2013-107
i
ORDINANCE NO. 2013-107
AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY
MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN
THE CITY OF DENTON, TEXAS AND GRAHAM ASSOCIATES INC. FOR ENGINEERING
SERVICES ASSOCIATED WITH THE SHERMAN DRIVE, HOLIDAY PARK, AND
LONGFELLOW WASTEWATER COLLECTION SYSTEM IMPROVEMENTS PROJECT;
AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; PROVIDING AN EFFECTIVE
DATE (FILE 5236-IN THE AMOUNT OF $135,835).
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. The City Manager is hereby authorized to enter into a professional service
contract with Graham Associates, Inc., to provide professional engineering services for the Sherman
Drive, Holiday Park, and Longfellow Wastewater Collection System Improvements project; 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 5236 to the City Manager of the City of Denton, Texas, or his desigee.
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.
PASSED AND APPROVED this the Z` day of daf-I1 ,2013.
I
MARK A. BU UG S, MAYOR
I
i
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: -A,)
APPR ED AS O LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY: _
4-ORD-F' 5236
I
II
THE STATE OF TEXAS
I
COUNTY OF DENTON
PROFESSIONAL SERVICES AGREEMENT
FOR ARCHITECT OR ENGINEER
THIS AGREEMENT is made and entered into as of the /~-dl day of > ~thits 2013,
by an d between the City of Denton, Texas, a Texas municipal corpora ion, incipal
office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called
"Owner" and Graham Associates, Inc., with its corporate office at 600 Six Flags Drive, Suite
500, Arlington, Texas 76011 hereinafter called "Design Professional," acting herein, by and
through their duly authorized representatives.
In consideration of the covenants and agreements herein contained, the parties hereto do
mutually agree as follows:
SECTION 1
EMPLOYMENT OF DESIGN PROFESSIONAL
The Owner hereby contracts with the Design Professional, a licensed Texas architect or engineer,
as an independent contractor. The Design Professional hereby agrees to perform the services as
described herein and in the Proposal, the General Conditions, and other attachments to this
Agreement that are referenced in Section 3, in connection with the Project. The Project shall
include, without limitation, but shall not be limited to the following major components (for a
more precise or comprehensive description of the Scope, refer to Exhibit 2, Attachment E):
A. Conceptual Design Plans
Task 1: For the Sherman, Holiday Park, Longfellow Wastewater CIP.
Conceptual plans (30% Plans) for this section of the Project shall be prepared to such
detail as is necessary to resolve all conceptual issues. Conceptual plans must be
approved by Owner prior to Design Professional commencing with the preparation of
preliminary design construction plans.
B. 60% Plans for Sherman, Holiday Park, Longfellow Wastewater CIP.
Task 1: Sherman, Holiday Park, Longfellow Wastewater CIP (Sanitary Sewer 60%
Plans)
At such time as Design Professional is directed by Owner, Design Professional shall
prepare the following:
1. Title sheet with index of sheets.
2. Project layout.
3. General Notes.
1
i
4. Alignment sheets.
5. Plan/profile sheets for all alignments.
6. Miscellaneous details.
7. Utility exhibits.
8. Address 30% comments.
9. Update cost estimates and schedule.
C. Final Construction Plans
Task l: Final Design Construction Plans (90% Plans) - Sherman, Holiday Park,
Longfellow Wastewater CIP.
1. Construction plans.
2. Bid proposal.
3. Special specifications as required.
4. Update City 60% plan comments.
5. Update cost estimates and schedule.
D. 100% Construction Plans and Specifications
Task 1: 100% Sherman, Holiday Park, Longfellow Wastewater CIP.
1. Revise plans per Owner's review comments.
2. Revise specifications/bid documents per Owner's review comments.
3. Revise right-of-way documents per Owner's review comments.
E. Miscellaneous Requirements -
1. Design Professional shall furnish, upon request by Owner, one (1) set of film
reproducibles of the "Final" approved and dated plans. Design Professional shall
submit an electronic copy of the drawings in a format acceptable to the Owner.
2. The Design Professional shall also prepare Record Drawings utilizing the
construction plans based upon red-line markups reflecting any field changes. The
Contractor shall prepare and supply the red-line markups to the Design
Professional after construction is complete. Design Professional shall submit one
(1) set of film reproducibles and an electronic copy of the Record Drawings in a
format acceptable to the Owner.
2
SECTION 2
COMPENSATION
Total compensation for the Design Professional contemplated under the terms of this Agreement
shall be $135,835.00 for all services, including reimbursable expenses. The Owner shall
compensate the Design Professional as follows:
2.1 BASIC SERVICES
2.1.1 For Basic Services the total compensation shall be $89,635.00
2.1.2 Progress payments for Basic Services shall be paid monthly based on the actual
work satisfactorily completed per month in each phase as a percentage of the overall
compensation for that phase, with the following percentages of the total compensation for
the Basic Services for each phase of the Project:
Schematic Design Phase 30%
Design and Development Phase 30%
Construction Documents Phase 40%
Bidding Phase 0%
Construction Phase 0%
100%
2.2 ADDITIONAL SERVICES
2.2.1 For Additional Services the total compensation shall be $41,200.00. Compensation
for Additional Services shall be based on actual services authorized and performed with
lump sum or maximum not-to-exceed subtotals depending on the service provided all as
shown in Exhibit 2, Attachment A. The schedule for the hourly rates is attached as Exhibit j
4.
2.2.2 Compensation for Additional Services of consultants, including additional
structural, mechanical and electrical engineering services, geotechnical services, right-of-
way services, etc. shall be based on a multiple of 1.1 times the amounts billed to the
Design Professional for such additional services.
2.3 REIMBURSABLE EXPENSES
Reimbursable Expenses shall be a multiple of 1.05 times the expenses incurred by the Design
Professional, the Design Professional's employees and consultants in the interest of the Project as
defined in the General Conditions but not to exceed a total of $5,000.00 without the prior written
approval of the Owner.
3
SECTION 3
ENTIRE AGREEMENT
This Agreement includes this executed agreement and the following documents all of which are
attached hereto and made a part hereof by reference as if fully set forth herein:
Exhibit 1. City of Denton General Conditions to Agreement for Architectural or Engineering
Services.
Exhibit 2. The Design Professional's Proposal
Attachments A through E:
Attachment A - Summary of Engineering Fees
Attachment B -Projected Plan Sheets
Attachment C - Organizational Chart
Attachment D - Estimate of Construction Costs
Attachment E - Scope of Services and Deliverables
Exhibit 3. Project Schedule
Exhibit 4. Schedule of Rates
This Agreement is signed by the parties hereto effective as of the date first above written.
"OWNER"
CITY OF DENTON, TEXAS
A Texas Municipal Corporation
By:
GEORGE C. CAMPBELL
CITY MANAGER
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
By:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
By:
4
i
I
"DESIGN PROFESSIONAL"
GRAHAM ASSOCIATES, INC.
A C]ooration
ByJE F WILLI MS, P.E.
PRESIDENT
WITNESS:
By: J
i
I
5
it
VIII
9xhibit 1
CITY OFDENI'ON i
GENERAL CONDITIONS
TO
AGRE, EmENT FOR ARCMUCTURAL OR ENGINEERING SERVICES
' i
ARTICLE I. ARCHCfECl'ORVNGINEER'S RESPONSIBILITIFS
1,1 The Architect or Enginetes services consist of those services for the Project (as defined in the agreement (the'Ag-reentenf) and proposal (the 'Proposar) to which these
General Conditions are attached) performed by One Architect or Engineer (hereinafter called ahe'Design Professional') or Design Professional's employeesand consultants as i
enumerated In Articles 2 and 3 of these General Condi0ous as modified by thaAgrcement and Proposal (the "Services`).
12 'Ihepesiga PrafeS$IDnal will perform all Services es an independent contraclotto theprevailing professional s'artdards consistent widr the love! ofcare and 01 ordinarily
I
exercised by members of the some profession currently practicing in the same locality vMcrstmihar conditions, including reasonable, Worm o judgments a and f oho P of ely f
actlons (iho'Dogrco of Care The Services shalf be performed as expeditiously as is eonslstent vvith the Degree of Caro pecessary for the y P I
Upon request of the Omer, theDesigr Professional shall submittbr the Osmees approval a schedule for the performance of the Sen*esvvfricb maybe adjusted as the Project
proceeds, and sball Include allowances for periods of time required for the Owner's review and for approval of submtsslons by authorities having jurisdictiorrover the.Projecl
!
Time timili established by this schedule and approved by the Owner shall not, except for reasonable cause, be exceeded by the Design Profasslonal or Owner, and any
adjustments to Us schedule shall ba mutuallysceeptableto both parries.
ARTICLE 2 SCOPE OF33ASIC SFRV(CE3
2,1 BASIC SERVICES DEFINED noDesignProfessional's Basic Servicescomistofthose described inSeetions2,2through 2boftheseOcneralConditions andInclude
without limitation norgial structural, civil, mrxhardeal and eleabiczl engineering services and any other engineering services necessary to produce a complete and accurate set
of
ConstruedonDocuments,asdescribedbyandiequiredinSection 2.4, ThoBasle Services maybemodifiedbytheAgwment
2.2 SCHEdfATICDWGNFJWE t
2.7.1 Tl.o Design Professional, in consultation with. the Omer, shall develop a written program for the Project to ascertain Ovmees needs and to allbilsh the I
requirements ford-. Project. !
23.2 The Design Professional shall provide a prclimbiary evaluation of the Owner's program, eonilroctim schedule and coushwAion budget requirements, each fit
terms ofthe other, subject to the 1'unitations set forth in Subsection 52.1.
2.23 ThoDeslgrihofessionalshall review%iththeOwicraltemativatppronhestodesignendconstructionofthoProject.
2,2,4 Based on the mutually agea4•upon program, schedule and construction budget re quirentwis, theDesign Nofessional shall prepare, for approval by theChner,
Schematic Design Documents consisting of drawings and other dmuratnis lUustraiutg the aeaio red relationship of Project components. The Schematio Design Phan '
contemplate compilancevrith ail applicable laws, slawtes, ordinamos, codes and regulations.
i j
2.2.5 The Designprofc+siorral shall submit to the Owner a preliminary detailed estimate of Construction Cost based nrrcuaent area, volume a other nrnit costs and
winch Indicates tlra cost of each Category of work involved in constructing the Project artd establishes an elapsed time factor for the period of time Rom the
commencement to the completion ofconsbuction.
i
23 DFSIONDEVELOYNIBNTPHASE 1 i
23,1 Basedon the sppiovcd Schemato Design Documents and any ufjwimentsauthorired by the Ostiver lntheprograrn, whedWa or construction budget, the Design
ProAsslon al shall prepare for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and dosenbe the size and '
nrecharucal and electrical systems, materials and such other elements as may be appropriate, which shall comply i
character of Ore Projitl as to arcltileciwal, AMC",
with all applicable laws, statutes, ordinances, codes and regulations. Notwithstanding owner's approval of tho documents, Desigr Professional represents that the
Documents and speci6eationsmiU be su8ielent and adequate to Mfrll thepurposes ofthe'Froject j
23.2 Tho DosignProfessiatal shall advase the Ovmer of any adjustmens to the prolirninay estimato of Construction Cost In aforther Detailed Statement as described
(nSectiorr2,2.5, ~ ~
2.4 CONSTRUCI'IONDOCMIENISPIUSE
214.1 Based on the approved Design Development Documents and any hither adjustments in. the scope or quality of the Project or In the construction budget
authorized by the Owner," DesisProfessloned"prepare, for approval by the Owner, Construction Documents consisting of Drawings and Specifications setting
forth In detailregk menlsfortheconstructionoftheProjeel,whlchshaftcomplywithaliapplicablolaws,statutes, ordinances, codes and regulations,
2.41 The Desiga Professlonal sball assist the Owner in the preparation of the necessary bidding or pfacurement Wormatlon, bidding or procurement (bans, the
Conditions ofdreeontract, and the form of Agreementbehmn the Owner andconhactor,
2.43 The Dosip'Rofessional da adviso the Owner ofany adjushents to previous preliminary estimates orCeri truotion. Cost indicated by changes in ie*Oements
or general morW conditions,
2.4.4 'rho Design Professional shall assist the Owner in connection vviththa Owner's responsibillty for Sling documents requited for the approval of governmental
authoiido havingjurisdietion over tiro Pr4eaL
2.es CONS'PUGTIONCOM'RAGTPROCUREtIPrIT
2,5.1 The Design Professioml, followdng the Owner's approval of the Construction Documcnls and of the safest preIImbnary detailed estimalo of Construction Cost,
shall assist the Owner hi procuring it wosbuction eontract for the Project throtngh tiny procurement method that is legally applicable to the Project Including vtithout
Page 1 US
H:1Miso\DIw* Forms\GEP1i RAL CONDITIONS •ARCHaTCT ZUr31NEER Revised 052209,doc Revised 53002
(Imitation, the competitive scaled bidding process. Although the Owner tvigconsiderthoedvieeofftDeslgnProfessional,the aiardofthownstructioncmtractisin i
tho sole discretion of the Owner,
tia contract amount for the Project exceeds the total a o istruction cost ofthe project as set forth in the approved Detailed Statement of Probable
2,5.2 tftho Construction Costs constructi n c Project submitted by the Design Professional, then the Design Professional, at its sole cost and cxpenso, wilt revise the Coastruelion
Of the
Documeats as may bo required by the Owner to reduce or modify the quantity orquality of the work so that the total construction cost of the project will not exceed
thatolai conMetioncostset forth in the approvedDetafled SlatementofProbable Construction Costs.
2.6 CONMUC IO14 PHASE-ADA'III' STRATIONOFTHECONMUCTiONCONTRACT
2.6,1 The Design professional's responsibility to providcllasta Servtcea for the Construction Phaso umderthts Agreement commences with the award ofthe Contract j
i
for Construction anMerminates otft issu encato the Owner of tha Anal CWHicale forPaymenl, unless extended under tho terms of Subsection 8.31
242 Tho Design Professional shall provide detailed administration oftho Contract for Constuction asset forth below. for of esign,ato of sionAss the admials rot ayfibe the shall
also be In accordance with AlA document A201, General Conditions of the Contract for Construction, current as
amended bythe City oMenton special conditions,unless otherwise provided in the Agrecateni. For engineers the administration shall also be in accordance with the
Standard Spec'if'ication forPubllplVorks Construction by thoNorth Central Texas Council o£Govern ments, current asafthe dateof the Agreement unless otherwise
t
provided IntheAgreement.
2,63 Construction Phase duties, responsibilities end limitations of authority of the Design professional shall not be restdoted modified or extended wMout written
agreement ofthe Owner and Design Professional,
2.6,4 The DeslgnProfessional shall boa representative of and Shall advise and consult vrith. tha ()uvner (1) during eonst uctlon, and (2) at the O wme's direction from
time to time during the correction, or aarranty period described In the Contact for Construction. ThoDaslgrt Professional slWiltavoauthority to act on bohalfofthe
Owner only to the exim1provided inthe Agreement and these Central Conditions, unless otherwise maditled by written instrument.
i
2.6.5 The Design Professional shall observe the, construction site at least one time a wvzk, Wille. construction is in progress and as reasonably necessary vMle j
corAuttion is not in progress, to become familiar with the progress "quality of the work completed and to determine if the work Is being performed Ina mammor i
Wfcatingthat thelvorkwhencompletedmill. beIneocordancevviththeContract Dommts. DesiptProfessionalsitaNprovtdeOnucrawrittenrepprtsubsequentlo i
each on site visit N tho basis of on site observations the Design Professional shall keep the 0vmor informed of the progtess and quality of the,%NA and shall i
any
exercise the Dtgrm of Care end diligence in discovering and promptly reporting to the 0mwtet any observable defects or deficiencies in the-wade ofConhactor or
i
subcontractors.'rinoDuignProfessionalrepresentSthat hoWill followDO&MOfCareIn pudbmringall Services under theAgreementTheMsign.Professionalshall
promptly correct any delleetiwe designs or speeifieadons Ar nis1wd by the Design Professional at no cost to the Ovmgr. The Ownees approval, aaeplance, use of or f
payment for all or any part of the Resign Professional's Services hereunder or of the Project itself shall in no way alter the Design Professional's obligattons or the l
Owniers rights hereunder. '
240 Vic Design~P~{r~ofesslonal shall not have control over or charge of and shall not be tesponsible for construction means, methods, techniques, sequences or
procedures, or for x.ety precautions; and programs in cowection,vith I4work Tho Design professional shall nol be responsible for the Contractoes schcdulss or 1
failure to carry cut the ivoric In accordance with the Contract Deeurnonts except insofar as such failure may result front Dasngn professional's negligent acts or amis• ~
j
sioas, The Design Professional shall r.at hiva control over or charge of acts or oralsslons of tho Contractor, Subcontrectors, or their agents or employees, or of any 1
t
j
other persons perfomrbig portions oftlw %w&
2.6,11 The DWSA Proressiomal shall at all times have access to the work udterover it is lapreparatton or progress,
2.63 Except as may otherwise be provided In the Contract Documents or when direct communications have been specialty authorized, the Owner and Contractor r
sh,ilcorm wicatethmugbthoDestgnProfesslonal. ConununieationsPyandwithlheDrstgtProfcssfonai'sconsultanlssltaltbathroughiheDes[gnptofassional
16,9 Based on the Design Professional's observations at the site of the work and evaluations of the Contractor's Applications for payment, the Design Professlona[
Shall review and certify the arnounts duo the Contractor.
i
216,10 the Design Prof~sstonal's certification for payment shall constitute a representation to the Owner, based on theDesign professional's observations at (he silo as
provided [a Subsection2.6.5 and on the data comprising the Contnclots Application for Payment, that the wvmk has progressed to the point Indicated and that the
quality of the Work Is in aorotdance wviththe Contract Documents, The foregoing representations are subject to minor deviations flora the Contract Demerits cor- r
tee Is dor to completion said to specific qualifications expressed by the DesipTiollesslonal. The lsswnce of e Certificate for Payment shan't tha constitute a
representation that the Contractor is entitled to payment In the amount certified. However, the issuance of e Certificato for Payment shall not be arepresentation that
i
thoAesignProfbsstonal has(I)reviowed construction. mwns,methods,techniques, sequences orpiocodures,or(2)aseedalned how or forwfialpurpose theContractor
has used money previously paid on account oftheContract Starr.
2.6.11 The Design Professional shall have the responsibility and auhhority to reject wvark which does not conform to the ContractDoeuments. 1Vhcnever the Design
Professional considers ft necessary or adw[sable for impiemeneation of the intent of ►he Contract Documents, the Design Professional will have author(ry to require
additional inspeetlon or tesihig of the work In accordance vvth the provisions of the Corutraet Documents, whether or not such Work is fabricated, fnMed or
completed, li'ovmver, neithet this authority oftho DesigaPtofessl oral nor a decisim made In good faith oithor to exercise or not exerelse smb 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 Ofthe work.
2.6.12 The Design ProfWtonal shall review and approve or toke other appropriate action upon Contractors submittals such as Shop DravlwM Product Data and
Samples for the purpos4 of (1) determledrsg compliance with applicable laws, statutes, ordinances and codes; and (2) detennihbig wvdnether or not the Work, when
completed, Wlll be Incompliance with the requirements of the Contract Documents. Tine Design Professional shall act with such roasoaable ptoenplness to cause no
delay in the work or In the construction of the Owner or of separale contractors, svimilo agowipg sufficient time in the Design Professional's professional judgment to
permhadrquatoreviow, ItevlewofsuchSubmittals Isnotconducted fortbopugwseofdelerminbngtheaccuracy andcompleteness ofotherdetallssuch asdimensions
and quantities or for subs+antiatina instructions for Installation or performance of equipment or systems designed by the Contractoor, all of vwidch remain
responsl6llityoftluContraetarto!heoxtentrequfredbytheConkrctDocuments TheDes[pFrofessional'sreview Shall notconsti~eapproval ofsedyp
or, unless otherwise specifically stated by the Design Professional, of mastruction means, methods, techniques, sequerm or procedures. The Design Professional's
approval of a speoiflo Item shall na indicalo approval of en assembly of which the item Is a component. lVheaprofessional certification ofperformance characteristics
Page 2 Of B
Revised 5.30.02
11AMisc%lankFormAGENERALCONDlTlONS•ARCHtMT-BNCi MEEEtAcyised052209.doo
I
i
i
I
• I
of materials, systems or equipment ` is required by the Contract Dommcats, the 17esign Profass(Onal shall be entitled torely uponstmh certiflcat()n to establishthat the
materials, systems or equipment will mectthe performance critedaregaired by the Contract poerm(ents.
2413 The Design Professional shall prepare Change Orders and Construction ChangoDhectives, with supporting documentation and data lfdeemed necessary by
the Design Professional as provided in Subsections 3,1.1 and 3.3.3, for the Mmes approval trod execution In accordance with the Contract Documents, and may
authorize nr(nor changes in the work not involving an adjustment rn 1ho Contrat Sum or an extension of he Contract Tune wwidch are not htconsisteat vrith iho indent
ofthe Contract Documents.
2.6.11 On hehalf of the Owner, the Design Professional shall conduct inspections to determine the dates of Substantial Completion end Final Completion, and if
requested by the Owner shall issue Certificates of Substantial acrd Final Completion The Design Proihsstonrd will reccivo and review vnittcn guarantees and related
docruuenta required by the Contract for Construction to be assembled by the Contractor and shall issue a final cedWceta for Payment upon compliawo with he i
•
requirements ofho ContreotDoeuments.
216.15 1hoDes(g1 Professional shall interpret and provide mcornmend atlons on matters corrceming performance of the Owner and Contractor under the regrtuements
of the Contract Documents on written request of eihcr the owner or Contractor. The Design Prafessional's response to sucl?requests shall be made NAth reasonable
promptness" within any rime limits agreed upon f
2416 ]ntcrprelations end decisions of the Design Professional shall be corisistent with the intent of and reasonably Inferable from the Contract Documents ail shall
be inwiling 'atIntheform ofdrawings. When making such;ntegsretadonsmdin(deldwtsions,the Des(gnProfrssional shall endeavor to secure falftl performance
by both Owner aril Contractor, and shall notbe Ha1318 for results or interprelations or decisions so rendeted in good faith in eccorelame with all the provisions of this
Agreement and in the absence ofnegiigence.
2.6.17 The Design Professional shall render written decisions %iihin a reasonable time on all ciauns, disputes or other matters In question between the Owner and
Contrectorrelat(ng to thaexecution orprogess oftho µndcas provided intha Coatrac}Datuments.
2.6.18 Tho Design Professional (1) shall render services under the Agreement in accordarxu with flip, t Degree
the oof Ca r , ) mill redue, shat soh eter for Al All Damages
coused by the defi;c9va
any of he besl~ Profess(loi;Rri obligations thereunder.
ofany tights he Owns may have si rider1W Agreement Profaional
2.6.19 The Destgt Professional shall provide the Owner with four sets of reproducible prints starving all significant changes to the Construction Doctuments during
tho Copstruc(lonPh9a.
ARTICLE-3 ADDITIONALSBRVICES
3.1 GRK91RAL i
3.1.1 The services described In this Article 3 are not included in Baste Services unless zo ideniifued In the Agreement or Proposal, and they shall he paid for by the
Owner "provided In the Agreement, In addition to the compensation forDasto Services. The services described underSect(ons 3.2 and 3.4 shall only be provided if
authorized or con6mred hl ti%vi ft by the Omer. If services desen'bed under ConUngcrrt Additional Services in Section 3.3 are required duo to cinumstan"s beyond
the Design Professional's control, the Design Professional shall notitj the Owner in vwriting end shalt not eommenco such additional services until it receives written
approval from the Nrief to proceed. If the Owner Indicates in witing that all orpart of dch Contingent Additional Services are not required, the. DesignWofess(onal
shall have no obligation to provide those seDim. Owner will be responslble for eompensat(ng tho Design Professional for Contingent Additional Services only if
i
they are trot required due to the negligenoo or fault of DesigtprofesstonaL
3.2 PROJECT REPUSEMATION )MYOND BASIC SERVICES {I
3.2.). If more extemlve representation at the site than Is described in Subsection 2.6.5 Is required, the Design Frofisslonal shall provide arse or morn Project I
Representatives to assist in carryingout suchaddidonat on-sito responsibilities.
t
3.2,2 project Representatives shall be selected, employed and directed by the Design Professional, and the Design Professional sisal] be tompensetted therefor as
agreed by the Ossnerarsd Design Professional.[
I
3.3 CONIWGENPADDITIOMLSERVICES
3.3.1 blakingmileiria] revisions are,
1. Inconsistent with approvals or instructions previously given by the Owner, including revisions ntsdanecessary by adjustments intho Owner's
program or Project budget;
2. tequitedbythaenaahnentorreviaiottofeodes,laws orreguteiionssubsequent to thepreparalionofsuahdocuments,or !
l
3: duetochanges requiredasnrwdtorthoOwoet'sf8t(uretorender decision inatimely manner.
3.31 Pronidfog seMea required because of signifcait changes In thePcojoot including, but not limited to, sizo, quality, complexity, or the Ousnees schedule, except
for services required under Subsection 2.5.2.
3.3.3 Preparing Drawings, Specifications mid other doeuraentalton and supporting dal% and providing other services in counectitm with Change Orders and
Construction Change Directives.
3.34 Providing consultation eoucem(ng replacement ofwork damaged by Fie or other cause during eorustnnetion, and furnishing servkes required In connection with
the replacement ofsuch,wvrtr.
3.15 Providing services made necessary by the default oft ho Contractor, by major defects orderielcncies ink work ofthe Contractor, or by fallure ofperfonuance
ofeithertho t Awrer or Contractorunder the Contract for Construction.
Page 3 of g
HA\IisolBlankpormslGL•E`I8RALCONDIT10 1<S•ARCHIfEGT-ENGIh'EhRRevised 052209.doc Revised5-30.02
it
1
3.3.6 Providing services in evaluating a4 extensive number of claims submitted by the Corittaetor or others in connection with the work.
I
3,3.7 Providing services inconneotionwith apublic hewing, arbitration ptoccedingorlegal proceedinger WVIAeretheDesignProfessionalispartythereto.
}
3.3.8 Providing services In addition to those requited by Article 2forpreparing documentsforaltemale,separate ofsequential bids oiproviding services inconnection
with bidding areotistruction pdorto the completion of the Construction Documents phase. i
1
3.3.9 Notvrit}utanding anything contained in the Agreement Proposal or these General Conditions to the contrary, all services deuribed in this Article 3 that are t
caused or necessitated in vrhole or in pad dueio the negltgentect or omission ofthe Design Professional shall be performO by the Design Professional as a part ofthe
Basin; Services under the Agreement wilt no additional compensation above and beyond the compensation due the Design Pretbsslonal for the Basco Services. The
intervening or concurrent negligence of the Ownershall not limit the Design Professional's abligatlons under this Subsection 3,3,9. i
3A OMOVALADDITIQNALSERVICES
3.0 Providing fntanotal feasibility or other special studies. i
I I
3.4.2 Providing planning surveyg site evah ations oreompwdva studies orprospective sites. i
3.4,3 Providing special surveys, envfmirmtntal studies and submissions required for approvals of govcrrimenlal authodtfes or others having jutisdictlon over the
Project 1
344 Providing services relative to More facilities, sy~temsandequipment.
3,4,5 Provid;ng€ervlcestoinvestigateexislingcondidonsorfecllitiesartomakarneastueddrasvLbslhereo£
i
3,4.6 Providing services to verify theauwacyofdratvingsorother information fiirnishedbythe(h%ner,
I
3.47 Providing coordination ofcotrstntetionperfonnedbysepamlocontrectorsorbythoCmnefsown foreesand coordination ofservleasrequiredin connection with
constructionperformed and equipmentsupplied by the Owner.
3,4.8 Providing detalledquantitysurveys orlnventoduofmtderial,equfpmentandlabor.
3.4.9 Providing analyses ofopcrating and
3.4,10 Madrtginvcsi;gations,inYenloriasofmatuiaisorequipmenl,orvaluaiiaisanddeblledappratsalsofexislingfacillties,
3.4.12 Providing assistance In tho ul lizatlom o£ equipment or systems svch as testing adjosting mud balancing, preparation of operation and maintenance manuals,
tralning petsonnel for operation and maintenance and cartsulkalion duritta, operation. s
i
3.4.93 Providing interior design and almilar services required for or In connection with the selection, procurement or instatletion of fumiture, fiurds *gs and related !
i
i ,
equipment. i
SAM Providing services other than as provided in Section 2.6.4, after issuance to the Owner of the final C•.eMeato for Payment and expiration of the Warranty
period ofthe Contract for Construction
• 3,4.15 Pro••ridirigservices ofeonstrltantsforother than architectural, civil,shuchuel,mechanlrniand electrical engineering portionsoftheProJectprovlded as a part of
Basle Serviem
3,4.16 Providing arty other services not othenviso included in this Agreement or not customarily Aunfshed In accordarre with generally Reeeplld architectural
practice.
I
3.4,17 Preparing 9 set of reproducible reconl drawings in addition to those required by Subsection 2.6.19, showing significant changes in the wk made daring con- {
akruciion based onmaftd upprints, drawings and other data Aunishod bythe Contractor to the DosignProtbuional. I,
3.4,18 NoMithstanding anything contained In the Agreement Proposal or these General Conditions to the contrary, all services desodbed in this Ariielo 3 that are
caused ornecessitaled in whole or In part duo io the nogtlgentsetoromission of the pesign Protssional shall 6aperfo med by theD%Itn Professional as n part ofthe
Basco Services under tbt Agreement with no additional oompanaatiom above and beyond the compensation due the Daslgn Professional for the Basic, Scrvlees. The
httetwning or coneurrentnegligence oftho Qsvntr shall not limit Rte MsIgn Piofeasional's obligations under this Subsection 3.4,18.
,
ARTICLE4 OVMR18 RESPONSIBILITIES
4.1 Tire Gorier shall consult with the Design Professional regarding requirements for the Project, facluding (1) the OiNves objectives, (2) schedule and design
conslra[nis and cdleda, ImIuding space requirements and relationships, flom''bility, oxpcndabTq, special equipmeat, systems and site requirements, as more speef-
ficallydescribed !a Subsection 2.2.1.
42 The Owner shall establish and update an overall budget for the Project; including the Construction Cost, the Q+snefs other costs and reasonable contingencles
s
related to all ofthese costs.
43 If requested by the l)esfgaProfessiooal, foe Owner shall furnish evidence that fowcial arrangements have been made to fulfill theOnnees obligations wrier this _
Agreement
Page 4 of 8
)i;l IsMIank FormAGENERAL CONDITIONS -ARCRUECT-ENGMEER Revised 052209.doo Revised 5-30.02
i
4,4 The Owner shalldosignate a representative authorized to scion the t wines bchalfvdth respect to the project The O+tiner or such atahortzcd representative shall
render deeisios in a timely manner pertaining to documents submitted by the Design professional in order to avoid unmasonable delay in the orderly and sequential
progress oftho Design Proressfonars services,
4.5 %Woroapplicable,theWriorshallfurnish surveysdesoribingphysical charzeterisdcs,legal limitations andutilitylocations forthesite ofthePtoJeol,anda% lien
legal description of the sits, no surveys and legal information rball include, as applicable, grades and lines ofstreels, alleys, pavements and adjoftdng property and
structures; adjacent drainage, rights-of-way, restrictions, casements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations,
dimensions and necessary data lxrtaining to existing buildings, other Improvements and trees; and Int'ormatiot concerning available utility services and tines, both
publiaendprivatgahoveandbelow grade, includhrginverts Anddeptfts. All theinformation onthesurvey shall bereferenced toaproject benchmaik
9,6 Where applireble,theOwner shall Rurtishthoservices afgeotechntcalengineersitliensuch services arorequested bytheDrsignProfessional. Suchservlcesmay
Include but are not limited to test borings, test pits, determinations ofsoll bearing values, percolation tests, evaluatioas of hazardous materials, ground corrosion and re-
sistivity tests, including necessary operations for anticipating sub-soil conditions, with reports and appropriate professional recommendations.
i
4,6,1 the Owner s}ia11 furnish the services of other wnsultants-Aen such services are reasonably required by the scope of theProject and are requestedby the Design i
Professional and are not retained by the Design Professional aspart ofltsBasio Services or Additional Services.
4,7 When not a pad of lbe Additional Services, rho Owner shall famish structural, mechanical, a iemfeal, air and water polhtlionlcsts, tests ofhaurdous materials,
and other laboratory and environmealal tests, Inspections and reports iiquind by law or the ContraotDomments, II
4,8 The Owner shall furnish ali legal amounting and Insurance counseling eervices as may be necessary at any time for the Project, including auditing scrvlces the
Owner may require to verity the Contractor's Applications for Payment or to estertainhove or for what purposes the Contractor has used the money paid by or on i
behalfofthe Owner.
i
4.9' The services, Wormatfon, P ofessfonal shall be enf led to rely upon the coctuacy and co npleteeuess thereof intho absence ofany nogiigen shall ce on d furnished part of the
Design Prol'aai onnal, and time Design
4,10 ThaOwnershall give prompt urltlerrnotice totheDesign Professional IfdieOwnerbecomes omwoofanyfaultordet'ectintheFMJectornonconformiummith i
the Contract Documents. 1
I
4.11 Design Profzsslorld shall propose language for certificates or certifications to be requested of tha Design Professional or Design PrAssiona's consultants and {
j
I I
shall submit such to the Owner for review and approval at least fourteen (14)days prior toexecution. 7heOwner agrees nottorequest cedliicationsthat would require
1mowledgeorservices beyond thescopeoftheAgieement.
i ~
ARTICT,F, 5 CONSTRUCTION COST
5.1 CONSTRUCTION COST DRFINED
5.1,1 TheCostrucdonCost shall bethototal cost orostimatedcost totheOmmorofallelements ofthet'rojeotdesigned orspecf$cdbytheDesignProfessional.
5,1,2 The Construction Costshallinclude thecost atcurrent market rates oflabor andmaterials frrrnished by the f'nerandequipment designed, specified, selected or
t .
g ineties shall be inetpded folrmuket conditions at the dire ofb bidding and for changes In the vorkdofi gcombuction edditlon, aroasonable al[owanca for eon-
53,3 Construction Cost does not include the compensation of the Design Professional and Design Professional's consultants, the costs of the land, rights-of may, i
financing orothercosts %Wth rue the responsibility of the Owneresprovidedin Article 4. I
• I
5.2 RMFONSIB)lTrYFORCONMUCTION COST
5,2,1 Evaluations of the Owhoes Project budget, preliminary estimates of Construction Cost and detailed estimates of Construction Cost prepared by tho Design
Professional represent the Kw3gnProfessfonal's best judgment as a design professional familiar with the construction industry, R Is recognized, henvever, i}nat neitirer
the ]Design Ptofesslonal nor the owner has control over the cost or labor, materials or equipment, over the Contmetot's methods of determining bid prices, or over
competitive bidding or market conditions. Accordingly, thep02p T'rofesslonal cannot and does not warrant or represent that bids or cost proposals will not vary
from the Owatees Project budget or from any estimate of Cons ruction Cost or evaluation prepared or agreed to by the Design Profasslorral.
i
5.72 No fixedlimltofConstruction Cost shallbeestablished nslacorrditionoftheAgreemer•.bytheltunisblng,proposal orestablishriuatofaProjeatbudget, unless
such fixed limit has been agreed upon inwritingand signed by thoparties thereto, If such a fixed limit has been established, the Design Professional small be permhted
to include contingencies for design, bidding and price escalation, to detemine what materials, equipment component systems end types of construction are to be
included in the Contact Documents, to makereasonable, adjustments in the scope of the Projectand to Include in the Contact Documents alternate bids to adjust the
Conshuetion Cost to the fixed limit Fixed limits, ifany, shall be increased in the amount of an increase India Contract Sum occurring after execution of the Contract l
for Construction.
5.13 If the Procurement Phase has cwt commenecd within 90 days after the Design Professional submlls the Corsstmetion Documents to the Owner, any Project
t
budget or fixed limit orConstuctfon Cost shall be adjusted to r ffect changes In the general level of prices in the constumflon industry between the data of subrulssiort
of the Construetimu Documents to the Owner and the data on whichproposals are sought
ARTICLY,6 OWNER. WANDUSEOF DOCUMENT'S
6,1 The Drawings, Specifications and other documents prepared by the Design Professional for this Project rare instruments of the Design Professional's service and 51811
become the property of the Owner upon termination or completion of the Agreement. The Design Professional Is entitled to retain copies of ell such documents. Such
documents are Intended only be applicable to [his Project, and Owners use of such documents in other projects shall be at Ownees solo risk and exptose- In the event the
Ovmcr uses any ofthe Information or materials developed pursuant to tho Agreement in another project or for other purposes than are specified in the Agreement, the Design
Professional is released itomanyandall liabilitytelaOigtothetruseinthatprojeci
Page, 5 of 8
H.'Wise1Dlank FonusWENTRAL CONDITIONS-ARMTECT.YHO VEER Revised 052209.doo Revised 5.30.02
j
6,2 Submissionordistributionofdocuments tom"Iofclalregndatoryregtdrtramtsorforsimilar purposes inconnection vd0ntheProject tsnottobeconstrued aspublication
In derogation of the Design Professional's reserved rights,
ARTTCT,E7 TERIENATXON,SCISPFNSIONORABANDON1111NT
7.1 The DesigiProfessional may temninatethe Agreementupon not less than thirty Jays u'ritteanotice should the Owner Ail substantially to perfomtin aeeordancowith the
terms of the Agreement through no fault of the Design Professional. Owner may terminate the Agreement or any phase thereofvvith or without cause upon thirty (30) days
prior written notice to the Design Professional. All urork and labor being performed corder the Agreement shall cease Immediately upon Design Professional's receipt of such
notice, Wore. the end of the drbiy (30) day period, Design Professional shall Invoice the Owner for all cork it satisfactorily performed prior to the reselpt of such notice No'
amount shall be due for lost or anticipated profits, All plans, field surveys, end other data related to the Project shalt became property of the Owner upon tcminafion of the
i
Agreement end shall. be promptly delivered to theOvmerinareasonably organizedform. Should Owner subsequently contrachvidtanewDusignYrof4mlonalforcontinuation
ofservices on theftJect, Design Professional "cooperate to providing informadom
7.2 Xf the Projool is suspended by the Ovmer for more than 30 consecudvo days, the Design Professional shall be compensated for services satisfactorily performed prior to
noticeofsuchfuspension. When the Project is resumed, the Design Wofessioaai'sc6mpwsaffonshall be equitably adjustedto provide for expenses irmuiredin the Interruption
i
and resumption of the services.
73 The Agreement may be terminated by the Owner upon not less then seven days vv7itlen notice to the Design Professional in the everil that tho Projevi is permanently
j
abandoned If theProJMisabandoned bytheOvmer for more than 90 ocriseculive days, thoDesignProfeWonal or the Owner may terminate the Agreement by giving uThten
notice. i
•14 Failure oflheOwner tanurkopayments totheDesign Professional forunrkm0siaclorilycomplelelinaccordance withtheAgreementshallbeconsidered substAntialnon-
performance and cause for termination, i
' t
7.5 if the Owner tails 10 make payment to Design Professional within thirty (30) days of tecelpt of a statement for services property and satisfactorily performed, thoDesign
t
l
Professlonal may, upon seven days usittennoticeto the Ownet, suVend performancoofservicesunder the Agreement.
7.6 In the ovent oftermina6a not lira fault of the Design Professional, the Design Professional shall becompensated for services properly and satisfactorily performed prior to
temtinaliom
ARTICU S PrtiYlliGNTS x01TDtDESTGNPItOFLrSSTONAT.
8.1 I)MECTPERSOIfi\IEYI)MENSE
811 Direct Personnel Expense is defined as the direct salaries of Via Design Professionals personnel engaged on the Project and the portion of the cost of their
mandatory and customary contributions and benclits related thereto, such as employmtnt laxes and other statutory employee bmefrts, insurance, sick leave, holidays,
'mcalions,peusionsandshnitarcontnbutionsand benctlls.
$.2 I?.ET111BURSAM1919XPEA'SES
8.2.1 Reimbursable Expenses are in addition to compensation for $asio and Addittonal Services and Include expenses incurred by tho Design Professional and i
Design Professional's employees and consullants In clue Interest of the Project, as identified in the folloNring Clauses, s!
8.2.1.1 Expense oftransponaflon In connection with the Project; expenses in connection with authorized out-of-tome travel; long-distance communications;
and fees paid for securingapproval o£authorides having jurisdiction over tho Project.
81212 Expenses of reproductions (except the repfoduttion of tlta sets of documents referenced in Subsection 2.6.19), postage' and handling of Drawings,
Specifications and other documents.
8.2.13 If mtthorked in advance by the Owner, expense ofovertime workrequiring higher then regular mess
8.2.1.4 bkpcnsocfrendedngs,modelsandmock-upsrequesledbylha0wnea
8.215 Expensaofcomputer-aideddesign anddraftingequipment Unts%0enusedInconnection vviththoProject
j
8.2.14 Other expenses that are approved In advance fnl5tifingby the Omuer.
8.3 PA YIfENTS ON A.CCOU X 01! BASIC SERVICES
8.3.1 Payments for Basic Services shall be made tnonthty and, where applicable, shill be in proportion to services performed within each phase of service, on the i
basis set forth In Secdon2 of the Agreementand theschedule ofvvnrk
8,31 If and to theextcntthat thetfineInitially established IntheAgracaenntIsmoeededorextended through nofrsultoftheDasignRofessional,compeosationforarsy
services rendered during the additionalpertod of limo strap be computed in the manner set forth In Section2 of tho Agreement {
8,33 Whcn compensation is based on a pereentage of Construction Cost and try poutloas of the Project are deleted or otherwise not constricted, eomperuationtbr
those portions of the Project shall bo payable to the extent services me performed on those portions, In aowrdance with the schedule set forth in Section 2 of the t
Agreementbased on (1) the lo%wst 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 fbr such portions of the Project.
8.4 PA NTS Oil ACCOUi~T OV AD)IMONAL SERWCES
Page 6 of li
II UsMiank TrormslRNEERAI, CONDITIONS-ARCHITECT 13NOKEER Revised 052209.doo Revised 5.30-02
I
8AA Payments on account of the Design Professional's Additional Services and for Rebnburmble Expenses shall be made monthly within 30 days after the
presentation to the Owner oftheDesignProftslonal'sstatement ofservisesrenderedorexpenseslncurred.
I
8.5 PAYh1EKr8 Wrff=LD No deductions shall be mzde from the Design Professional's compensation on eccountof penalty, liquidated dannages or other sums V*hetd
from payments to contractors, or on account of the cost ofchanges in the tsvrkothertlran those t'or which the Design Professional is tesponsible.
• ; I
ARTICLE 9 INDEMI MY
F
9.1 The Design Professional shall indemnify and save and hold harmless the Owner and its officers, agents, and employees from and against any and all liability,
claims, demands, damages, losses, and expanses, including, but not limited to Court costs and reasonable attorney P s incurred by the Owner, and including, without
limitation, damagesfar bodily and personal Itli . death and property damage, resulting from the negligent acts or omissions of the Design Professional or its officers,
shareholders, agents, or employees inthe pertomtanea of the Afyeement,
I
9,2 Nothing herein shall be construed to create a liability to any person %Niio is not a party to the Agreement, and nothing herein shall waive a,tyof the parties' defenses,
I
both at law or equity, to any claim, cause of action, or litigation filed by anyono not it" to the Agreement, Including the defense of govemmental immunity, which
defenses are hereby expressly reserved.
i
ARTICLE 10INSURAIICE During the performance of the Services under the Agreement, Design Professional shall malntahh the following insurance with an
insurance company licensed or authorized to do business in the State of Texas by the Stele Insurance Commission or pry successor agency thathas n rating with Best
Rate Carriers ofat least an A- or above;
• I
10.1 Comprehensive General Liability Insurance with bodily Injury limits ofnot less thanS 1,000,000 for each ocourrwce and not less than $2,000,000 In the aggregate, !
and with property damage limits of not less than $100,000 for eaoh occurrence and not less than 52 %WO in the aggregate, I
t i
10,2 Automobile Liability Insurance vAth bodily injury limits of not less than $300,000 for each person and not loss than $500,000 for each accident, and with property i
I
damage limits of not less thm $100,000 for each accident !
10.3 Workers Compensation insurance fit accordance with statutory requiremenis, and Employers' Liability insurance with limits of not less Mark $100,000 for each j i
accident including occupational diseaso.
10.4 Professional Liability Insurance with limits ofnat less than 51,000,000 annual aggregate,
10.5 The Design Professional shall furnish insurance cettlficates or insurance policies to the Omer evidencing insurance in compl lance with thisluttale 10 at the time
of tha execution of the Agreement The Genital Liability and Automobile Liability insurance policies shall name the Owneras an additional Insured, the, Workers'
Compensation pottq shall contain a %salvet of subrogation in favor oftho Owner, and each policy shall contain aprovision that such insuraneo shall not be canceled or
modified without thirty (30) days' prior vvdftcrn notice to Ovencr and Design Professional, rn such event, the Dolan Profesaional shall, ptior to the effective data of the
;
change or cancellation, furnish owner with substitute certificates of htsarance meeting the tequlrcments of this Articl o 10.
I
AldICLE11 bMCELANEOUSPROVISIONS
11.1 The Agrecotent shall be govemed by the laws of the State of Texas, Venue of any suit or cause of ecton under the Agreement shall He exclusively in Denton County,
Texas,
112 The Owner mid Design Professional, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement "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 the Agreement %vithout tho imitlen consent of the Owner, t
113 The term Agreement as used herein includes the executed Agreement the Proposal, these General Conditions and other attachments referenced in Section 3 of tho
Agreement which together represent the entire and Integrated agreement bfteen the Neer and Design Professional and supersedes all prior negotiations, represcatatlons or {
agreements, either written or oral, The Agrcamont may be amended only by written Instrument signed by both Ostiner and Design Professional. When Interpreting the
Agreement the executed Agreement, Proposal, these General Conditions and the other attachments referenced in Section 3 of the Agreement shall to the extent that is
reasonably possibto bo read so os to harmonize ihe,provisionx However, should the provisions oftheso documents be in conflict so that they can notbe reasonably harmonized,
such documents shall be given priority in the fallowing order.
1. Thu executed Agreement
2. AttachmantsroferanccdIn S"60111IoftheAgreement other than thoProposal
3. 'MuoGenital Previsions
4. The Proposal r
114 Nothbhg contained in the Agreement shall create a contractual relationship with or it causo of action In favor of a third party ;against either the O%mrer or Design
Professional,
11.5 Upon receipt ofpdorwrittea approval ofOwner, theDeslgn Pro£esstottatsball have the tight to include representations of the design oftho Projectr Including photographs
of the exterior and Interior, among the Design Professional's promotional and professional materials, The Design PioWsional's materials shall not include the O+tncds
confidential or propdcbr Information if the (uunerhas previously advised theDesign Professional In tvriwrg of the specliio Information considered by the Ovmer to be confi-
dentialorptoptietary. The Owner shall provide professiionatcredit fortheDesign Professionafontheconsituetionsign andinkpromotional materials fortheProject.
11,6 Approval by tho Owner shall not constitute, nor bo deemed a release of the responsibility and liability ofthe Design Professional, Its employees, associates, agents,
subcontractors, and subconsultants for the accuracy and competency ofthoir designs or othor.vtnrk, 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.
Page 7 of 8
ll,WIs;M)ank PonltSl 3WERAL CONDMONS-ARCHRECT-WOINEER Revised 052209A Revised 5.30.02
I
• 1
11,7 All notices, communications, and reports required or permitted tuuier the Agreement shall be petsonallydelivered or mailed to the respect[ve parties by depositing I
same in the United States mail to the address shown below signature block on the Agreement, certified mail, retum'receipt requested, unless othenvisa specified herain.
All notices shall be deemed effective upon receipt by the party to whom suchnotica is given, or within three (3) days after mailing,
11,8 If any provision of the Agreement is found or deemed bya court of competeatf udsdiction to be invalid or unenforceable, It shalt be considered severable from the
remainder of the Agreement and shalt not Cause the remainder to be invalid or unenforoeabla, hi such event, tho 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 Destgn Professional shall comply with all federal, slate, and local lam, rules, regulations, and ordinances applicable to the worlc covered hereunder as they
may now read or hereinafter be amended during the tems of flits Agreement.
11.10 fin peribrming the Services required hereunder, the Design Professional shalt not discriminate against any person on-the basis of race, color, religion, sex;
national origin or ancestry, age, or physical handicap,
11.11 The captions of the Agreement are for informational purposes only, and shall not in any key affect the substantive terms orconditions of the Agreement.
i
it
i 1
j
j
- i
• I
• i
• i
I
I
• I i
i
Page 8 of il
H:1MIsd%laWkFormskrjM18R.,L CONDITIONS•ARCIMCT I NGU MRevised 052209,doe Revised S•30.02
I
i
i
Graham Associates, Inc.
CONSULTING ENGINEERS & PLANNERS
Exhibit 2
The Design Professional's Proposal
January 15, 2013
Mr. Frank Payne, P.E.
City Engineer
City of Denton
901-A Texas Street
Denton, Texas 76209
RE: Proposal for Professional Services - Engineering Design and Surveying on Sherman,
Holiday Park, Longfellow Wastewater CIP
Dear Mr. Payne:
Graham Associates is pleased to present this proposal to provide professional services for the
survey and design. Our staff proposed for the project are shown in the attached organizational
chart (Attachment C), The sununary of fees is shown in Attachment A, which includes botlr
basic and additional services. The estimate of construction costs for Vintage Blvd, is shown in
Attachment D. The proposed scope of services and deliverables are shown in Attachment E.
Proposed schedules are shown attached as Exhibit 3. The schedule of rates is attached as Exhibit
4.
Graham Associates shall comply with the City of Denton's "General Conditions to Agreement
for Architectural or Engineering Services". Our firm shall also meet or exceed the insurance
requirements of Denton including a $3 mullion professional liability insurance policy.
Payment for Basic Services listed in Exhibit 3 shall be made monthly based on proportion of
services performed within each phase of work. Payment for Additional Services and
reimbursable expenses listed in Attachment A shall be made monthly based on statement of
services rendered or expenses incurred.
Please contact me if you need further information.
RespectfiTlly Submitted,
rn M. Wagnorr, P.E.
CEO
Graham Associates, Inc, TBPE Firm #F-1191
Summil Office Park Cenferpolnl Three Chase Bank
1300 Summit Ave., Suite 419 600 Slx Flags Drive, Suite 500 3200 Broadway Blvd. Suite 268
Fl. Worlh, Texas 76102-4418 Arlington, Texas 76011-6356 Garland, Texas 75043-1571
(817) 332-5756 (817) 649-1914 • Melro (817) 6408535 (972) 840-6671
Fax (817) 336-6909 FAX (817) 633-5240 FAX (972)-840-6671
00 00 0 0o 00 0 0 0
00 °o
O O Q O 0 0 N N CD CO
N N M a N (OM N 000 (D
7 i._. M Q (V N (D In a
61.1 cq It to
N
2
:3 Lf) N O 0 0 0 0 0 0 0
U)
U) M
CL
z
0
0 0 0 0 0 0 0 0 0
m ~
N
Z
~ O
(n N_ O 0 C. 0 0 0 0 0
(6 ~
Q. ~
M
U
3 U c00 O N n ao M CO N O
H ~
N
cn
Z C (~J r O mo O M N O
co U ~
a LU N M
O r C =
L p
W O
a d N J p> L6 0 O a) Z T~ O O O N N N O
FT
V f/1 7 U Y
mf°a
Q = a)
co rn
Q W M O a0 N N N O~
d p (,s
U( = m
N ~
~ c
C rn O
W o o 0 0 0 0 0 0 0
L ~
N
VJ ~
C
W N O N co 0 It N O
M CO
O ~
C
(D
U)
l6
Q O
U) O 0 0 0 0 0 C. 0
C EA
IL
I
N
N
N
L
N
Y C N y O
10
CL N° o a D
M~ U) Z U a a
.LD o C C
- o m
N C O O 0 ° A 2 V
U) m U U C9 w a Co
a
I- (A W 101 1
~I
ATTACHMENT B
Estimated Sheet Totals
Cover Sheet 1
Control Sheets 14
General Notes 1
Erosion Control Sheets 14
Plan and Profile 27
Standard Details s
Total Number of sheets 63
. II
i
I
I
U c
N A =
~ M.
.v O W'
W N
•E
ca
0)
O G
~v3/ Va ,
R5 P~/
FN I -
i. O .
O
Q
~F+
3
a ~
r
10
CL
IMMMM
I
L
co
`/ice
m
c
I
I
ATTACHMENT D
Denton Wastewater CIP Project
OPINION OF PROBABLE COST
CITY OF DENTON
Shermon Drive CIP
ITEM DESCRIPTION QUANTITY UNIT UNIT PRICE ITEM COST
1 Mobilization 1 LS $ 100,000.00 $ 100,000.00
2 SWPPP 1 LS $ 25,000.00 $ 25,000.00
3 Std. 4' Dia. Manhole 41 EA. $ 2,400.00 $ 98,400.00
4 8" SDR-35 PVC Sanitary Sewer Pie 8,450 LF $ 40.00 $ 338,000.00
5 8" Sanitary Sewer by Pipebursting 4,700 L.F. $ 85.00 $ 399,500.00
6 Connect to Exist. Manhole 9 EA. $ 1,200.00 $ 10,800.00
7_ Remove Exist. Manhole 29 EA. $ 1,000.00 $ 29,000.00
8.: Remove Exist. San. Sewer 8,450 LF $ 6.00 $ 50,700.00
Subtotal $ 1,051,400.00
Total San. Sewer Improvements: $ 1,051,400.00
It is assumed that City crews will provide pavement repairs and contingencies have removed to not inflate prices
Since Graham Associates, Inc. has no control over costs of labor, materials or equipment, or over contractor's methods of
determining prices, or over competitive bidding or market conditions, this opinion of probable cost is made on the basis of our
professional experience and represents our best judgment as a firm familiar with the construction industry. We cannot guarantee that
proposals, bids or the project costs will not vary from the opinion of probable cost prepared by Graham Associates, Inc.
SS A'T E ak%%,t
00.
l
II
i
ATTACHMENT E
SCOPE OF SERVICES, DELIVERABLES AND RESPONSIBILITIES OF OWNER
SHERMAN DRIVE, HOLIDAY PARK AND LONGFELLOW WASTEWATER Clip
FOR THE CITY OF DENTON
GENERAL: The City of Denton Sherman Drive, Holiday Park and Longfellow Wastewater CIP (the
Project) will include preparation of construction plans and bid documents, opinions of probable
construction costs, identification of right-of-way requirements, and franchise utility relocation
coordination.
ARTICLE I
BASIC SERVICES: GAI shall render the following professional services in connection with
the development of the Project:
A. Conceptual Design
i
1. Attend a kick-off meeting with the Owner to discuss the various aspects of the
project including planning and design criteria, work program and schedule,
procedures of communication, and assignments of personnel.
2. Obtain from the Owner, franchise utility providers, all available record drawings,
planning reports, traffic counts, zoning ordinances, and other data that may be
pertinent in considering the development of the preliminary alignments and the
final design of the proposed improvements.
3. Determine from a field reconnaissance of the project area the general layout of the
land for the improvements including location of existing above ground utilities
and drainage structures.
4. Develop a schematic layout. Submit four (4) copies of the schematic layout to the
Owner for review.
5. Attend meeting with Owner to discuss potential utility conflicts and the proposed
relocation plan. GAI will meet with the Owner's Project Manager and
Engineering staff first and utility staff later if necessary.
6. Attend a meeting with the Owner to discuss the alignment alternatives and
recommendations.
7. Upon Owner approval of alignment and the schematic design GAI will develop a
30% construction plan set with plan/profile sheets, and right-of-way sheets
B. Preliminary Design (60%) - Upon review of the 30% plans by the Owner, GAI will
prepare preliminary construction plans as follows:
1. Prepare preliminary plan and profile sheets showing curb lines, driveways, and
other pertinent topography.
1
2. Initiate coordination of utility relocations with utility owners, and prepare
preliminary design of relocations of affected sewer lines. GAI shall provide the
design for the relocation of wastewater utilities.
3. Prepare plan/profile and construction details for sanitary sewer.
4. Prepare Construction Phasing Plan.
5. Prepare a preliminary estimate of probable construction cost and submit with four
(4) sets of plans for review.
6. Meet with the Owner to discuss the preliminary design. GAI assumes that we
will meet with the Owner three (3) times during the preliminary design phase.
7. Submit preliminary plans to utility companies for review and comment. Attend a
preliminary coordination meeting with the franchise utility companies.
C. Final Design - Following Owner approval of preliminary plans, GAI shall prepare final
plans with the following additional tasks:
1. Prepare final construction drawings for sanitary sewer
2. Preparation of plans, specifications, and estimates.
a) Final Design Submittal
(i) Provide final plan and profiles to reflect 90% design.
(ii) Update the following sheets as necessary for 90%
submittal:
(1) Detail Sheets (special and standard details)
(2) Notes
(3) Final layouts
(4) Quantities for bid proposal
3. Prepare final technical specifications and bid documents for the project, including
bid proposal forms (project quantities) of the improvements to be constructed.
This Scope of Services assumes that the project will be prepared using standard
bid documents provided by GAI.
4. Provide quality control by independent review of plans and specifications by
Senior Engineer, not on the design team.
5. Prepare a final opinion of probable construction cost based on recent project unit
bid prices.
6. Furnish four (4) sets of drawings for review by the Owner at the 60% and 90%
design stages, and meet with the Owner to review and discuss the plans. The
review meetings will be conducted to address review comments and to take action
2
on items to produce the final construction documents. GAI assumes that we will
meet with the Owner three (3) times during each part of the final design phase
(60% and 90%).
ARTICLE II
ADDITIONAL SERVICES (DESIGN PHASE):
A. Design Surveying
1. Establish horizontal and vertical control for the project from existing TxDOT
control monuments. Establish adequate control points and benchmarks for
construction of the project. Cross-tie all survey control to City of Denton
benchmarks.
2. Provide a topographic survey of the project. The topographic survey shall extend
the entire length of sanitary sewer alignment. The survey corridor shall be the full
width of the right of way. The survey shall consist of roadway cross sections
taken at 50' intervals, locating all existing features such as water valves
(including top of nut elevation), curb & gutter, asphalt, driveways, culverts,
headwalls, mailboxes, sanitary and storm sewer manholes (including invert
elevations with flowlines, sizes and material types), trees with 6" or greater
diameter at 4' height, tops and toes of slopes, visible utilities, utilities marked by
others, power poles, telephone risers, and all other visible features.
ARTICLE III
EXTRA SERVICES: Extra Services to be performed by GAI, if specifically authorized in
writing by Owner, which are not included in the above-described Basic and Additional Services,
are described as follows:
~I
A. Phase II Environmental Site Assessment services in accordance with ASTM standards to
identify and investigate the nature and extent of potential environmental contamination.
B. Tree survey to comply with City of Denton tree protection ordinance.
C. Field layouts or the furnishing of construction line and grade surveys.
D. Legal services for eminent domain hearings.
E. Historical structure survey for any structure that is within the proposal right-of-way that
is 50+ years old will be considered an additional service.
F. If buried features or structures are located, it may be necessary to conduct formal
National Register of Historic Places testing to satisfy the THC. The costs of in-depth
NRHP testing or mitigation excavation will be considered an additional service.
3
G. Documenting and Recording Historic Structures.
H. GIS mapping services or assistance with these services.
1. Providing additional 3D renderings or revisions to existing 3D renderings of the project
design.
J. 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 GAI.
K. Preparing applications and supporting documents for government grants, loans, or
planning advances and providing data for detailed applications.
L. 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 unless such litigation, mediation, arbitration, dispute
review boards, or other legal and/or administrative proceedings or hearings are caused by
actions or negligence of GAI or one of its subconsultants..
M. 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) unless such litigation, mediation,
arbitration, dispute review boards, or other legal and/or administrative proceedings in the
defense or prosecution of claims disputes with contractor(s) are caused by actions or
negligence of GAI or one of its subconsultants.
N. Assisting Owner in the defense or prosecution of litigation in connection with or in
addition to those services contemplated by this AGREEMENT unless such litigation,
mediation, arbitration, dispute review boards, or other legal and/or administrative
proceedings in the defense or prosecution of claims disputes with contractor(s) are caused
by actions or negligence of GAI or one of its subconsultants. Such services, if any, shall
be furnished by GAI on a fee basis negotiated by the respective parties outside of and in
addition to this AGREEMENT.
0. Performing investigations, studies, and analysis of work proposed by construction
contractors to correct defective construction work.
P. Design, contract modifications, studies or analyses required to comply with local, State,
Federal or other regulatory agencies that become effective after the date of this
agreement.
Q. Services required to resolve bid protests or to rebid the project for any reason, unless such
rebid is directly caused by actions or negligence of the engineering professional.
R. 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.
4
S. 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.
T. Providing services after the completion of the construction phase not specifically listed in
Article I.
U. Providing basic or additional services on an accelerated time schedule. The scope of this
service includes the 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.
V. Providing services made necessary because of unforeseen, concealed, or differing site
conditions or due to the presence of hazardous substances in any form.
W. Providing services to review or evaluate construction contractor(s) claim(s), provided
said claims are supported by causes not within the control of GAI.
X. Providing value engineering studies or reviews of cost savings proposed by construction
contractors after bids have been submitted.
Y. Provide follow-up professional services during contractor's warranty period.
Z. Construction Phase Engineering and Surveying work.
AA. Preparation of any right of way drawings, exhibits, and descriptions.
ARTICLE IV
TIME OF COMPLETION: GAI is authorized to commence work on the Project upon
execution of this AGREEMENT and agrees to complete the services in accordance with the
schedule shown as Exhibit 3 of this document.
If GAI's services are delayed through no fault of GAI, GAI 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 GAI, governmental approvals, etc. If the project is placed on hold by the Owner for
more than six months, GAI reserves the right to negotiate additional compensation for additional
services related to the delay.
ARTICLE V
RESPONSIBILITIES OF OWNER: Owner shall perform the following in a timely manner so
as not to delay the services of GAI:
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 GAI's services for the Project.
5
I
B. Provide all criteria and full information 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 standards which Owner will require to be included
in the plan.
C. Assist GAI by placing at GAI'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 GAI, 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 GAI.
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 meetings.
G. Give notice to GAI whenever OWNER observes or otherwise becomes aware of any
development that affects the scope or timing of GAI's services, or any defect or
nonconformance of the work of any contractor.
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
I
I
i
6
i
s
m
a
~ o
I
I
a
0
a
d
V
`m
N
R
y
7
O ~
N 'CM
co U)
c
C u N
O
J 4f t1J
a 7 , m
a
O
=a
a
0
c
R
8 a
t
co j
I
I
N _
O
S~
~O
O ° a
- U
o E': a
E-L
a a. a ar o
Sanitary
Exhibit 4
Graham Associates, Inc.:
i
Principal $150.00
Senior Engineer $125.00
Registered Public Land Surveyor $125.00
Senior Hydrologist $125.00
Registered Engineer $100.00
Graduate Engineer $90.00
Graduate Hydrologist $95.00
Technician IV $90.00
Technician III $75.00
Technician II $60.00
Technician I $40.00
GPS Survey Crew $120.00
3 Man Survey Crew $140.00
2 Man Survey Crew $120.00
Clerical $35.00
CADD Station $25.00
~I
i