howcditions and �c �cr a [mmen[ signed by ypth aI Pcrsed tt�l�cors rented i iv and sap es all referenced n Section 3 following order: Vets shoWd the ttachmrna Owner and D Prior negotiations, °f the I. Provisions of these document, a Section 3 of�Ign Professional. cr°Presenatiom or The cxccutcd ggrcement be in co the greemcnt interpreting the mC°a nflict so that A shall to t 2. they can not be h° extent that is Arachmena refe reasonably harmonized, reseed in Section 3 of[hc Agreement other 3. These General provisions than the Proposal 4. The Proposal 1L4 Nothing g contained in the sal, Agreement shall c resit a contra 11.5 U anal rclatronshi Pon receipt of p With or a cause of of tltc exterior Pn°r written approval of action in favor of confide and manor. among the Desi Owncq the a i p dential or p o r Propneary info gn professional a Professional shall have the the Owner third arty against ei r O er or Design pncary, 'Tile Owner shall poevidprofess11,haional c °sIY advised promotiosal anldlegp Prti �° right to Include Resin gn of Pmvio ed �e umons of me credit for the Deac al material desi esign professional on th mad, "tin gp Professional's tl1C PnOj°C4 mcludin 8 of the specific info materials shall Cut ' g phmogmphs construction sign and in the ri°anon considered b Include the Owner's promotional uncoils) fore Owner to be cpss he Project. 11'7S°rvOY ScrviccslContractl Page 7 ofS GENERA[. CONDITIONS -AR Page Revised 5-30-02 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, tales, 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 anyway affect the substantive terms or conditions of the Agreement. Page 8 of 8 H:\Survey Services\Contract\GENERAL CONDITIONS-ARCHITECT-ENGINEER.doc Revised 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 crawls), 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. i� Z•Z•3�r1r1:7� 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. HASurvey Services\Contract\Auachment A.doc 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: 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. HASu cy Smices\ContractWttachment B.doc Exhibit B —Page 1 ATTACHMENT `C' STANDARD RATE SCHEDULE FOR REIMBURSABLE/MULTIPLIER CONTRACTS (to be attached by the Design Professional) H:\Su"cy Services\Contract\Attachmcnt C.doc rthur Surveying Co., Inc. F:vfessional Land Surveyom 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 number are required. (Typically included in crew rate.) IRONS: Irons will be charged at cost + 10% if an excessive number 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 Vellum Prints Mylar Prints Bond Prints Actual Expense x 1.5 $10.00 / sheet $ 20.00 / sheet $1.50 / sheet Boundary surveys, exhibits, etc. requiring a lump sum price, please call for a quote @ 972-221-9439.