2012-099ORDINANCE NO. Z012-099
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL
SERVICES AGREEMENT (PSA) WITH FREESE AND NICHOLS, INC. FOR DESIGN
SERVICES FOR THE NEW PECAN CREEK WATER RECLAMATION PLANT OPERATIONS
BUILDING; AND PROVIDING FOR AN EFFECTIVE DATE (FILE 4893—DESIGN OF PECAN
CREEK WATER RECLAMATION OPERATIONS BUILDING AWARDED TO FREESE AND
NICHOLS, INC. IN THE AMOUNT OF $192,057).
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 maacimum
provided by law; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Manager is hereby authorized to enter into a professional service
contract with Freese and Nichols, Inc. to provide professional engineering and related services for the
design of the new Pecan Creek Water Reclamation Operations Building, 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 City Council of the City of Denton, Texas hereby expressly delegates the
authority to take any actions that may be required or permitted to be performed by the City of Denton
under File 4893 to the City Manager of the City of Denton, Texas, or his designee.
SECTION 4. The findings in the preamble of this ordinance are incorporated herein by
reference.
SECTION 5. This ordinance shall become effective immediately upon its passage and
approval.
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PASSED AND APPROVED this the ��� day of ,2012.
MARK A. URROU , AYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY: - �, �
4-ORD- e 4893
THE STATE OF TEXAS
COUNTY OF DENTON
PROFESSIONAL SERVICES AGREEMENT
FOR ARCHITECT OR ENGINEER
THIS AGREEMENT is made and entered into as of the %�,� day of ,
2012, by and between the City of Denton, Texas, a Texas municipal corporation, 't ts principal
office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called
"Owner" and Freese and Nichols, Inc., with its corporate office at 4055 International Plaza, Suite
200, Fort Worth, Texas 76109 hereinafter called "Architecture/Engineering Professional" or "FNI,"
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 ARCHITECTURE/ENGINEERING PROFESSIONAL
The City of Denton, Texas "Pecan Creek Operations Building" (hereafter the "Project") will
include the scope of work described in Exhibit "A" for the preparation of plans and documents for
the survey, architectural and structural design, geotechnical investigations, landscaping, and other
professional engineering services relating to the development of a new Operations Building at the
Pecan Creek Water Reclamation Plant in the City of Denton. Other services that may be provided by
FNI as additional services in support of the Project are described in Exhibit "A."
SECTION 2
COMPENSATION
The Owner sha11 compensate FNI as follows:
2.1 FOR BASIC SERVICES
2.1.1 This Contract is for an amount not-to-exceed $192,057.
2.1.2 Additional services, if any, sha11 be approved in writing and authorized in advance
by the OWNER and sha11 be performed and conducted for fees that are negotiated as
appropriate.
Progress payments for Basic Services shall be paid monthly as a percentage of the total
compensation for the Basic Services satisfactorily completed on the Project at the end of the month.
2.2 FOR ADDITIONAL SERVICES
2.2.1 Compensation for Additional Services will be based on the attached schedule of charges
on page CO-1.
SECTION 3
ENTIRE AGREEMENT
This Agreement expressly includes this three (3) page Agreement, together with the following
documents which are attached hereto and are incorporated herewith for all purposes:
1. Exhibit "A" (Scope of Services of FNn through CO-l.
2. The City of Denton General Conditions to Agreement for Architectural or Engineering
Services.
If a conflict should arise between E�ibit "A" and the City of Denton General Conditions to
Agreement for Architectural or Engineering Services, then the Ciiy of Denton General Conditions to
Agreement for Architectural or Engineering Services sha11 prevail.
This Agreement is signed by the parties hereto effective as of the date first above written.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
By:
APP VED TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
� !� �,,
,
By; :.,
2
"OWNER"
THE CITY OF DENTON, TEXAS
A Texas Municipal Corporation
gy; /f�
G ORGE C. CAMPBELL
CITY MANAGER
"FNI"
FREESE AND NICHOLS,INC.
A Texas Corporation
By:
AT'I
:
APPROVED AS TO LEGAL FORM:
By: "' ��%�" �
EXHIBIT "A"
SCOPE OF SERVICES
PECAN CREEK OPERATIONS BUILDING PROJECT
FOR THE CITY OF DENTON, TEXAS
March 15, 2012
GENERAL:
The City of Denton Pecan Creek Operations Building (the Project) will include the preparation by
Architecture/Engineering Professionals of construction documents for construction of a new
Operations Building at the Pecan Creek Water Reclamation Plant for the City of Denton. The
Project is intended to house five (5) departments of the municipally-owned and operated utility,
Denton Water Utilities. The proposed spatial requirements are generally 6030 square feet of
building space, together with site development, including parking for staff (12 spaces), parking for
equipment (4 spaces) and landscape barrier screen wall.
ARTICLE I
SASIC SERVICES:
Freese and Nichols, Inc. will provide the following professional services in connection with the
development of the Project:
SCHEMATIC DESIGN PHASE:
1. Review the program as established by the City of Denton staff.
2. Meet with City of Denton staff and agencies to verify and document criteria related to design
codes and other special requirements that may impact design.
3. Revise the design concepts per discussions with City of Denton staff.
4. Obtain approval of design concepts before moving to the next stage of proj ect development.
DESIGN DEVELOPMENT PHASE:
After City of Denton has accepted the pre-design schematics and has issued written authorization to
proceed with the Preliminary Design Development Phase, FNI shall:
Prepare preliminary design documents consisting of final design criteria, preliminary drawings
and outline specifications. The design criteria will address:
a. Code requirements
b. ADA requirements
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3.
c. Building fa�ade options
d. Final floor plan
e. Energy code requirements
f. Selected structural systems
g. Selected mechanical, electrical and plumbing systems,
h. Interior design concepts
i. Landscaping and irrigation program
j. Site grading, paving, drainage and utility connections.
k. Performance criteria for fire detection and protection systems which will be bid using a
performance specification.
Based on the information contained in the design development documents, submit an opinion
of probable Project Costs.
Provide ten (10) copies of the above design development documents and present and review
them with City of Denton staff.
4. Provide site surveys for facility design. Specify in the construction specifications that the
Contractor's Texas Licensed Professional Registered Surveyor shall perform and submit a
form board survey at the appropriate time during construction, and that this survey will be part
of the bid price.
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Provide geotechnical investigation to support foundation design.
The City's Facilities Management Department of the City would like to see the construction
documents in electronic form at the schematic, 90% and 100% completion stages.
FINAL DESIGN PHASE:
Prepare fmal drawings based upon review comments received from City of Denton staff on
preliminary design documents. Drawing will include:
a. Title sheet with City of Denton and Project identification, location map and sheet index.
b. Site plans with grading and utility connection details.
c. Floor plans and interior and exterior elevations
d. Building sections
e. Reflected ceiling plan
£ Finish plans and schedule
g. Hardware schedule
h. Schedules and details for Mechanical, Electrical and Plumbing systems
i. Schedules and details for structural slabs
j . Construction details
k. ADA compliance details
1. Landscape and irrigation drawings and details
m. Erosion control requirements.
2. Prepare technical specifications for project. Include performance specifications for fire
detection and protection systems.
3. Prepare contract documents and general conditions that will be used for the project. Review
these documents with City of Denton's legal representatives and incorporate changes as
appropriate.
4. Prepare a final Estimate of Probable Construction Cost.
Submit three sets of drawings and specifications marked "preliminary" for review by the City
of Denton.
6. Meet with the City of Denton to discuss final review comments prior to preparing bid
package.
7. Revise plans to address review comments from the City of Denton. Provide final documents
to use in advertising and awarding the project.
Submit drawings, specifications, and Construction Contract Documents to the applicable
federal and state agency(s) for approval, where required. The cost for Texas Department of
Licensing and Regulation (TDLR) accessibility review shall be paid by City of Denton.
PROCUREMENT PHASE:
Upon completion of the design services and approval of "Final" drawings and specifications by City
of Denton, FNI will proceed with the performance of services in this phase as follows:
1. Distribute plans to bidders using the web-based CivCast utilized by Freese and Nichols for
bidding projects. Costs for bidder's request for hard copies if bidding documents will be paid
for by the bidder. Freese and Nichols will keep, using the CivCast tool, a record of
prospective bidders and plan rooms or any other parties that have downloaded and/or have
printed a set of bid documents. Advertisement for bids on FNI's website and keep the website
updated with addenda information, plan holder list and bidding information.
2. Assist City of Denton in the preparation of Construction Contract Documents for construction
contracts. Provide five sets of Construction Contract Documents which include information
from the apparent low bidders bid documents, legal documents, and addenda bound in the
documents for execution by the City of Denton and construction contractor. Distribute two
copies of these documents to the contractor with a notice of award that includes directions for
the execution of these documents by the construction contractor. Provide City of Denton with
the two copies of these documents for use during construction. One set of documents will be
retained by FNI for record. Providing additional sets of documents is an additional service.
3. Furnish contractor copies of the drawings and specifications for construction pursuant to the
General Conditions of the Construction Contract.
CONSTRUCTION PHASE:
Upon completion of the procurement phase services, FNI will proceed with the performance of
construction phase services as described below. FNI will endeavor to protect City of Denton in
providing these services however, it is understood that FNI does not guarantee the Contractor's
performance, nor is FNI responsible for supervision of the Contractor's operation and employees.
FNI shall not be responsible for the means, methods, techniques, sequences or procedures of
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construction selected by the Contractor, or any safety precautions and programs relating in any way
to the condition of the premises, the work of the Contractor or any Subcontractor. FNI shall not be
responsible for the acts or omissions of any person (except its own employees or agents) at the
Project site or otherwise performing any of the work of the Project.
These services are based on the use of City of Denton's General Conditions for construction
projects. The City of Denton agrees to include provisions in the construction contract documents
that will require the construction contractor to include FNI and their subconsultants on this project
to be listed as an additional insured on contractor's insurance policies.
1. Furnish contractor copies of the drawings and specifications for construction pursuant to the
General Conditions of the Construction Contract.
2. Assist City of Denton in conducting pre-construction conference with the Contractor, review
construction schedules prepared by the Contractor pursuant to the requirements of the
construction contract.
3. Review contractor's submittals, iricluding, requests for information, modification requests,
shop drawings, schedules, and other submittals in accordance with the requirements of the
construction contract documents for the projects. Furnish the City a copy of all submittals and
RFI's with Architect's comments. Any submittal that has been rejected two or more times
will be considered an additional service upon the third and subsequent reviews.
4. Based on FNI's observations as an experienced and qualified design professional, review
Payment Requests and supporting documentation submitted by Contractor to determine the
amount that FNI recommends Contractor be paid on monthly and final estimates, pursuant to
the General Conditions of the Construction Contract. FNI will quantify and qualify all
Change Orders submitted by the General Contractor.
5. Attend up to ten (10) meetings or site visits to the site (as distinguished from the continuous
services of a Resident Project Representative) to observe the progress and the quality of work
and to attempt to determine in general if the work is proceeding in accordance with the
Construction Contract Documents. In this effort FNI will endeavor to protect the City of
Denton against defects and deficiencies in the work of Contractors and will report any
observed deficiencies to City of Denton. Additional visits to the site requested by the City of
Denton in excess of the monthly site visits are an additional service.
6. Notify the contractor of non-conforming work observed on site visits. Review quality related
documents provided by the contractor such as test reports, equipment installation reports or
other documentation required by the Construction contract documents.
7. Interpret the drawings and specifications for City of Denton and Contractor(s). Investigations,
analyses, and studies requested by the Contractor and approved by City of Denton, for
substitutions of equipment and/or materials or deviations from the drawings and specifications
is an additional service.
8. Prepare documentation for contract modifications required to implement modifications in the
design of the project. Receive and evaluate notices of contractor claims and make
recommendations to the City of Denton on the merit and value of the claim on the basis of
information submitted by the contractor or available in project documentation. Providing
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services to prepare design modifications, documentation of modifications, review or
evaluation of Contractor claim(s), required by changed conditions, changes in City of Denton
program or design requirements, regulation changes or contractor requested changes are an
additional service.
9. Conduct, in company with City of Denton's representative, a final review of the Project for
conformance with the design concept of the Project and general compliance with the Contract
Documents. Prepare a list of deficiencies to be corrected by the Contractor before
recommendation of final payment. Assist the City of Denton in obtaining legal releases,
permits, warranties, spare parts, and keys from the contractor. Review and comment on the
certificate of completion and the recommendation for final payment to the Contractor.
Visiting the site to review completed work in excess of two trips are an additional service.
DELIVERABLES:
F'NI will provide the following documents for this Project:
A. Preliminary Design
1. Survey notes.
2. Preliminary drawings for review and approval.
3. Preliminary Estimate of Probable Construction Cost.
B. Final Design
1. Preliminary final drawings for review and approval. Three sets of prints on bond.
2. Documents in support of City of Denton's technical specifications and bid documents.
One copy on bond for review.
3. Final Estimate of Probable Construction Cost.
4. Provide one copy of Documents in support of City of Denton's technical specifications
and bid documents on plain paper and electronic file in Microsoft Word.
5. Submit all documents as required by Projectdox online.
C. Procurement Phase
1. Notice to Bidders for use in advertising the project.
2. Bid sets of contract documents for bidders, plan holders lists and addenda. Documents
will be provided on CIVCAST.
3. Bid Tabulation and recommendation of award.
4. Conformed document for execution.
5. Documents for contractor's use in constructing the project in accordance with the
Contract Documents.
D. Construction Phase
1. Record copies of construction contract administration documents.
2. One set of reproducible prints of the final drawings and an electronic file containing the
special provisions and technical specifications.
E. General Contractor Close Out
1. Submit the Substantial Completion Notice to the City for review and approval.
2. Review and approve completeness of Owner Operations Manual, all Warranties, and
As-Built Drawings.
3. Furnish the City of Denton a copy of As-Builts in Auto CAD format.
4. Make a final walk-through with the City and General Contractor one month prior to
the General Contractor's one year warranty expiration.
ARTICLE II
ADDITIONAL SERVICES:
Additional Services to be performed by FNI, if authorized by OWNER, which are not included in
the described basic services, are described as follows:
A. Field layouts or the furnishing of construction line and grade surveys.
B. GIS mapping services or assistance with these services.
C. Making property, boundary and right-of-way surveys, preparation of easement and deed
descriptions, including title search and examination of deed records.
D. Providing services to investigate existing conditions or facilities, or to make measured
drawings thereof, or to verify the accuracy of drawings or other information furnished by
OWNER.
E. Providing renderings, model, and mock-ups requested by the OWNER.
F. Making revisions to drawings, specifications or other documents when such revisions are 1)
not consistent with approvals or instructions previously given by OWNER or 2) due to other
causes not solely within the control of FNI.
G. Providing consultation concerning the replacement of any Work damaged by fire or other
cause during the construction, and providing services as may be required in connection with
the replacement of such Work.
H. Investigations involving consideration of operation, maintenance and overhead expenses, and
the preparation of rate schedules, earnings and expense statements, feasibility studies,
appraisals, evaluations, assessment schedules, and material audits or inventories required for
certification of force account construction performed by OWNER.
I. Preparing applications and supporting documents for government grants, loans, or planning
advances and providing data for detailed applications.
J. Providing shop, mill, field or laboratory inspection of materials and equipment. Observe
factory tests of equipment at any site remote to the project or observing tests required as a
result of equipment failing the initial test.
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K. Conducting pilot plant studies or tests.
L. Preparing Operation and Maintenance Manuals or conducting operator training.
M. Preparing data and reports for assistance to OWNER in preparation for hearings before
regulatory agencies, courts, arbitration panels or any mediator, giving testimony, personally or
by deposition, and preparations therefore before any regulatory agency, court, arbitration
panel or mediator.
N. Furnishing the services of a Resident Project Representative to act as OWNER's on-site
representative during the Construction Phase. The Resident Project Representative will act as
directed by FNI in order to provide more extensive representation at the Project site during the
Construction Phase. Through more extensive on-site observations of the work in progress and
field checks of materials and equipment by the Resident Project Representative and assistants,
F1VI shall endeavor to provide further protection for OWNER against defects and deficiencies
in the work. Furnishing the services of a Resident Project Representative is subject to the
provisions of Article I, D and Attachment RPR.
If OWNER provides personnel to support the activities of the Resident Project Representative
who is FNI or FNI's agent or employee, the duties, responsibilities and lir�itations of authority
of such personnel will be set forth in an Attachment attached to and made a part of this
AGREEMENT before the services of such personnel are begun. It is understood and agreed
that such personnel will work under the direction of and be responsible to the Resident Project
Representative. OWNER agrees that whenever F`N informs him in writing that any such
personnel provided by the OWNER are, in his opinion, incompetent, unfaithful or disorderly,
such personnel shall be replaced.
O. Preparation of Conformed or "As Bid" plans and specifications for use during the construction
phase. These documents shall involve the incorporation of addenda items into the Contract
Documents through modification of the electronic files and reprinting of the plans and
specifications inclusive of the incorporated changes.
P. Preparation of Record Drawing to revise drawings or specifications to incorporate addenda,
change orders or construction modifications.
Q. Assisting OWNER in preparing for, or appearing at litigation, mediation, arbitration, dispute
review boards or other legal and/or administrative proceedings in the defense or prosecution
of claims disputes with Contractor(s).
R. Performing investigations, studies and analyses of substitutions of equipment and/or materials
or deviations from the drawings and specifications.
S. Assisting OWNER in the defense or prosecution of litigation in connection with or in addition
to those services contemplated by this AGREEMENT. Such services, if any, shall be
furnished by FNI on a fee basis negotiated by the respective parties outside of and in addition
to this AGREEMENT.
T. Providing environmental support services including the design and implementation of
ecological baseline studies, environmental monitoring, impact assessment and analyses,
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permitting assistance, and other assistance required to address environmental issues.
U. Performing investigations, studies, and analysis of work proposed by construction contractors
to correct defective work.
V. Design, contract modifications, studies or analysis required to comply with local, State,
Federal or other regulatory agencies that become effective after the date of this agreement.
W. Services required to resolve bid protests or to rebid the projects for any reason.
X. Visits to the site in excess of the number of trips included in Article I for periodic site visits,
coordination meetings, or contract completion activities.
Y. Any services required as a result of default of the contractor(s) or the failure, for any reason,
of the contractor(s) to complete the work within the contract time.
Z. Providing services after the completion of the construction phase not specifically listed in
Article I.
AA. Providing basic or additional services on an accelerated time schedule. The scope of this
service include cost for overtime wages of employees and consultants, inefficiencies in work
sequence and plotting or reproduction costs directly attributable to an accelerated time
schedule directed by the OWNER.
BB. Providing services made necessary because of unforeseen, concealed, or differing site
conditions or due to the presence of hazardous substances in any form.
CC. Providing services to review or evaluate construction contractor(s) claim(s), provided said
claims are supported by causes not within the control of FNI.
DD. Providing value engineering studies or reviews of cost savings proposed by construction
contractors after bids have been submitted.
EE. Preparing statements for invoicing or other documentation for billing other than for the
standard invoice for services attached to this professional services agreement.
FF. Provide follow-up professional services during Contractor's warranty period.
ARTICLE III
TIME OF COMPLETION:
FNI is authorized to commence work on the Project upon execution of this AGREEMENT and
written authorization to proceed and agrees to complete the services in accordance with the
following schedule:
Schematic Design Phase — FNI will begin schematic design upon acceptance of agreement and
written notice to proceed. The initial schematic design phase will be concluded in four weeks when
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FNI provides City of Denton the design concepts of the project. City of Denton will have two
weeks review period. If additional schematic design is required the schedule will be determined by
the City of Denton and FNI at that time.
Design Development Phase — Upon approval of the design concepts FNI will begin the design
development phase. The initial design development phase will be concluded in eight weeks when
FNI provides City of Denton with design documents for review. City of Denton will have two
weeks review period. If additional design development is required the schedule will be determined
by the City of Denton and FNI at that time. FNI will provide City of Denton with Opinion of
Probable Project Costs estimate.
Final Design Phase — Upon approval of the design development documents FNI will begin the final
design phase. The initial final design phase will be concluded in ten weeks when FNI provides City
of Denton with final design documents and technical specifications for review. City of Denton will
have two weeks review period. If additional final design is required the schedule will be
determined by the City of Denton and FNI at that time. After acceptance of final design, FNI will
provide final documents to use in advertising and awarding the project. FNI will provide City of
Denton final estimate of Opinion of Probable Project Costs.
Adjustments to this schedule may be as directed by city staff.
If Architect/Engineering Professional's services are delayed through no fault of
Architect/Engineering Professional, Architect/Engineering Professional shall be entitled to adjust
contract schedule consistent with the number of days of delay. These delays may include but are
not limited to delays in OWNER or regulatory reviews, delays on the flow of information to be
provided to Architect/Engineering Professional, governmental approvals, etc. If these delays are
excessive, then ArchitectlEngineering Professional reserves the right to negotiate additional
compensation for additional services related to the delay
ARTICLE IV
RESPONSIBiLITIES OF OWNER:
OWNER shall perform the following in a timely manner so as not to delay the services of
Engineering Professional:
A. Designate in writing a person to act as OWNER's representative with respect to the services
to be rendered under this AGREEMENT. Such person shall have contract authority to
transmit instructions, receive information, interpret and define OWNER's policies and
decisions with respect to Architect/Engineering Professional's services for the Project.
B. Provide all criteria and full infortnation as to OWNER's requirements for the Project,
including project objectives and constraints, space, capacity and performance requirements,
flexibility and expandability, and any budgetary limitations; and furnish copies of all design
and construction standaxds which OWNER will require to be included in the plan.
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C. Assist Architect/Engineering Professional by placing at Architect/Engineering Professional's
disposal all available information pertinent to the Project including previous reports, GIS
mapping and data, and any other data relative to completion of the Project.
D. Examine all studies, reports, sketches, drawings, specifications, proposals and other
documents presented by Architect/Engineering Professional, obtain advice of other
consultants as OWNER deems appropriate for such examination and render in writing
decisions pertaining thereto within a reasonable time so as not to delay the services of
Architect/Engineering Professional.
E. Furnish approvals and permits from all governmental authorities having jurisdiction over the
Project and such approvals and consents from others as may be necessary for completion of
the Project.
F. Attend and take leadership role in project progress meetings and other project related
meetings and attend and moderate the public meeting.
G. Give prompt written notice to Architect/Engineering Professional whenever OWNER
observes or otherwise becomes aware of any development that affects the scope or timing of
Architect/Engineering Professional's services, or any defect or nonconformance of the work
of any Contractor. The OWNER will provide written notice to the Architect/Engineering
Professional if the OWNER becomes aware of any errors or omissions in the design work.
H. Contact other departments within the City of Denton and coordinate with them to obtain
record drawings of other utilities, buildings, or infrastructure as needed.
I. Furnish, or direct Architect/Engineering Professional to provide, Additional Services as
stipulated in E�ibit A, Article II of this AGREEMENT or other services as required.
J. Bear all costs incident to compliance with the requirements of this Article IV.
ARTICLE V
DESIGNATED REPRESENTATIVES:
FNI and OWNER designate the following representatives:
Owner's Designated Representative: Elton Brock, Purchasing Manager, 901-B Texas Street,
Denton, Texas 76209; Phone: 940-349-7133; Fax: 940-349-7302 Email:
Elton.bro ck@cityofdenton. com
Owner's Accounting Representative:
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FNI's Designated Representative: Larry Eckersley, 4055 International Plaza, Suite 200, Fort
Worth, Texas 76109; Phone: 817-735-7348; Fax: 817-735-7491; Email: lpe@freese.com
FNI's Accounting Representative: Jana Collier, 4055 International Plaza, Suite 200, Fort Worth,
Texas 76109; Phone: 817-735-7354; Fax: 817-735-7491; Email: jvc@freese.com
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COMPENSATION
LUMP SUM WITH ADDITIONAL WORK BASED ON COST TIMES MULTIPLIER
A. Basic and As Authorized Services: Compensation to Architect/Engineering Professional for the Basic
Services in E�iibit "A" shall be an amount not-to-exceed One Hundred Ninety Two Thousand Fifty Seven
Dollars ($192,057).
If Architect/Engineering Professional sees the Scope of Services changing so that Additional Services are
needed, including but not limited to those services described as Additional Services in E�ibit "A,"
Architect/Engineering Professional will notify OWNER and secure OWNER's approval before proceeding.
Additional Services shall be computed based on the following Schedule of Charges.
B. Schedule of Charges for Additional Work:
POSITION
Principal
Group Manager
Senior Engineer
Engineer (PE)
Engineer (EIT)
Electrical Engineer
Mechanical Engineer
Environmental Scientist
Architect
Landscape Architect
Sr. Construction Manager
Construction Manager
GIS Coordinator
GIS Analyst
Designer
Technician
Operations Analyst
Contract Administrator
Word Processing/Secretarial
Co-Op
NIIN
$200
200
155
115
85
85
70
55
55
100
105
70
105
60
50
45
75
65
45
45
The ranges and individual salaries will be adjusted annually.
Other Direct Expenses
MAX
$260
260
205
165
120
170
170
160
150
150
150
115
115
90
130
100
105
95
85
60
Actual Cost Times Multiplier of 1.10
Other direct expenses shall include outside printing and reproduction expense, communication expense,
travel, transportation and subsistence away from Dallas and other miscellaneous expenses directly related to
the work, including costs of other work required to be done by independent persons other than staff
members.
Page 15
Rates for In-house Services
Computer
$10.00 per hour
Plotter
Bond
Special
$ 4.00 per plot
$ 5.00 per plot
Page 16
Printing
Black and White
$0.10 per copy
Color
$0.50 per copy
Bindin�
$5.75 per book
CITY OF DENTON
GENERAL CONDITIONS
TO
AGREEMENT FOR ARCHITECTiJRAL OR ENGINEERING SERVICES
ARTICLE 1. ARCIIITECT OR ENGINEER'S RESPONSIBILITIES
1.1 The Architect or Engineer's services consist of those services for the Project (as defined in the agreement (the "AgreemenP') and proposal (the "Proposal") to which these
General Condifions are attached) performed by the Architect or Engineer (hereinafter called the "Design ProfessionaP') or Design Professional's employees and consultants as
enumerated in Articles 2 and 3 of these General Conditions as modified by the Agreement and Proposal (the "Services").
1.2 The Design Professional will perform all Services as an independent contractor to the prevailing professional standards consistent with the level of care and skill ordinarily
exercised by members of the same profession currenfly practicing in the same locality under similar conditions, including reasonable, informed judgments and prompt timely
actions (the "Degree of Care"). The Services sball be performed as expeditiously as is consistent with the Degree of Care necessary for the orderly progess of the Project.
Upon request of the Owner, the Design Professional shall submit for the Owner's approval a schedule for tk�e performance of the Services which may be adjusted as the Project
proceeds, and shall include allowances for periods of time required for the Owner's review and for approval of submissions by authorities having jurisdiction over the Project.
Time limits established by this schedule and approved by the Owner shall not, except for reasonable cause, be exceeded by the Design Professional or Owner, and any
adjustments to this schedule shall be mutually acceptable to both parties.
ART'ICLE 2 SCOPE OF BASIC SERVICES
2.1 SASIC SERVICES DEFINED The Design Professional's Basic Services consist of those described in Sections 2.2 through 2.6 of these General Conditions and include
without l'unitation normal structural, civil, mechanical and electrical engineering services and any other engineering services necessary to produce a complete and accurate set of
Construction Documents, as described by and required in Section 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 Owner's needs and to establish the
requirements for the Project.
2.2.2 The Design Professional shall provide a preliminary evaluation of the Owner's progrartt, constntction schedule and constmction budget requirements, each in
terms of the other, subject to the limitafions set forth in Subsection 5.21.
2.2.3 The Design Professional shall review with the Owner altemative approaches to design and construction ofthe Project.
2.2.4 Based on the mutually agreed-upon program, schedule and construction budget requirements, the Design Professional shall prepare, for approval by the Owner,
Schematic Design Documents consisting of drawings and other documents illustrating the scale and relationship of Project components. The Schematic Design shall
contemplate compliance with all applicable laws, statutes, ordinances, codes and regulations.
2.2.5 The Design Professional shall submit to the Owner a preliminary detailed estimate of Constntction Cost based on cunent area, volume or other unit costs and
which indicates the cost of each category of work involved in constructing the Project and establishes an elapsed time factor for the period of time from the
commencement to the completion of construction.
2.3 DESIGN DEVELOPN�ENT PHASE
2.3.1 Based on the approved Schematic Design Documents and any adjusrinents authorized by the Owner in the program, schedule or construction budget, the Design
Professional shall prepare for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe the size and
character of the Project as to architectural, structural, mechanical and electrical systems, materials and such other elements as may be appropriate, which shall comply
with all applicable laws, statutes, ordinances, codes and regulations. Notwithstanding Owner's approval of the documents, Design Professional represents that the
Documents and specifications will be sufficient and adequate to fulfill the pucposes of the Project.
2.3.2 The Design Professional shall advise the Owner of any adjustments to the preliminary estimate of Construction Cost in a further Detailed Statement as described
in Section 22.5.
2.4 CONSTRUCTION DOCUNIENTS PHASE
2.4.1 Based on the approved Design Development Documents and any fiirther adjushnents in the scope or quality of the Project or in the construction budget
authorized by the Owner, the Design Professional shall prepare, for approval by the Owner, Construction Documents consisting of Drawings and Specifications setting
forth in detail requirements for the construction of the Project, which shall wmply with all applicable laws, statutes, ordinances, codes and regulaGons.
2.4.2 The Design Professional shall assist the Owner in the prepazation of the necessary bidding or procurement information, bidding or procurement forms, the
Conditions ofthe contract, and the form of Agreement between the Owner and contractor.
2.4.3 The Design Professional shall advise the Owner of any adjustments to previous preliminary estimates of Construction Cost indicated by changes in requirements
or general mazket conditions.
2.4.4 The Design Professional shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of govemmental
authorities having jurisdiction over the Project.
2.5 CONSTRUCTION CONTRACT PROCUREMENT
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2.51 The Design Professional, following the Owner's approval of the Construction Documents and of the latest preliminary detailed estimate of ConstrucUon Cost,
shall assist the Owner in procuring a construction contract for the Project through any procurement method that is legally applicable to the Project including without
limitation, the compedtive 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 ff 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 hy 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 conshuction cost set forth in the approved Detailed Statement of Probable Construction Costs.
2.6 CONSTRUCTION PHASE - ADMIlVISTRATION OF TI� CONSTRUCTION CON'I'RACT
2.6.1 The Design ProfessionaPs responsibiliry to provide Basic Services for the Conshuction Phase under this Agreement commences with the award of the Contract
for Construction and terminates at the issuance to the Owner of the final Certificate for Payment, unless eartended under the terms of Subsection 8.3.2.
2.6.2 The Design Professional shall provide detailed administration of the Contract for ConstrucUon as set forth below. For design professionalss the administration
shall also be in accordance with AIA 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 Denton special conditions, unless othenvise provided in the Agreement. For engineers the administration shall also be in accordance with the
Standard Specifications for Public Works Conshuction 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 Owner's 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 eactent provided in the Agreement and these General Conditions, unless otherwise modified by written instrument.
2.6.5 The Design Pmfessional shall observe the construction site at least one time a week, while construcrion is in progress, and as reasonably necessary while
construction is not in progress, to become familiaz 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
subconiractors. The Design Professional represents that he will follow Degee of Caze in performing all Services under the Agreement. The Design Professional shall
promptly correct any defective designs or specifications fumished 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 conshuction means, methods, techniques, seyuences or
procedures, or for safety precautions and programs in connection with the work. The Design Professional shall not be responsible for the Conhactor's schedules or
failure to cazry out the work in accordance with the Contract Documents except insofar as sucb failure may result from Design Professional's negligent acts or omis-
sions. The Design Professio�al shall not have control over or chazge of acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any
other persons performing portions of the work.
2.6.7 The Design Professional shall at all times have access to the work wherever it is in preparation or progress.
2.6.8 Except as may otherwise be provided in the Contract Documents or when direct communications have been specially authorized, the Owner and Conhactor
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 certificadon 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 comprising the Contractor's 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 Contractor is entitled to payment in the amount cedified. However, the issuance of a CeRificate for Payment shall not be a representation that
the Design Professional has (1) reviewed construction means, methods, techniques, sequences or procedures, or (2) ascertained how or for what purpose the Contractor
has used money previously paid on account ofthe Contract Sum.
2.6.11 The Design Professional shall have the responsibiliTy and authority to reject work which does not conform to the Coniract Documents. Whenever the Design
Professional considers it necessary or advisable for implementation of the intent of the Contract Documents, the Design Professional will have authoriry to require
additiona] 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.
2.612 The Design Profiessional shall review and approve or take other appropriate action upon Contractor's submittals such as Shop Drawings, Product Data and
Samples for the purpose of (1) determin;ng compliance with applicable laws, stahttes, 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 Professiona] shall act with such reasonable promptness to cause no
delay in the work or in the construction of the Owner or of sepazate contractors, while allowing sufficient time in the Design Professional's professional judgment to
pemut 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 Contractor to the extent required by the Contract Documents. The Design Professional's review shall not constihrte approval of safety precautions
Page 18
or, unless otherwise specifically stated by the Design Professional, of cons[ruction means, methods, techniques, sequences or procedures. The Design Professional's
approval of a specific item shall not indicate approval of an assembly of which the item is a component. When professional certification of performance chazacteristics
of materials, systems or equipment is required by the Conhact Documents, the Design Professional shall be entitled to rely upon such certification to establish that the
materials, systems or equipment will meet the perfortnance criteria required by the Contract Documents.
2.6.13 The Design Professional shall prepaze Change Orders and Construction Cbange Directives, with supporting documentation and data if deemed necessary by
the Design Professional as provided in Subsections 3.1.1 and 333, for the Owner's approval and execution in accordance with the Contract Documents, and may
authorize minor changes in the work not involving an adjustment in the Contract Sum or an extension of the Contract Time which are not inconsistent with the intent
of the Contract Documents.
2.614 On behalf of the Owner, the Design Professional shall conduct inspections to detemune 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 guazantees and related
documents required by the Contract for Conshuction to be assembled by the Contractor and shall issue a fina] certificate for Payment upon compliance with the
requirements of tY�e Contract Documents.
2.6.15 The Design Professional sball interpret and provide recommendations on matters conceming performance of the Owner and Contractor under the requirements
of the Contract Documents on written reGuest of either the Owner or Contractor. The Design Professional's response to such requests shall be made with reasonable
promptness and within any time limits agreed upon.
2.6.16 Interpretations and decisions of the Design Professional shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall
be in writing or in the form of drawings. When making such interpretations and initial decisions, the Design Professional shall endeavor to secure faithful performance
by both Owner and Contractor, and shall not be liable for results or interpretations or decisions so rendered in good faith in accordance with all the provisions of this
Agreement and in the absence of negligence.
2.6.17 The Design Professional shall render written decisions within a reasonable time on all claims, disputes or other matters in question between the Owner and
Contractor relating to the execution or progress of the work as provided in the Contract Documents.
2.6.18 The Design Professional (1) shall render services under the Agreement in accordance with the Degree of Care; (2) will reimburse the Owner for all damages
caused by the defective designs the Design Professional prepazes; and (3) by aclmowledging 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 Conslruction Phase.
ARTICLE 3 ADDTTIONAL SERVICES
31 GENERAL
3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified in the Agreement or Proposal, and they shall be paid for by the
Owner as provided in the Agreement, in addition to the compensation for Basic Services. The services described under Secfions 3.2 and 3.4 shall only be provided if
authorized or confirzned in writing by the Owner. If services described under Contingent Additional Services in Section 33 are required due to circumstances beyond
the Design Professional's control, 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 3ervices aze 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 aze not required due to the negligence or fault of Design Professional.
3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES
3.21 If more extensive representation at the site than is described in Subsecpon 2.6.5 is required, the Design Professional shall provide one or more Project
Representatives to assist in carrying out such additional on-site responsibilities.
3.2.2 Project Representatives shall be selected, employed and directed by the Design Professional, and the Design Professional shall be compensated therefor as
ageed by the Owner and Design Professional.
3.3 CONTINGENT ADDITIONAL SERVICES
3.3.1 Making materiaf revisions in Drawings, Specifications or other documents when such revisions are:
1. inconsistent with approvals or instructions previously given by the Owner, including revisions made necessary by adjustments in the Owner's
program or Project budget;
2. required by the enactment or revision of codes, laws or regulations subsequent to the prepazarion of such documents, or
3. due to changes required as a result of the Owner's failure to render decision in a timely manner.
3.3.2 Providing services required because of significant changes in the Project including, but not limited to, size, quality, complexity, or the Owner's schedule, except
for services required under Subsection 2.5.2.
3.3.3 Preparing Drawings, Specifications and other documentation and supporting data, and providing other services in connection with Change Orders and
Construcfion Change Directives.
3.3.4 Providing consultaUon conceming replacement of work damaged by fire or other cause during construction, and furnishing services required in connection with
the replacement of such work.
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3.3.5 Providing services made necessary by the default of the Contractor, by major defects or deficiencies in the work of the Contractor, or by failure of performance
of either the Owner or Contractor under the Contract for Construction.
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, azbitration proceeding or legal proceeding except where the Design Professional is party thereto.
3.3.8 Providing services in addition to those required by Article 2 for preparing documents for altemate, sepazate 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 the Agreement, Proposal or these General Conditions to the contrary, all services described in this Article 3 that aze
caused or necessitated in whole or in part due to the negligent act or omission of the Design Professional shall be performed by the Design Professional as a part of the
Basic Services under the Agreement with no additional compensation above and beyond the compensation due the Design Professional for the Basic Services. The
intervening or concurrent negligence of the Owner shall not limit the Design Professional's obligations under this Subsection 3.3.9.
3.4 OPT'IONAL ADDTI'IONAL SERVICES
3.4.1 Providing financial feasibility or other special studies.
3.4.2 Providing planning surveys, site evaluations or compazative studies of prospective sites.
3.4.3 Providing special surveys, environmental studies and submissions required for approvals of governmental authorities or others having jurisdiction over the
Project.
3.4.4 Providing services relative to future faciGties, systems and equipment.
3.4.5 Providing services to invesfigate e�cisting 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.
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 fiacilities.
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 persormel 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 fumiture, fumishings 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,
3.415 Providing services of consultants for other than architectural, civil, structural, mechanica] and electrical engineering portions of the Project provided as a part of
Basic Services.
3.416 Providing any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural
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 fumished by the Contractor to the Design Professional.
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 are
caused or necessitated in whole or in part due to the negligent act or omission of the Design Professional shall be performed by the Design Professional as a part of the
Basic Services under the Agreement with no additional compensation above and beyond the compensation due the Design Professional for the Basic Services. The
intervening or concurrent negligence of the Owner shall not limit the Design Professional's obligations under tivs Subsection 3.418.
ARTICLE 4 OWNER'S RESPONSIBILTTiES
4.1 The Owner shall consult with the Design Professional regazding requirements for the Project, 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 22.1.
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.
4.3 If requested by the Design Professional, the Owner shall fitmish evidence that financial arrangements have been made to fulfill the Owner's obligations under this
Agreement.
Page 20
4A The Owner shall designate a representative authorized to act on the Owner's behalf with respect to the Project. The Owner or such authorized representative shall
render decisions in a timely manner pertaining to documents submitted by the Design Professional in order to avoid unreasonable delay in the orderly and sequential
progess ofthe Design Professional's services.
4.5 VJhere applicable, the Owner shall fumish surveys describing physical chazacteristics, 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 properry 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 unprovements and trees; and information conceming 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 Where applicable, the Owner shall fumish the services of geotechnical engineers when such services aze requested by the Design Professional. Such services may
include but aze not limited to test borings, test pits, determinations of soil bearing values, percolaYion tests, evaluations of hazazdous 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 aze requested by the Design
Professional and are not retained hy 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 fumish shuctural, 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 fumish all legal, accounting and insurance counseling services as may be necessary at any time for the Project, including auditing services the
Owner may require to verify the Contractor's Applications for Payment or to ascertain how or for what purposes the Contractor has used the money paid by 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 fumished 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.
410 The Owner shall give prompt written notice to the Design Professional if the Owner becomes aware of any fault or defect in the Project or nonconformance with
the Contract Documents.
4.11 Design Professional shall propose language for certificates or certifications to be requested of the Design Professional or Design Professional's consultants and
shall 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
lmowledge or services beyond the scope of the Agreement.
ARTICLE 5 CONSTRUCTION COST
5.1 CONSTRUCI'ION COST DEFINED
5.1.1 The Construction Cost shall be the total cost or estimated cost to the Owner of all elements of the Project designed or specified by the Design Professional.
51.2 The Conshuction Cost shall include the cost at cunent market rates of labor and materials furnished by tbe 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 mazket conditions at the time of bidding and for changes in the work during construction.
51.3 Conshuction Cost 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 responsibiliry 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 estnnates of Construction Cost and detailed estunates 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 Contractor's methods of determining bid prices, or over
competitive bidding or mazket 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 prepazed or agreed to by the Design Professional.
5.2.2 No fixed limit of Construction Cost shall be established as a condition of the Agreement by the fumishing, proposal or establistunent 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, equipment, component systems and types of construction are to be
included in the Contract Documents, to make reasonable adjustments in the scope of the Project and to include in the Contract Documents alternate bids to adjust the
Construction Cost to the fixed limit. Fixed limits, if any, shall be increased in the amount of an increase in the Contract Sum occumng after execudon of the Contract
for Construction.
5.2.3 If the Procurement Phase has not commenced within 90 days after the Design Professional submits the Conshuction Documents to the Owner, any Project
budget or fixed L'vnit 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 OR'NERSHIP AND USE OF DOCUMENTS
6.1 The Drawings, Specificakions and other documents prepared by the Design Professional for this Project are instruments of the Design Professional's service and shall
become the properly of the Owner upon ternunation 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
Page 21
Owner uses any of the information or materials developed pursuant to the Agreement in another project or for other purposes than are specified in the Agreement, the Design
Professional is released from any and all liability relating to their use in that project
6.2 Submission or distribution of documents to meet official regulatory requirements or for similaz purposes in connection with the Project is not to be construed as publication
in derogation of the Design Professional's reserved rights.
ARTTCLE 7 TERMIlVATION, SUSPENSION OR ABANDONNIENT
7.1 The Design Professional may terminate the Agreement upon not less than thirty days written notice should the Owner fail substanUally to perform in accordance with the
terms of the Agreement fluough 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 cease immediately upon Design Professional's receipt of such
notice. Before the end of the tl�nty (30) day period, Design Professional shall invoice the Owner for all work it satisfactorily performed prior to the receipt of such notice. No
amount shall be due for lost or anticipated profits. All plans, field surveys, and other data related to the Project shall become properiy of the Owner upon termination of the
Ageement and shall be prompUy delivered to the Owner in a reasonably organized form. Should Owner subsequenfly contract with a new Design Professional for continuation
of services on the Project, Design Professional shall cooperate in providing information.
7.2 If the Project is suspended by the Owner for more than 30 consecutive days, the Design Professional shall be compensated for services satisfactorily performed prior to
notice of such suspension. When the Project is resumed, the Design Professional's compensation shall be equitably adjusted to provide for e�cpenses 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 the event that the Project is permanently
abandoned. If the Project is abandoned by the Owner for more than 90 consecutive days, the Design Professional or the Owner may terminate the Agreement by giving written
notice.
7.4 Failure 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 fortermination.
7.5 ff the Owner fails to make payment to Design Professional within thirty (30) days of receipt of a statement for services properly and satisfactorily performed, the Design
Professional may, upon seven days written notice to the Owner, suspend performance of services under the Agreement.
7.6 In the event of termination not the fault of the Design Professional, the Design Professional shall be compensated for services properly and satisfactorily performed prior to
ternunation.
ARTICLE S PAYMEN'TS TO TIIE DESIGN PROFESSIONAL
8.1 DIIiECT PERSONNEL EXPENSE
81.1 Direct Personnel Expense is defined as the d'uect salaries of the Design Professional's personnel engaged on the Project and the portion of the cost of their
mandatory and customary contributions and benefits related thereto, such as employment t�es and other statutory employee benefits, insurance, sick leave, holidays,
vacations, pensions and similaz contributions and benefits.
8.2 REIlVIBURSABLE EXPENSES
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.
8.2.11 Expense of trausportation 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.
8.2.1.3 If authorized in advance by the Owner, expense of overtime work requiring higher than regular rates.
8.21.4 Expense of renderings, models and mock-ups requested by the Ownec `
8.2.1.5 Eapense of computer-aided design and drafting equipment time when used in connection with the Project.
8.21.6 Other expenses thak 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 services performed within each phase of service, on the
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 established in the Agreement is exceeded or e:ttended through no fault of the Design Professional, compensation for any
services rendered during the additional period of time shall be computed in the manner set forth in Section 2 of the Ageement.
8.3.3 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 are 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.
Page 22
8.4 PAYMENTS ON ACCOUNT OF ADDTTIONAL SERVICES
8.41 Payments on account of the Design Professional's Additional Services and for Reimbursab(e Expenses shall be made monthly within 30 days after the
presentation to the Owner of the Design Professional's statement of services rendered or expenses incurred.
8.5 PAYMENTS WITHfIELD No deductions shall be made from the Design Professional's compensation on account of penalty, liquidated damages or other sums withheld
from payments to contractors, or on account of the cost of changes in the work other than those for which the Design Professional is responsible.
8.6 DESIGN PROFESSIONAL'S ACCOiJNTING RECORDS Design Professional shall make available to Owner or Owner's authorized representative records of
Reimbursable Expenses and ea�penses pertaining to Additional Services and services performed on the basis of a multiple of Direct Personnel Expense for inspection and
copying during regular business hours for three years after the date of the final Certificate of Payment, or until any litigarion related to the Project is final, whichever date is
later.
ARTICLE 9 IlVDEMNITY
91 The Design Professional shall indemnify and save and hold harmless the Owner and its officers, agents, and employees from and against any and all liability,
claims, demands, damages, losses, and expenses, including, but not limited to court costs and reasonable attorney fees incurred by the Owner, and including, without
limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of the Design Professional or its officers,
shareholders, agents, or employees in the performance of the Agreement.
9.2 Nothing herein shall be construed to create a liability to any person who is not a party to the Agreement, and nothing herein shall waive any of the parties' defenses,
both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to the Agreement, including the defense of govemmental immunity, which
defenses aze hereby expressly reserved.
ARTICLE 10 INSiJRANCE
During the performance of the Services under the Agreement, Design Professional shall maintain the following insurance with an insurance company licensed or
authorized to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate Carriers of at least an A- VII
or better:
10.1 Commercial General Liability Insurance with bodily injury limits of not less than $1,000,000 for each occurrence and not less than $2,000,000 in the aggregate,
and with property damage limits of not less than $1OQ000 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 Workers' Compensation Insurance in accordance with statutory requirements, and Employers' Liability Insurance with limits of not less than $100,000 for each
accident including occupational disease.
10.4 Deleted
10.5 The Design Professional shall fiirnish insurance certificates or insurance policies to the Owner evidencing insurance in compliance with this Article 10 at the tune
of the execution of the Agreement. The General Liability and Automobile Liability insurance policies shall name the Owner as an Additional Insured, the Workers'
Compensation policy shall contain a waiver of subrogation in favor of the Owner, and each policy shall contain a provision that such insurance shall not be canceled or
modified without thirty (30) days' prior written notice to Owner and Design Professional. In such event, the Design Professional shall, prior to the effective date of the
change or cancellation, furnish Owner with substitute certificates of insurance meeting the requirements of this Article 10.
ARTICLE 11 NIISCELLANEOUS PROVISIONS
111 The Agreement shall be govemed by the laws of the State of Texas. Venue of any suit or cause of action under the Agreement shall lie exclusively in Denton County,
Texas.
11.2 The Owner and Design Professional, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other parry to this Agreement and to
the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. The Design Professional shall not assign its
interests in tl�e Agreement without the written consent of the Owner.
ll.3 The term Agreement as used herein includes the executed Agreement, the Proposal, these General Conditions and other attachments referenced in Secdon 3 of the
Ageement which together represent the entire and integrated agreement between the Owner and Design Professional and supersedes all prior negotiations, representaUons or
agreements, either written or oral. The Agreement may be amended only by written instrument signed by both Owner and Design Professional. When interpreHng the
Agreement the executed Agreement, Proposal, these General Conditions and the other attachmenis referenced in Section 3 of the 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. These General Provisions
3. Attachments referenced in Section 3 of the Agreement other than the Proposal
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.
Page 23
11.5 Upon receipt of prior written approval of Owner, the Design Professional shall have the right to include representations of the design of the Project, including photographs
of the e�rterior and interior, among the Design Professional's promotional and professional materials. The Design Professional's materials shall not include the Owner's
confidential or proprietary information if the Owner has previously advised the Design Professional in writing of the specific information considered by the Owner to be confi-
dential or proprietary. The Owner shall provide professional credit for the Design Professional on the construction sign and in the promotional materials for the Project.
11.6 Approval by the Owner shall not constitute, nor be deemed a release of the responsibility and liabiliry 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, retum 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 a$er 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.
1110 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 anceshy, age, or physical handicap.
1111 The captions of the Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of the Agreement.
Page 24
Page 25
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor or other person doinq business with local qc
This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular Session.
FORM CIQ
OFFICE USE ONLY
This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a Date Received
person who has a business relationship as defined by Section 176.OD1(1-a) with a local
governmental entity and the person meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local government entity
not later than the 7th business day after the date the person becomes aware of facts that require the
statement to be filed. See Section 176.006, Local Government Code.
A person commits an offense if the person knowingly violates Section 176.006, Local Government
Code. An offense under this section is a Class C misdemeanor.
q Name of person who has a business relationship with local governmental entity.
N�/ '
� Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7`h business
day after the date the originally filed questionnaire becomes incomplete or inaccurate.)
3
Name of local government officer with whom filer has an employment or business relationship.
/��i�
Name of Officer
This section, (item 3 including subparts A, B, C& D), must be completed for each officer with whom the filer has an employment or other business
relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the
filer of the questionnaire?
0 Yes 0 No
B. Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, from or at the direction of the
local government officer named in this section AND the taxable income is not received from the local governmental entity?
0 Yes 0 No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer
serves as an officer or director, or holds an ownership of 10 percent or more?
0 Yes 0 No
D. Describe each affiliation or business relationship.
,5^- 9- /�-
Signature of person doing business with the governmental entity
T:1D1Denton Pecan Creek WRP Admin. BuildinglContract
C�-1
Date
Adapted 06l29I2007