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2013-290
ORDINANCE NO, 2013-290 AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT (PSA) WITH FREESE AND NICHOLS, INC. AND THE CITY OF DENTON FOR ENGINEERING AND SUPPORT SERVICES RELATED TO THE FIVE (5) YEAR CAPITAL IMPROVEMENT PLAN FOR TRANSMISSION AND SUBSTATION PROJECTS FOR DENTON MUNICIPAL ELECTRIC; AND PROVIDING AN EFFECTIVE DATE (FILE 5372 -IN AN AMOUNT NOT -TO- EXCEED $ 12,150,000). WHEREAS, the professional services provider (the "Provider) mentioned in this ordinance is being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed professional services; and WHEREAS, the fees under the proposed contract are fair and reasonable and are consistent with and not higher than the recommended practices and fees published by the professional associations applicable to the Provider's profession and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. 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 Denton Municipal Electric, a copy of which is attached hereto and incorporated by reference herein. SECTIONm 2. The City Manager is authorized to expend funds as required by the attached contract. SECTIONm 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 5372 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. PASSED AND APPROVED this the w day of ° °µ. 2013. . ...� , ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY .� 2 6.O 537 ...��w ... �w .......m. 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 2013, by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called "Owner" and 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 I EMPLOYMENT OF ENGINEERING PROFESSIONAL The City of Denton and Denton Municipal Electric's (DME) Capital Improvement Program (the Project) will include planning, design and construction of various transmission lines and substation improvements required to upgrade the City's electrical transmission system from 69kV to 138kV. FNI shall provide a variety of services to support DME in execution of the project including program and project management assistance, permitting assistance, ROW /property acquisition services and construction phase assistance including on site representation during construction. FNI's services may also include, if requested by DME, site /civil, structural, storm water management, environmental services, GIS, or other general engineering services that may be needed from time to time to support the timely execution of the project. SECTION 2 COMPENSATION The Owner shall compensate FNI as follows: 2.1 FOR BASIC SERVICES 2.1.1 For Basic Services and related Expenses described in Article I of Attachment A, the total compensation shall be based on hourly rates plus reimbursable expenses incurred by FNI and FNI's employees in the interest of the Project as defined in the General Conditions with a maximum fee limit of Twelve Million One Hundred Fifty Thousand Dollars ($12,150,000.00). Progress payments for Basic Services shall be paid monthly on the basis of the services completed at the end of the month. Page 1 2.1.2 Compensation for Basic Services shall be based on the Schedule of Charges in Attachment CO. 2.2 FOR ADDITIONAL SERVICES 2.2.1 Additional services as described in Article II, if any, shall be approved in writing and authorized in advance by the OWNER and shall be performed and conducted for fees that are negotiated as appropriate. Progress payments for Additional Services shall be paid monthly on the basis of the services completed at the end of the month. 2.2.2 Compensation for Additional Services shall be based on the Schedule of Charges in Attachment CO. 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; Attachment "A" - SCOPE OF SERVICES AND RESPONSIBILITIES OF OWNER CAPITAL IMPROVEMENT PROGRAM (CIP) PROGRAM MANAGEMENT FOR DENTON MUNICIPAL ELECTRIC (DME) 2. Attachment "CO" COMPENSATION 2. The City of Denton General Conditions to Agreement for Architectural or Engineering Services. If a conflict should arise between Attachment "A" and the City of Denton General Conditions to Agreement for Architectural or Engineering Services, then the City of Denton General Conditions to Agreement for Architectural or Engineering Services shall prevail. Page 2 This Agreement is signed by the parties hereto effective as of the date first above written. "OWNER" THE CITY OF DENTON, TEXAS A Texas Municipal Corporation _ B Y w.. tj O lI z", C M .CAMPBELL CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY A11PR M E A, a'(:) LEGAL FORM: ANITA BURGESS, CITY ATTORNEY r BY, "FNI" FREESE AND NICHOLS, INC. A Texas Corporation ATTEST- By:o APPROVED AS TO FORM: By: �' ... .:. Page 3 ATTACHMENT A SCOPE OF SERVICES AND RESPONSIBILITIES OF OWNER CAPITAL IMPROVEMENT PROGRAM (CIP) PROGRAM MANAGEMENT FOR DENTON MUNICIPAL ELECTRIC (DME) GENERAL: The City of Denton and Denton Municipal Electric's (DME) Capital Improvement Program (the Project) will include planning, design and construction of various transmission lines and substation improvements required to upgrade the City's electrical transmission system from 69kV to 138kV. FNI shall provide a variety of services to support DME in execution of the project including program and project management assistance, permitting assistance, ROW /property acquisition services and construction phase assistance including on site representation during construction. FNI's services may also include, if requested by DME, site /civil, structural, storm water management, environmental services, GIS, or other general engineering services that may be needed from time to time to support the timely execution of the project. ARTICLE I BASIC SERVICES: FNI shall render the following professional services in connection with the development of the Project: A. Program Management Support Assist DME to develop CIP management organizational structure, including organization chart and responsibility matrix. 2. Document Existing Project Execution Processes and Develop New Processes As Needed a) Establish workflows, standards and communications protocols for the following processes: (i) General project execution plan (ii) Route development/public involvement process (iii) ROW acquisition (iv) Permitting (1) DRC (2) SUP (3) Building permits (4) Environmental permits (SWPPP) (5) ERCOT review (v) Design phase (1) Civil /site development (2) Transmission line (3) Substation design (vi) Construction phase (1) Material acquisition (2) Construction contractor selection /contract letting (3) Construction contract administration (4) Project close -out FNI Owner Exhibit A -1 IE (vii) Program Level Progress Reporting (1) Data sources (2) Reporting frequency (3) Report distribution (viii) Project Cost Accounting (1) Data sources (2) Reporting frequency (3) Report distribution 3. Program Level Planning and Reporting a) Preliminary project schedule /budget development b) Project prioritization c) Resource identification and allocation d) Cash flow analysis e) Program level progress reports 4. eBuilder Platform Development /Maintenance a) Consult with eBuilder to develop tailored solution for DME b) Configure the following eBuilder modules (i) Document module (ii) Cost module (iii) Scheduling module (iv) Planning module c) Develop workflows and smart forms for the processes listed above d) Develop custom reports and dashboards to support project and program reporting e) Provide administration services for eBuilder platform, (i) Issue /control eBuilder accounts (ii) Develop user guide and provide training for eBuilder users (iii) Serve as `on -call' technical resource for eBuilder users to address questions and problems Project Management Assistance Project management assistance will be provided for all projects comprising the CIP Program from initial project development, through public involvement, design, procurement, construction and project close -out. Project management assistance includes but is not limited to the following: Exhibit A -2 FNI Owner I . Project Controls a) Schedule Development & Maintenance b) Budget Development & Maintenance 2. Project Execution Process Tracking a) Analyze project progress against execution processes to address conflicts, bottlenecks or other issues causing miscommunication, rework, or other problems impacting schedule, quality or efficiency. b) Periodically work with project participants to review project execution processes to streamline processes and address concerns. c) Develop a change management system to roll -out process changes to project participants. 3. Day -to -Day Management of Project Team a) Coordinate daily with DME project manager to receive directions, establish priorities, discuss and resolve issues, document decisions by DME, and keep DME project managers informed of plans, activities and action items. b) Facilitate communication between project team members c) Monitor project deadlines d) Develop, maintain and follow -up on action items e) Assist with conflict and problem resolution 4. Meeting support a) Conduct recurring project team meetings b) Conduct recurring management meetings c) Conduct periodic /special meetings as needed d) Prepare agenda /minutes for all meetings e) Facilitate Team Meetings fl Development of action items 5. Project status tracking and reporting a) Compile data from various sources b) Prepare and analyze progress reports c) Forecast completion dates and develop recovery plans 6. Support Public Involvement Process a) Assist DME with prioritization of projects and study areas for Public Involvement Process FNI Owner Exhibit A -3 C b) Assist DME with development of overall schedule for Public Involvement Process c) Manage sub - consultants work in development of meeting materials d) Coordinate /support DME Community Relations to notify impacted landowners and other stakeholders e) Assist with public meeting logistics f) Attend public meetings, capture feedback and coordinate required follow -up 7. Material Forecasting and Tracking a) Utilize eBuilder and scheduling tools to forecast material need -by dates to establish milestones for material orders. b) Utilize eBuilder to track status of material orders. 8. Resource Needs Forecasting and Schedule Impact Analysis a) Utilize eBuilder and scheduling tools to forecast resource needs for project execution (i.e. ROW, permitting, legal, Public Involvement, engineering) to identify peaks, and analyze schedule impacts due to resource limitations. Permitting Assistance 1. Overall Program Presentation to DRC Staff a) Assist DME with and conduct an overall program presentation to the DRC staff, to communicate program goals and schedules, to identify key recurring and special issues, to discuss general timing of submittal loading on departments, and to discuss and receive feedback that results in increased efficiencies of the processes. b) Perform notification of desired attendees c) Meet with DME's consultants to discuss needed exhibits d) Assist DME staff with reserving room for the presentation e) Attend meeting and facilitate presentation and discussion f) Collect feedback, and document and monitor action items g) Conduct additional correspondence with DRC staff where additional clarification is needed 2. DRC Pre - application (each project) a) Meet with DME staff and civil engineering consultant to review applicable Development Code b) Develop detailed list of questions, including anticipated variance requests; send to DRC staff c) Attend pre- application meeting d) Develop, document and monitor action items from pre - application FNI Owner Exhibit A -4 IC e) Attend additional meetings with DRC staff where clarification needed 3. Assist with Project Submittals to DRC (site plans, preliminary plats, final plats, construction plans, SUP's, CLOMR's, LOMR's, Zoning Board of Adjustments, etc.) a) Meet with DME staff and consultants to develop a comprehensive listing of required submittals b) Monitor statuses of submittals with respect to program schedule c) Provide preliminary review of submittal with respect to Denton Development Code (DDC), and provide feedback to submitting consultant d) Attend pre -DRC (if allowed) and formal DRC meetings to discuss DRC comments e) Document and monitor action items from these meetings f) Set up and attend separate meetings with individual DRC staff members as needed for clarifications /discussions 4. Monitor and report on status of submittal approvals at P &Z and City Council, including any follow -up action items 5. Assist in a similar manner with Project Submittals to County, where applicable 6. Assist with Construction Permitting a) Manage and monitor the pre- construction permitting activities for: (i) Development Contract (ii) Environmental /cultural permits (if required) (iii) SWPPP (iv) Building Permit (v) ESA Clearance /Permitting (vi) Grading (and other land disturbing) Permit (vii) Tree Permit (viii) Performance and Payment Bonds (ix) Other Agency Permitting (County, TxDot, franchise utilities, TMPA, Oncor, etc.) (x) Pre - construction conference General Engineering and Environmental Services It is anticipated that services described in this section will be provided by others, but can be provided by FNI if requested by DME. 1. Prepare site grading, drainage and paving plans.. Exhibit A -5 FNI Owner 2. Prepare foundation structural designs for equipment and transmission structures. 3. Prepare storm water pollution prevention plans. 4. Provide GIS mapping services. 5. Prepare 3D renderings of the project design. 6. Perform Phase I or Phase II environmental site assessments, NEPA documentation, USACE 404 and 208/408 permits, threatened and endangered species, THC compliance. 7. Such other engineering or environmental services as requested by DME to support execution of the project. E. Construction Phase Assistance (Resident Representation) 1. The Scope of Services for Full Time Resident Representation services includes (1) one full time inspector (based on 40 hours per week) for construction duration up to 36 months. 2. FNI will have a Resident Project Representative on the Site. The duties, responsibilities and the limitations of authority of the Resident Project Representative, and designated assistants, are as follows: a) Resident Project Representative is FNI's agent at the site, will act as directed by and under the supervision of FNI, and will confer with FNI regarding Resident Project Representative's actions. Resident Project Representative's dealings in matters pertaining to the on -site Work shall in general be with FNI and contractor, keeping Owner advised as necessary. Resident Project Representative's dealings with subcontractors shall only be through or with full knowledge and approval of contractor. Resident Project Representative shall generally communicate with Owner with the knowledge of and under the direction of FNI. 3. Duties and Responsibilities of Resident Project Representative: a) Schedules: Review the progress schedule, schedule of shop drawing submittals and schedules of values prepared by contractor and consult with FNI concerning acceptability. b) Conferences and Meetings: Attend meetings with contractor, such as preconstruction conferences, progress meetings, job conferences and other project - related meetings, and prepare and circulate copies of minutes thereof. c) Liaison: (i) Serve as FNI's liaison with contractor, working principally through contractor's superintendent and assist in understanding the intent of Contract Documents; and assist FNI in serving as Owner's liaison with FNI Owner Exhibit A -6 contractor when contractor's operations affect Owner's on -site operations. (ii) Assist in obtaining from Owner additional details or information, when required for proper execution of the Work. d) Shop Drawings and Samples: (i) Receive samples which are furnished at the site by contractor, and notify FNI of availability of samples for examination. (ii) Advise FNI and contractor of the commencement of any Work requiring a shop drawing or sample if the submittal has not been approved by FNI. e) Review of Work, Rejection of Defective Work, Inspections and Tests: (i) Conduct on -site observations of the Work in progress to determine if the Work is in general proceeding in accordance with the Contract Documents. (ii) Report to FNI whenever Resident Project Representative believes that any Work will not produce a completed Project that conforms generally to the Contract Documents or will prejudice the integrity of the design concept of the completed Project as a functioning whole as indicated in the Contract Documents, or has been damaged, or does not meet the requirements of any inspection, test or approval required to be made; and advise FNI of Work the Resident Project Representative believes should be corrected or rejected or should be uncovered for observation, or requires special testing, inspection or approval. (iii) Accompany visiting inspectors representing public or other agencies having jurisdiction over the Project, record the results of these inspections and report to FNI. fl Interpretation of Contract Documents: Report to FNI when clarifications and interpretations of the Contract Documents are needed and transmit to contractor clarifications and interpretations as issued by FNI. g) Request for Revisions: Consider and evaluate contractor's suggestions for revisions to Drawings or Specifications and report with Resident Project Representative's recommendations to FNI. Transmit to contractor in writing decisions as issued by FNI. h) Records: (i) Maintain at the job site files (electronic or hard copy) for correspondence, reports of job conferences, Shop Drawings and Samples, reproductions of original Contract Documents, including all Work Change Directives, Addenda, Change Orders, Field Orders, Written Amendments, additional Drawings issued subsequent to the execution of the Contract, FNI's clarifications and interpretations of the Contract Documents, progress reports, submittals and correspondence received from and delivered to contractor and other Project related documents. i) Reports; FNI Owner Exhibit A -7 (i) Furnish to FNI periodic reports as required of progress of the work and of contractor's compliance with the progress schedule and schedule of Shop Drawings and Sample submittals. (ii) Consult with FNI in advance of scheduled major tests, inspections or start of important phases of the Work. (iii) Draft proposed Written Amendments, Change Orders and Work Change Directives, obtaining backup material from contractor and recommend to FNI Written Amendments, Change Orders, Work Change Directives, and Field Orders. (iv) Report immediately to FNI and Owner the occurrence of any accident. j) Payment Requests: Review Applications for Payment with contractor for compliance with the established procedure for their submission and forward with recommendations to Owner, noting particularly the relationship of the payment requested to the schedule of values, Work completed and materials and equipment at the Site but not incorporated in the Work. k) Certificates, Maintenance and Operation Manuals: During the course of the Work, verify that certificates, maintenance and operation manuals and other data required to be assembled and furnished by contractor are applicable to the items actually installed and in accordance with the Contract Documents, and have this material delivered to FNI for review and forwarding to Owner prior to final payment for the Work. 1) Completion: (i) Before FNI issues a Certificate of Substantial Completion, submit to contractor a list of observed items requiring completion or correction. (ii) Observe whether contractor has performed inspections required by laws or regulations, ordinances, codes or order applicable to the Work, including but not limited to those to be performed by public agencies having jurisdiction over the Work. (iii) Conduct a final inspection in the company of FNI, Owner and contractor and prepare a final list of items to be completed or corrected. (iv) Observe whether all items on final list have been completed or corrected and make recommendations to FNI concerning acceptance. 4. Limitations of Authority of Resident Project Representative: a) Shall not authorize any deviation from the Contract Documents or substitution of materials or equipment (including "or- equal" items), unless authorized by FNI. b) Shall not exceed limitations of FNI's authority as set forth in Agreement or the Contract Documents. c) Shall not undertake any of the responsibilities of contractor, subcontractor, suppliers, or contractor's superintendent. Owner Exhibit A -8 d) Shall not advise on, issue directions relative to or assume control over any aspect of the means, methods, techniques, sequences or procedures of construction unless such advice or directions are specifically required by the Contract Documents. e) Shall not advise on, issue directions regarding or assume control over safety precautions and programs in connection with the Work or any activities or operations of Owner or contractor. fl Shall not accept shop drawing or sample submittals from anyone other than the contractor. g) Shall not participate in specialized field or laboratory tests or inspections conducted by others, except as specifically authorized by FNI. F. Right of Way /Property Acquisition Services The Scope of Services for ROW /Property Acquisition Services included in the Not to Exceed Maximum Fee Amount is based on the following: • 300 separate tracts to be acquired (fee simple or easements). • Condemnation services for 90 tracts (i.e. 30% condemnation rate). 1. Public Involvement Services a) Participate in initial project definition meeting. b) Review proposed project maps and descriptions to assist in defining ROW related concerns. c) Prepare public notice requirements on behalf of DME. d) Attend public open house meeting(s) to discuss project and routes. e) Attend internal meetings with DME to discuss ROW considerations /alternatives fl Attend additional public meetings (if necessary) g) Contribute to Routing Analysis (impacts of alternative, estimated ROW cost for each alternative). h) Prepare public notice of selected /approved route. 2. Pre - Acquisition Services a) Prepare initial property owner contract list for use by DME in distribution of ROW agent introduction letters, if desired by DME. b) Research preliminary ownership and easement information. c) Work with surveyor in development of right of way maps and legal descriptions of needed property rights. d) Provide detailed right of way cost estimates on a parcel by parcel basis. FNIi Owner Exhibit A -9 e) Assist in preparing and obtaining any Rights of Entry necessary for surveying, geotechnical investigations and environmental services. Title Services a) Secure preliminary title commitment or preliminary title search, and 5 -year sales data from Title Company that will be providing title insurance. b) Review preliminary title commitment (Schedules A, B & C) or preliminary title search information for all properties. c) Secure title commitments and updates in accordance with insurance rules and requirements for parcel payment submissions for properties which will be acquired in fee simple and for ROW easements d) Secure title insurance for all parcels, insuring acceptable title in the name of the City of Denton. Cure all exceptions on Schedule C, when applicable. Written approval by the City of Denton will be required for any exceptions to coverage. e) Attend closings and provide closing services in conjunction with Title Company for all tracts. fl Record all original instruments immediately after closing at the respective County Clerk's Office. g) Research title and provide Condemnation Title Report to legal counsel for property rights that will be acquired through Eminent Domain. (See item 7 below) 4. Initial Appraisal a) Secure written permission from the owner to enter the property from which land is to be acquired. If Agent, after diligent effort, is unable to secure the necessary letter of permission from the property owner, a waiver must be obtained, in writing from the City of Denton. Maintain permission letters with appraisal reports. b) Prepare and conduct personal pre - appraisal contact with interest owner(s) for each parcel. c) Contact property owners or their designated representative to offer opportunity to accompany the appraiser on the appraiser's inspection of subject property. Maintain record of contact in file. d) Prepare draft appraisal report. "Draft" stamp to remain on appraisal until the city has reviewed and approved the appraisal and the initial offer is made. e) Finalize complete appraisal report for each parcel to be acquired utilizing a format approved by the City of Denton. These reports shall conform to the City of Denton policies and procedures along with the Uniform Standards of Professional Appraisal Practice. fl As necessary, prepare written notification to the City of Denton of any environmental concerns within the needed right of way to be acquired which could require remediation. g) All completed appraisals will be administratively reviewed and approved by the City of Denton. N I w _. Owne,:...... Exhibit A -10 h) As necessary, the appraiser will appear and or testify as an Expert Witness in eminent domain proceedings and be available for pre- hearing or pre -trial meetings as directed by the City of Denton. 5. Introductory Letter a) Prepare Right of Entry packets to include introductory letter, Landowner Bill of Rights, maps and paperwork to be executed. b) Mail merge introductory letters and labels for envelopes and file folders. The agents with prepare and stuff envelopes for out of town owners or owners who have indicated that they want to receive all of their initial information via certified mail, return receipt requested. c) The agent will initiate negotiator and contact logs and attend landowner meetings for ROE documents. The agent will research additional contact information for nonresponsive landowners. d) Introductory letter will be pre- approved by DME. e) Introductory letter will be sent either certified mail or Federal Express. 6. Survey Permission a) Secure permission to conduct a civil survey on all parcels impacted by the project. b) Secure permission to conduct geotechnical survey on specific parcels identified by DME. c) Survey permission will be secured from in written form on a format acceptable and pre- approved by DME. d) Should survey permission be denied, provider will submit necessary information to DME necessary to support legal efforts to gain legal access. 7. Negotiation Services a) Analyze appraisal reports and confirm approved value prior to making offer for each parcel. b) Analyze preliminary title report to determine potential title problems and propose methods to cure title deficiencies. c) Prepare the initial offer letter and any other documents required or requested by the City of Denton in a form acceptable to the City of Denton. d) Contact each property owner or owner's designated representative and present the written offer in person where practical. When owners do not wish to have offers delivered in person, they will be mailed via certified mail with return receipt for documentation of delivery /receipt. Maintain follow -up contacts and secure the necessary instruments upon acceptance of the offer for the closing. e) Provide a copy of the appraisal report for the subject property exclusively to the property owner or authorized representative at the time of the offer. Maintain original signed Receipt of Appraisal. ' FNI_4 Owner Exhibit A -11 fl Respond to property owner inquiries verbally and /or in writing within two business days. g) Prepare a separate negotiator contact report for each parcel file for each contact. h) Maintain parcel files of original documentation related to the purchase of the real property or property interests /acquisition of the Easement for Right of Way. i) Present counteroffers in a form as directed by the City of Denton. Transmit any written counteroffer from property owners including supporting documentation, and Agent's recommendation with regard to the counteroffer. j) Prepare final offer letter as necessary. k) Appear and provide Expert Witness testimony when requested. 8. Condemnation Support a) Upon receipt of a copy of the final offer, research and produce an updated "Condemnation Limited Title Report" (search parameters set by City of Denton and /or outside legal counsel). b) Prepare a condemnation package as directed by the City of Denton and deliver the package to the City of Denton's designee or legal counsel. c) Upon notification from the City of Denton request the update of appraisal. 9. Project Administration a) Maintain current status reports of all parcel and project activities and provide monthly or as requested to the City of Denton. b) Participate in project review meetings as requested. c) Provide copies of all incoming and outgoing correspondence as generated if requested. d) Maintain copies of all correspondence and contacts with property owners. e) Update database with current status information and documentation. G, ROW /Property Acquisition Support for Relocations (As Requested by City of Denton) 1. The Scope of Services for ROW /Property Acquisition Support for Relocations included in the Not to Exceed Maximum Fee Amount is a maximum of four (4) relocations. 2. Notify all property owners and potential displacees of eligibility for relocation assistance and provide them with a Relocation Assistance Brochure at time of initial contact. If possible, advise displacee of preliminary relocation benefits at this time. 3. Contact and provide relocation assistance to property owners and tenants affected by acquisition of right of way. 4. For residential relocations; locate, evaluate, and maintain files on comparable available housing. FN 1 m ,- Owner Exhibit A -12 5. Calculate replacement housing supplement benefits. 6. Compute and submit request for relocation housing /rental supplement to the City of Denton along with supporting documentation. 7. Provide 90 -day notice to vacate simultaneously with the delivery of the relocation benefits package. 8. Sixty days later or upon acquisition of the parcel, whichever occurs later, issue a 30 day letter. 9. Notify the City of Denton immediately if displacee does not move after 30 -day notice expires. 10. Perform a decent, safe, and sanitary inspection of the replacement housing in accordance with the City of Denton. 11. Prepare moving plan with appropriate photos and sketches along with inventory of personal property to be moved for non - residential moves. 12. Request moving estimates from moving companies as needed. 13. Coordinate moves with displaced homeowners, business owners, and tenants and with moving companies in accordance with the City of Denton procedures. 14. Maintain relocation contact logs. 15. Attend closings on replacement property if requested by any party involved, and assure supplemental payment is properly distributed. 16. Process and compute increased interest payments as required. 17. Relocation agent shall be available for any appeals or hearings. 18. Prepare all relocation payment claim submissions for all displacees on parcel. 19. Deliver payments in accordance with the City of Denton guidelines. H. Additional ROW /Property Acquisition Support for Condemnations (as Requested by DME) It is anticipated that services described in this section will be provided by others, but can be provided by FNI if requested by DME. 1. Pre - Hearing Support a) Upon receipt of condemnation packet documents prepared by Counsel for the City of Denton, Agent will file the original petition with the County Court at Law or other appropriate Court for a cause number to be assigned. b) File the Lis Pendens including the cause number with the County Clerk's Office. FNI Owner Exhibit A -13 c) Upon assignment of a court, file the Order Appointing Commissioners with the judge retaining a copy of the Order for the files. d) Following appointment of Commissioners by the judge, secure the following documents: Oath of Commissioners signed by the Commissioners, Order Setting Hearing, and 2 copies of the Notice of Hearing signed by the Commissioners. e) File all originals with the court and send copies marked "copy" to Counsel for the City of Denton. f) Send a copy of the petition to the Title Company so that they can assure all required parties were joined and that no changes in title have occurred. g) Set the Commissioners Hearing after the updated appraisal has been submitted, if there is no change in value. If there is an increase in value, upon approval by City of Denton make a revised final offer and submit a copy of the revised final offer letter. h) Reserve a room for the hearing. i) Coordinate the hearing date with Counsel for the City of Denton, the Appraiser, the Engineering witness, the three Special Commissioners, the court reporter and any other parties designated by the City of Denton. j) Coordinate a pre- hearing conference if required by Counsel for the City of Denton. k) After the hearing is set, serve Notices of Hearing to the indicated parties at least 11 days prior to the Commissioner's hearing. If it is necessary to join the Federal Government, be advised that they must be served not later than 60 days prior to the date of the hearing. 1) Once the notices have been served, file the original notices with the court and send copies stamped "copy" to Counsel for the City of Denton. m) Send a reminder letter to all parties. 2. Post - Hearing Support (As Requested by City of Denton) a) Obtain the signatures of Commissioners and file with the court for the judge's signatures within two days the Hearing. b) Obtain and distribute to Counsel for the City of Denton certified copies of the award. C) File payment of the award in the registry of the court. File a Notice of Deposit with the court and send certified copies to each defendant notifying them of the date of the deposit. The Date of Deposit is the Date of Take. d) Take photographs of the interest to be acquired on the day of deposit. e) Send written notices of the date of deposit to all interested parties. f) Appear as Expert Witness as requested. FNI Owner Exhibit A -14 ARTICLE II ADDITIONAL SERVICES: Additional Services to be performed by FNI, if specifically authorized in writing by Owner, which are not included in the above - described Basic Services, are described as follows: I. 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 FNI or one of its subconsultants. 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 FNI or one of its subconsultants. K. 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 FNI or one of its subconsultants. 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. ARTICLE III TIME OF COMPLETION: The term of this AGREEMENT shall be three (3) years from the date of execution and may be extended by mutual agreement of OWNER and FNI. ARTICLE IV RESPONSIBILITIES OF OWNER: Owner shall perform the following in a timely manner so as not to delay the services of FNI: 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 FNI's services for the Project. 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. I'll.. Owner Exhibit A -15 C. Assist FNI by placing at FNI'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 FNI, 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 FNI. 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 FNI whenever OWNER observes or otherwise becomes aware of any development that affects the scope or timing of FNI'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. Furnish, or direct FNI to provide, Additional Services as stipulated in Exhibit A, Article 11 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 — Owner's Accounting Representative — Copy To: David W. Wilson 1659 Spencer Road Denton, TX 76205 940 - 349 -8459 Fax: 940 - 349 -7334 email: david.wilson @cityofdenton.com Name John Moore Address 1701 C Spencer Rd. Denton, Texas Denton, TX 76205 Phone: 940- 349 -7544 Fax: 940- 380 -0403 Email: john.moore @cityofdenton.com Name Accounts Payable Address 215 E. McKinney St. Denton, TX 76201 Phone: Fax: 940- 349 -7742 Email: 940- 349 -7789 accountspayable @cityofdenton.com FN1 Owner Exhibit A -16 FNI's Project Manager - Aaron Fricke, P.E. 4055 International Plaza, Suite 200 Fort Worth, Texas 76109 Phone: 817-735-7411 Fax: 817-735-7491 Email: apf a,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 (.,lwiiet ., Exhibit A -17 ATTACHMENT CO COMPENSATION Compensation to FNI for Basic Services described in Article I of Attachment A shall not exceed Twelve Million One Hundred Fifty Thousand Dollars ($12,150,000.00) as summarized in Table 1. Compensation for Engineering Services shall be computed based on the Schedule of Charges in Table 2. Compensation for ROW /Land Acquisition Services shall be computed based on the Schedule of Charges in Tables 3a and 3b. Additional Services as described in Article 11 of Attachment A shall be computed based on the following Schedule of Charges in Table 2. TABLE 1 SUMMARY OF PROJECT COSTS Estimated Maximum Description Amount Professional Services Program Management Assistance $485,900 Project Management Assistance $2,964,900 Permitting Assistance $572,600 General Engineering Services Support as Needed $948,800 Construction Phase Assistance /I nspection $1,135,200 Subtotal Engineering Services $6,107,400 ROW /Land Acquisition Services Subconsultant ROW /Land Agent Costs $5,754,600 Administration of Subconsultants @ 5% $288,000 Subtotal ROW /Land Acquisition Services $6,042,600 Total Not -to- Exceed Project Costs $12,150,000 CO -1 OWNER ATTACHMENT CO TABLE 2 PROFESSIONAL SERVICES SCHEDULE OF CHARGES Schedule of Charges Position Rate Professional - 1 99 Professional - 2 120 Professional -3 135 Professional -4 156 Professional -5 182 Professional -6 208 Construction Manager - 1 79 Construction Manager - 2 103 Construction Manager - 3 121 Construction Manager - 4 151 CAD Technician /Designer - 1 84 CAD Technician /Designer - 2 109 CAD Technician /Designer - 3 134 Corporate Project Support - 1 80 Corporate Project Support - 2 97 Corporate Project Support - 3 129 Intern/ Coop 49 Rates for In -House Services Technology Charge Bulk Printing and Reproduction $8.50 per hour Black and White $0.10 per copy Color $0.50 per copy Travel Plot - Bond $2.50 per plot Standard IRS Rates Plot - Color $5.75 per plot Plot - Other $5.00 per plot Binding $5.75 per book OTHER DIRECT EXPENSES: Other direct expenses are reimbursed at actual cost times a multiplier of 1.10. They include outside printing and reproduction expense, communication expense, tra\el, transportation and subsistence away from the FNI office and other miscellaneous expenses directly related to the work, including costs of laboratory analysis, test, and other work required to be done by independent persons other than staff members. For Resident Representative services performed by non -FNI employees and CAD services performed In -house by non -FNI employees where FNI provides workspace and equipment to perform such services, these services will be billed at cost times a multiplier of 2.0. This markup approximates the cost to FNI if an FNI employee was performing the same or similar services. These rates will be adjusted annually. 1- 022013 FNI _�... CO -2 OWNER ATTACHMENT CO TABLE 3a Right of Way /Land Acquisition Services Schedule of Charges Improvement Type Substation Estimated Quantities Resident Comm Vacant Acquistion Estimated% of Improvement Type 60% 20% 20% Estimated #of Tracts based on 300Total 170 57 56, 17 Estimated #of Condemnations based on 30% Condemnation Rate 51 ,......� 17 16 w�...._ 5 Relocations ......� 2 2 Appraisal Basic Services Unit Costs Initial appraisal services $4,500 $6,500 $3,200 $3,200 Title Services Unit Costs Title Services $600 S600 $600 $600 ROW /Land Agent Basic Services Unit Costs ROW /Land Agent Basic Services Unit Costs $11,800 $11,800 $11,800 515 500 Condemnation Support Unit Costs Appraisal Update (50% of original fee) $2,250 $3,250 $1,600 $1,600 Appraisal Testimony /Support $3,000 $4,000 $3,000 $3,000 ROW Agent support $1,000 $1,000 $1,000 _....... $1,000' Subtotal $6,250 $8,250 $5,600 $5,600. Relocation Services Unit Costs (Relocation services $6,000 _... $7,000 NA NA (Estimated ROW /Land Acquisition Costs Appraisal Basic Services $765,000 $370,500 $179,200 $54,400 Title Basic Services $102,000 ' $34,20 0 $33,600 $10,200 ROW /Land Agent Basic Services $2,006,000' WWW - _...... $672,600 ........... $660,800 $263,500 Condemnation Support $318,75a $140,250 $89,600 $28,000 Relocation Services $12,000L $14,000 NA, NA Total Estimated ROW /Land Acquisition Costs FNI CO -3 OWNER $1,369,100 $180,000 $3,602,900 $576,600 $26,000 $5,754,600 ATTACHMENT CO TABLE 3b ROW /Land Acquisition Services Milestone Payment Schedule Improvement Type Substation Resident Comm Vacant Acquistion Initial appraisal services _ $4,500 $6,500 $3,200 $3,200 50% of fee upon delivery of draft report $2,250 $3,250 $1,600 $1,600 50% of fee upon delivery of final report $2,250 $3,250 $1,600', $1,600 Title Services $600 $600 $600 $600 Title commitment issued $300 $300 $300 $300 Closing $300 $300 $300 $300 ROW /Land Agent Basic Services $11,800 $11,800 $11,800 $15,500 Route development/public involvement support $2,300' $2,300 $2,300 $3,500 Prepare/del ive r title request to Title Company $300 $300 $300 $300 Deliver introductory letter $700 $700 $700 $700 Secure civil /geotech survey permission or delivery of info needed to support legal $700 $700 $700 $700' Secure title commitment $400 $400' $400 $400 Issuance of title policy or approved alternative $400 $400 $400 $400 Presentation of initial offer letter $1,800 $1,8001 $1,800 $2,600 Submission of payment package or issuance of final offer letter $700 $700 $700 $700 Presentation of final offer w /City approval or acceptable payment submission with cleartitle (or proof it will be clear by closing $2,500 $2,500 $2,500 $4,200 Completed closing or delivery of condemnation package $2,000 $2,000 $2,000 $2,000 _. -._._. ......................... Condemnation Support ......_ - Appraisal Support $5,250 $7,250 $4,600 $4,600 Appraisal Update (50% of original fee) $2,250 $3,250 $1,600 $1,600 Appraisal Staff prep and testimony (billed hourly) $3,000 $4,000 $3,000 $3,000 Director- $330 /hr Assoc Director - $275/hr Sr. Analyst - $220 /hr Analyst - $137/hr Adminstrative - $73 /hr ROW Agent support i ROW Agent support as needed (billed hourly) $1,000 $1,000 $1,000 $1,000 Partner- $100 /hr Agent - $75 /hr -------- ............... ...... .. Relocations Support $6,000 ... ................ .�. $7,000 NA NA Submittal of moving plan /proof of providing relocation benefits $2,000 $2,500 Submittal of memo to DME reporting actual date Displacee vacated parcel $2,000 $2,500 Submittal of completed file to City with documents filed by date of activity $2,000 $2,000 CO -4 OWNER CITY OF DENTON GENERAL CONDITIONS TO AGREEMENT FOR ARCHITECTURAL OR ENGINEERING SERVICES 1.1 The Architect or Engineer's services consist of those services for the Project (as defined in the agreement (the "Agreement") and proposal (the "Proposal") to which these General Conditions are attached) performed by the Architect or Engineer (hereinafter called the "Design Professional") 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"). ARTICLE 2 SCOPE OF BASIC SERVICES 2.1 BASIC 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 limitation 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 2.3,1 Based on the approved Schematic Design Documents and any adjustments 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 purposes 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 2.2.5. fi 2.4.1 Based on the approved Design Development Documents and any further adjustments 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 comply with all applicable laws, statutes, ordinances, codes and regulations. 2.4.2 The Design Professional shall assist the Owner in the preparation of the necessary bidding or procurement information, bidding or procurement forms, the Conditions of the contract, and the form of Agreement between the Owner and contractor, payment in the amount certified, However, the issuance ma Certificate for Payment shall not be a representation that the Design Professional has (0 reviewed construction means, methods, muhni9ues.uoquenoesu,pmueduou.m(2)asomtaino how or for what purpose the Contractor has used money previously paid un account vf the Contract Sum. 2.6.11 The Design Professional shall have the responsibility and authority to reject work which does not conform to the Contract Documents. Whenever the Design Professional considers it necessary or advisable for implementation of the intent of the Contract Documents, the Design Professional will have authority to require m/oidouu| inspection or testing of the work in accordance with the provisions of the Contract Documents, whether o, not such Work in fabricated, installed or completed. uuw*cr,nuhxe,miuumthmitynfthoovaianpmfey,ionm|noru decision made m good faith either m exercise o, not exercise uud`uvthv,ityonal|oivv,i,vwudutynrre,ponoihi|ityorthucemienpmmuoioou| to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons performing portions of the work, 2.6.12 The Design Professional shall review and approve or take other appropriate action upon Contractor's submittals such as Shop Drawings, Product Data and Samples for the purpose of (1) determining compliance with urnxoomo |mpx, utumte,, nmmm`oeo and uvuoo� and (2) determining whether vr not the work, when completed, will bmm compliance with the requirements mrthuContructoocuments, The Design Professional shall act with such reasonable promptness to cause no delay in the work or in the construction of the Owner or of separate contractors, while allowing sufficient time in the Design Professional's professional judgment to permit adequate review. Review of such submittals iu not conducted for the purpose of determining the accuracy and completeness or other details such as dimensions m"dqomxidesor 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 oxuiep Professional's n*ir° shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Design Professional, of construction means, methods, techniques, sequences or procedures, The Design Professional's approval of a specific item shall not indicate approval of an assembly of which the item is a component. When professional certification of performance characteristics of materials, systems or equipment is required by the Contract Documents, the Design Professional shall be entitled to rely upon such certification to establish that the materials, systems or equipment will meet the performance criteria required b' the Contract Documents. 2.6.13 The Design Professional shall prepare Change Orders and Construction Change Directives, with supporting documentation and data if deemed necessary by the Design Professional as provided in Subsections 3.1.1 and 3.3.3, for the 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 o; the Contract Time which are not inconsistent with the intent nf the Contract Documents, 2.6.14 0o behalf vf the Owner, the Design Professional shall conduct inspections todetermine the dates ul Substantial Completion and Final Completion, and if requested by the Owner shall issue Certificates of Substantial and Final Completion, The Design Professional will receive and review written guarantees and related documents required hythe Contract for Construction mbo assembled hr the Contractor and shall issue u final ccnifixmofor Payment upon compliance with the requirements uf the Contract 000umenm. 2.6.15 The Design Professional shun interpret and provide recommendations on matters concerning performance of the Owner and Contractor under the requirements or the Contract Documents un written request of either the Owner orContractor. The Design Professional's response m such requests shall uv made with reasonable promptness and within any time limits agreed onnn. 2.6.16 Interpretations and decisions n the Design Professional shall ouconsistent with the intent of and reasonably inferable onm the Contract Documents and shall hoin writing o,in the form nfdrawings. When making such interpretations and initial decisions, the Design Professional shall endeavor msecure faithful performance hy both Owner and Contractor, and shall not be liable for results m 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 o reasonable time on all u|oimo, disputes or other matters in question between the Owner and Contractor re|atmemmvexeovbnnmnmgresxorth*wnrk 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 prepares� and (3)by acknowledging payment »r 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. s.m.m The Design Professional shall provide the Owner with four sets of reproducible prints showing all significant changes to the Con- struction Documents during the Construction Phase. m 4.1 The Owner shall consult with the Design Professional regarding requirements for the Project, including (0 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 specifically described in Subsection 2,2. 1. 4.2 The Owner shall establish and update an overall budget for the Project, including the Construction Cost, the Owner's other costs and reasonable contingencies related m all o[ these costs. *.3 If requested by the Design Professional, the Owner ohuU furnish evidence that onunviu| arrangements have been mxoo to fulfill the Owner's obligations under this Agreement, 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 progress of the Design Professional's services. 4.5 Where applicable, the Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, and lines mstreets, alleys, pavements m`uuWvininurmnertyuodotmuunn;mg°ucntdminage;xomu*f-wuumntriuuuno.vasumvnts.,m:mmmmemu.xonmo.de*d restrictions, boundaries and contours of the site; locations, dimensions and necessary data pertaining to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and uxnmo. All the information on the survey shall be referenced mu project benchmark. *.6 Where applicable, the Owner shall furnish the services of geotechnical engineers when such services are requested by the Design Professional. Such services may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and resistivity tests, including necessary operations for anticipating sub-soil conditions, with reports and appropriate professional recommendations. 4.6./ The Owner shall furnish the services of other consultants when such services are reasonably required by the scope of the Project and are requested by the Design Professional and are not retained by the Design Professional as part of its Basic Services mAdditional Services. 4.7 When not a part of the Additional Services, the Owner shall furnish structural, mechanical, chemical, air and water pollution mmxumum[ hazardous materials, and other laboratory and environmental tests, inspections and reports required by law or the Contract nnvuments. 4.8 The Owner shall furnish all legal, accounting and insurance counseling services as may be necessary at any time for the Project, including auditing services the Owner may require mverify the Contractor's Applications for Payment v,m ascertain how or for what purposes the Contractor has used the money paid by or on behalf of the Owner. 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 knowledge or services beyond the scope of the Agreement. ARTICLE 5 CONSTRUCTION COST 5.1 CONSTRUCTION COST DEFINED 5.1.1 The Construction Cost shall be the total cost or estimated cost to the Owner of all elements of the Project designed or specified by the Design Professional. 5,1.2 The Construction Cost shall include the cost at current market rates of labor and materials furnished by the Owner and equipment designed, specified, selected or specially provided for by the Design Professional, plus a reasonable allowance for the Contractor's overhead and profit. In addition, a reasonable allowance for contingencies shall be included for market conditions at the time of bidding and for changes in the work during construction. 5.1.3 Construction Cost does not include the compensation of the Design Professional and Design Professional's consultants, the costs of the land, rights-of-way, financing or other costs which are the responsibility of the Owner as provided in Article 4. 5.2.1 Evaluations of the Owner's Project budget, preliminary estimates of Construction Cost and detailed estimates of Construction Cost prepared by the Design Professional represent the Design Professional's best judgment as a design professional familiar with the construction industry. It is recognized, however, that neither the Design Professional nor the Owner has control over the cost of labor, materials or equipment, over the Contractor's methods of determining bid prices, or over competitive bidding or market conditions. Accordingly, the Design Professional cannot and does not warrant or represent that bids or cost proposals will not vary from the Owner's Project budget or from any estimate of Construction Cost or evaluation prepared or agreed 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 furnishing, proposal or establishment of a Project budget, unless such fixed limit has been agreed upon in writing and signed by the parties thereto. If such a fixed limit has been established, the Design Professional shall be permitted to include contingencies for design, bidding and price escalation, to determine what materials, equipment, component systems and types of construction are to be included in the Contract Documents, to make reasonable adjust- ments 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 occurring after execution of the Contract for Construction. 5.2.3 If the Procurement Phase has not commenced within 90 days after the Design Professional submits the Construction Documents to the Owner, any Project budget or fixed limit of Construction Cost shall be adjusted to reflect changes in the general level of prices in the construction industry between the date of submission of the Construction Documents to the Owner and the date on which proposals are sought. 6.1 The Drawings, Specifications and other documents prepared by the Design Professional for this Project are instruments of the Design Professional's service and shall become the property of the Owner upon termination or completion of the Agreement. The Design Professional is entitled to retain copies of all such documents. Such documents are intended only be applicable to this Project, and Owner's use of such documents in other projects shall be at Owner's sole risk and expense. In the event the 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 similar purposes in connection with the Project is not to be construed as publication in derogation of the Design Professional's reserved rights. 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 nonperformance and cause for termination. 7.5 If 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 termination. ARTICLE 8 PAYMENTS TOT DESIGN PROFESSIONAL 8.1,1 Direct Personnel Expense is defined as the direct salaries of the Design Professional's personnel engaged on the Project and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions and similar contributions and benefits. 8.2 REIMBURSABLE 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, 8.3.1 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 extended 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 Agreement. 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, 8.4.1 Payments on account of the Design Professional's Additional Services and for Reimbursable Expenses shall be made monthly within 30 days after the presentation to the Owner of the Design Professional's statement of services rendered or expenses incurred. ARTICLE oINDEMNITY 9.1 The Design Professional shall indemnify and save and hold harmless the Owner and its officers, agents, and employees from and against any and all liability, claims, demands, damages, losses, and expenses, including, but not limited to court costs and reasonable attorney fees incurred by the Owner, and including, without 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. v.z Nothing herein shall m: construed m create uliability to any person who is not w party m 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 governmental immunity, which defenses are hereby expressly reserved. ARTICLE mINSURANCE During the performance of the Services under the Agreement, Design Professional shall maintain the following mou,uu"x with an inovmn^v company |i^vnovd or authorized to do business in the State of Texas by the State /n`oomup Commission or any successor agency that has urating with Best Rate Carriers ozat least onA-o,above: 10.1 Comprehensive General Liability moo,omcv with bodily injury limits of not /os, than $1.000.000 for each occurrence and not |eno than $2,000,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than $250,000 in the aggregate. 10.2 Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident, and with property damage limits of not less than $100,000 for each accident. 1n.3 Worker's Compensation Insurance in accordance with statutory requirements, and Employers' Liability Insurance with limits vc not less than $}oo.00u for each accident including occupational disease, 11X1 m M- ffffo |o.5 The Design Professional shall furnish insurance certificates the Owner evidencing insurance in compliance with this xuio\n 'n at the time of the ns*codon of the Agreement, The oonvuJ Liability and Automobile Liability insurance noxoio omu| name the Owner mnunadditional 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 m Owner and Design proumuiuno|. m such event, the Design Professional shall, prior to the effective date o[ the change m, cancellation, furnish Owner with substitute certificates vr insurance meeting the requirements of this Article m. u./ The Agreement shall be governed »r the laws of the State of Texas. Venue of any suit or cause of actmunderdmAgreement 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 party to this Agreement and m the partners, successors, assigns and |uoalmpreoontmivesoraum`mhornarty with respect to al I covenants of this Agreement. The Design Professional shall not assign its interests in the Agreement without the written consent orthe Owner. 1z.3 The min xgreemcu,asugvd herein includes the executed Agreement, the P,*»wmil, these General Conditions and oflwrmxmph`mm,mr&mmued in Section 3 of1fic Agreernent which together represent the entire and between the Owner and Design md superscdcs all prior neg(Anmons, mprocivations or agreements, either written or oral, Thv Agrtm,mra may be amended only by wrilten insumnevit s n ig V'd by both Owner 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 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: I . The executed Agreement r. Attachments referenced in Section 3 o the Agreement other than the Proposal 3. These General Provisions « The Proposal 11.4 Nothing contained iothe Agreement shall create m contractual relationship with mu cause ox action in favor mru third party against either the Owner ur Design Professional. 11.5 Upon receipt or prior written approval orOwner, the Design Professional shall have the right m include representations vf the design of the Project, including, phcitographm ot'llic exterior and interior, among the Design Professional's promolional and protc."jonal materials, The Design Professional's information materiatssNdl not include the 0�vnQr's confidential or proprietary if the Owilei has prmously advised the Design Professional inwriting of the specific. imronmxlNun oou/deted hy the Owner to be confidential or proprietary. 'rhe (hvnwrmbuN provide professional credit fortho Dvoiuo Professional on the construction sign and in the promotional materials for the Project, 9 C � CERTIFICATE OF LIABILITY INSURANCE °09/17/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT. If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must be endorsed, If SUBROGATION IS WAIV'E'D, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER 1- 703 - 827 -2277 CONT CT NAME ... Ames & Gough PNBONE @FAX 703- 827 -2279 8300 Greensboro Drive cc„ admin27 227,7 A/C Na' A10 PN I1�Y 703 I ) MANL n ®amesgough.com Suite 980 McLean, VA 22102 NAIC# TRAVELERS IND CO OF A14ER NIWSURGRIS� „AFFORD COVERAGE INSURER A 25666 INSURED INSURER B, CHARTER OAK FIRE INS CO 25615 Freese and Nichols, Inc, 25658 NNSURERC TRAVELERS IND CO 4055 International Plaza WSURERD TRAVELERS PROP CAS CO OF AMER 25674 Suite 200 INSURERS CONTINENTAL CAS CO 20443 Fort Worth, TX 76109 tlNSl1RER COVERAGES CERTIFICATE NUMBER: 35737587 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS„ EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INS . TYPE OF INSURANCE J _ POLICY NUMBER' ,....... .O LID YY, YY) POLtl� EXNY LIMITS A °bt. S13aR MdbD LYl. Y"�Y A GENERALLIABILITY X X 'PACP3C749897 10/23/1 10/23/13 EACHOCcURRCNCE $,1,000,000 -----........ Cfik+�ltxk TONt�81kL"1 _._ X COMMERCIAL GENERAL LIABILITY PRIElMlfC.�LF?¢mrp,tiuFeic� $ .000,000 1 -,� CLAIMS -MADE X ] OCCUR MED EXP (Arhy bne 10,000 1 PERSONAL &AQVIN,Ut.RY ^� 000,000 . GENERALAGGRI- GAIN_ $2,000,000 GEN'L AGGREGATE LIMIT APPUES PER: PR- D UCTS - tOMF11,,GG, $ 2,000,00,1 ,1 0 �POLICY V X PRO. X $ . _ l t YC, _ _ _ B AUTOMOBILE LIABILITY X X 810117 �9R51A 3 1 10 2. C4`. MEiVNE5 5 IA1N 11~ I VMIT 1, 000, 000 0 Fa ax',id+trrlj $ .., X ANY AUTO V BODILY INJURY (Per person) $ ALL OWNED ° SCHEDULED BODILY INJURY (Per accident) $ AUTOS AUTOS - ” X X... NON -OWNED F!1aFr>�IdriNCiMAI.�N" HIRED .. AUTOS C X UMBRELLA LIAR X OCCUR CUP4C453408 10/2,3/1" 10/23/13 EACHoo ui- iw4gcr., $ 10,000,000 X EXCESS LIAB LtiJeVM: MAIAF: AGGREGATE $ 10, 000, 000 1)E0 . RE EN'TION$ 10000 ., _.. $ WORKERS COMPENSATION 10 23/13 X 'JCSFA1Lp OTFF D X UB3974T65A 10/23/1 / rORYkIC "U-1 ER AND EMPLOYERS' LIABILITY Y I N ANY N Rt1N VdIFI "L1N Y7 ARTNER(EXECUTIVE ❑ NIA E L EACH ACC [DENT " 1, 000, 000 0F�rICF'WMFCAF'3ER EXCLUDED? (Mandatory In NH) E.L. DISEASE EA N ,YFI $ 1, 000, 000 IY es describe under E L DISI ASF, N Ot K, V 1AMIT $ 1, 000, 000 _SCR gi E PfdOVESSIONAL�ILIABILITY# AEH 00 822. 44 22 10/23/1 14/23/13 Per Claim 5,000,000 Annual Aggregate 10,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) Capital Improvement Program The City and Denton Municipal Electric and their employees, officers, officials, agents and volunteers are included as additional insureds with respects to General and Auto Liability. Waiver of Subrogation applies to General, Auto and Workers Compensation as required by written contract and allowed by law. CERTIFICATE. HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Denton THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 215 East McKinney St. AUTHORIZED REPRESENTATIVE Denton, TX 76201 USA © 1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD FreeseNichols 35737587 City of Denton Purchasing 901 -B Texas St. Denton, TX 76209 Phone: (940) 349 -7100 Fax: (940) 349 -7302 www dentoni)urchasina,com Substitute W -9 Form The IRS requires all vendors to complete a W -9 Form. The Information on this form must be filled out, signed and submitted by a vendor representative. All information must be completed before a purchase order or payment will be Issued. Name as shown on your income tax return: F A nrt Nirhnlc Inn Tax ID /Social Security #: 75- 1531935 Under penalties of perjury, I certify that: 1. The number shown on this form Is my correct taxtaxpayer Identlflcatlon number (or I am waiting for a number to be issued to me), and 2. 1 am not subject to backup withholding because (a) I am exempt from backup witholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. 1 am a U,,S citizen or other U.S. person -for fededral tax purposes as defined at the bottom of this page". Authorized Signatu � "( _ m .. ". Printed Name: Gwen G Perez Mailing Address: Company Name: PrnnSp Kli, e Inr Contact Name: Cindy House Address: 4055 International Plaza Suite 200 •r 1 •1f . I 1• �:• Check anpr2priate box for federal tax ciassification re wired), Individual/ ❑ Sole [�( Corporation ❑ Partnership Proprietor Must designate C or S Email C AH �7a Fr . •s -..®m Website: wwW_frP.P.RP, rn ism Phone Number: 817- 7'3.r,_7SA1 Fax Number: A17- 7';.n,_74An Limited Other ® Liability it Please specify: Corporation ❑ C Exempt EX s ® Pa oa Business Type Real Estate Equlpmenl Royaltles (A -2) ❑ Rental /Lease (Al) ❑ Rental/Lease (A -9) ❑ ❑ Medical /Health Care Services Only (A- Merchandlse- Merchandlse & ❑ 7) ❑ Goods Only (A -7) ❑ Services (A -7) ❑ L09W Flrnu+Attorne'y (A -C) Consultant/Prof Proceeds from Fees (A -7) Real Estate FX F-1 Purchases (S) Type of Organization; N/A 11 Minority Owned El Female Owned El Non Profit El Historically Underutilized Business `Definition of a U.S. Person -For Federal Tax purposes, you are considered a U.S. person if you are: (a) an individual who is a U.S. citizen or U.S, resident (b) a partnership, corporation, company, or association created or organized in the United States or under the laws of the United States (c) an estate (other than a foreign estate), or (d) a domestic trust (as defined in Regulations Section 301,7701 -7), COD Page 1 9/23/2011 Vendor Information Not Reauired for W -9 Form Remit Address (if different from above) Company Name: FrPPSP and Nirhols. Inc. Contact Name: Cindy House • Fort Worth- . •: 111 Email: CAH (n�F .,ciz r r)m. Phone Number: 817- 735 -7391 Fax Number: 817- 735 -7480 ACH Information - Voluntary ABA Routing# 1 1 1 nnnF 14 Contact Name: (j -, Bank Account# 9740414367 Bank Name: JP Morgan Chase Bank, N.A. ACH Email: CAH(C7 Freese. Con1 ACH Email: Phone Number: Al 7-735-7391 Fax Number: 817- 785 -7480 I (we) authorize the City of Denton to deposit payments Into the checking account listed. The authority remains In effect until the City of Denton has received written notification from me of termination In time to allow reasonable opportunity to act on It, or until the City of Denton has sent me written notice of termination of the agreement. Vendor Signature•r' Print NamelTltle eap _ CoM43tf1" r Date 09/2012013 List Products and /or Services Interested in }idriirt c ti��CNC itC P Consultants For Internal Use Only ❑ New Vendor ❑ Vendor Change ❑ Refund Requesting Department: Department Representative (Printed Name) Purchasing Signature: Vendor Number L* Date: COD Page 2 9/23/2011 CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a person Date Received who has a business relationship as defined by Section 176.001(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,. ........ w_. 1 Name of person who has a business relationship with local governmental entity. N/A 2 ry— Check this box if you are filing an update to a previously filed questionnaire. V_ 1 (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7`" business day after the date the originally filed questionnaire becomes incomplete or inaccurate.) . . ......... ...... 3 Name of local government officer wth whom filer has an employment or business relationship. N/A 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? Yes E No N/A 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? 4 Yes 0 No N/A 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? Yes 0 No N/A D. Describe each affiliation or business relationship. N/A — - -- __.— � ............. 4 2, Z, Signature of person doing business with the governmental entity Date