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2014-214 %(+$1$%$1$-"$%.1, 2014214 AdditionalFileExists AdditionalFileContainsRecordsNotPublic,AccordingtothePublicRecordsAct Other %(+$Ș2ș#§º«(´¯º¯§²¹ SecondAmendmenttoContract09/22/16JR •'� �`' •' � � � AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT FOR INDEFINITE DELIVERY SURVEY SERVICES ON A WORK ORDER BASIS FOR VARIOUS CITY OF DENTON DEPARTMENTS; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 5597—AWARDED TO TEAGUE NALL AND PERKINS, INC. IN AN AMOUNT NOT-TO-EXCEED $500,000). WHEREAS, the City Council deems that it is in the public interest to engage the engineering firm of Teague Nall and Perkins, Inc. (TN&P), Denton, Texas to provide professional surveying and engineering services in support of the City of Dentan, Texas; and WHEREAS, City staff has reported to the City Council that there is a substantial need for the above-referenced professianal surveying services, and that limited City staff cannot adequately perform the specialized services and tasks with its awn personnel; and WHEREAS, Chapter 2254 of the Texas Government Code, known as the "Professional Services Procurement Act," generally provides that a City may not select a provider of professional services an the basis of competitive bids, but must select the provider on the basis of demonstrated competence, knowledge, and qualifcations, and for a fair and reasanable price; No YY �n�R l'.j'On l''y THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1: The preamble to this ordinance is incorporated herewith by reference as a part of this ordinance. SECTION 2: The City Manager is hereby authorized by the City Council to execute a "Professional Services Agreement for Architect or Engineer" (the "Agreement") with Teague Nall & Perkins, Inc. (TN&P), Denton, Texas, for professional surveying and engineering services, for a fee of not-to-exceed $500,000; in substantially the form of the 66Agreement" that is attached hereto and incarporated herewith by reference. SECTION 3: The award af this Agreement by the City is on the basis of the demonstrated competence, knowledge, and qualifications of TN&P and the demonstrated ability of TN&P to perform the services needed by the City for a fair and reasonable price. SECTION 4: The expenditure of funds as provided in the attached Agreement is hereby authorized. SECTION 5: This ordinance shall become effective immediately upon its passage and appraval. PASSED AND APPROVED this the � day of � � , 2014 �.:- CHRIS WATTS, MAYOR �� ATTEST: JENNIFER WALTERS, CITY SECRETARY . B.� �� � �... Y� .__. ��" __. APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By. .= � ���,`'�����_ ��.-�=� �'�.� �.n �� � �. � PROFESSIONAL SERVICES AGREEMENT FOR ARCHITECT OR ENGINEER THIS AGREEMENT is made and entered into as of the ��"`��ay of , 2014, by and between the City of Denton, Texas, a Texaswmunicipal c��.�r ���, with its principal office at 215 East McKinney Street, Denton, Denton t��ar�iy? ex�ts 76201, hereinafter called "Owner" and Teague Nall and Perkins, with its office at 1517 Centre Place Drive, Suite 320, Denton , Texas 76205 hereinafter called "Design Professional," acting herein, by and through their duly authorized representatives. In consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: SECTION 1 EMPLOYMENT OF DESIGN PROFESSIONAL The Owner hereby contracts with the Design Professional, a licensed Texas architect or engineer or surveyor, as an independent contractor. The Design Professional hereby agrees to perform the services as described herein and in the Proposal, the General Conditions, and other attachments to this Agreement that are referenced in Section 3, in connection with the Project. The Project shall include, without limitation, Indefinite Delivery Survey Services Page 1 S:\proposals�Denton IDIQ Survey 2014�Denton Indef Del Survey 2014.doc SECTION 2 COMPENSATION The Owner shall compensate the Design Professional as follows: 2.1 BASIC SERVICES 2.1.1 For Basic Services the total compensation shall not exceed $500,000 without additional authorization from the Owner. 2.1.2 Progress payments for Basic Services shall be paid at hourly reimbursable rates in accordance with Attachment `B' and `C' for services performed by the Design Professional, plus any direct cost reimbursable expenses. 2.2 REIMBURSABLE EXPENSES Reimbursable Expenses shall generally be a multiple of 1.10 times the expenses incurred by the Design Professional, the Design Professional's employees and consultants in the interest of the Project as defined in the General Conditions. Reimbursable expenses as agreed to between the Owner and Design Professional are described in more detail in Attachment `C'. SECTION 3 ENTIRE AGREEMENT This Agreement includes this executed agreement and the following documents all of which are attached hereto and made a part hereof by reference as if fully set forth herein: 1 k Applicable portions of the City of Denton General Conditions to Agreement for Architectural or Engineering Services. 2. Attachments A through C. This Agreement is signed by the parties hereto effective as of the date first above written. Page 2 S:\proposals\Denton IDIQ Survey 2014\Denton Indef Del Survey 2014.doc CITY OF DENTON �, .. —" : � ° :� yw.r � � �� ,� � �.r �,.,_ BY.� �` � �"�..��,�.P--;,, - ���--�°��,�,�..,�.�,Ur,...._.. �� �(��i�i�: C. �`.AM�'���:I.I.. CITY MANAGER ATTEST: ,i��f F��� WALTERS, �� �" SECRETARY ��' ! `� � APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY < � ,� � . ,� �,: . ;�� ,. '` ,� � ,�' � BY: . . � �'� ,.� � �� `�- � .. .- ���A__�- ,�. �' . r��° Teague Nall and Perkins, Inc. � � • f�' �l'." �,. ��� ,�� ......_ . - Gary 1, . 4� ockuz �, P.E. C���ir�� �nl WITNESS: , BY: : ��.� �_ _.::..� .,m....�._ �.� � Page 3 S:\proposals�Denton IDIQ Survey 2014�Denton Indef Del Survey 2014.doc CITY OF DBNTON GENERAL CONDlT10NS TO AGREEMENT EOR ARCHfCECfURAL OR ENGINEERING 3ERVICES ARTICLE 1. ARCffl7'EGT OR EIYGINEER'S RESPONS[BQ.ITIES 1.1 '[he Architect or Enginee�s services convist of fhose services for the Project (a9 defined o� the agraem�t (the °Agneemenf7 end proposel (Ihe "Propoeal'� to which these Grneral Condition5 are attached) pertbrtned by tl�e Architect or En�noer (haeinefter called the "Design Professionel'� or Design RofessionePs employees and �Itanls es enumerated in Articles 2 and 3 of these General Conditions aa modified by the Agreement end Proposal (fhe "Servioes"). 1.2 'Ihe Design Professionel will perform ell Services as an independent conhactor to the preveiling professional slandeids convistent with the level of care and skill ordirmrily exeocised by members of the seme professian curtently practicing in the seme lacality mder similaz oondidons, 'vicluding �esonable, infortned judgments and prompt timely acdons (the "De�ee of Care"). 'Ihe Services shall be pafortnad av acpaditioiuly ag is consistent with the Degree of Caro neoes.sery for the orderly progress of the Project Upon request ofthe Owner, the Design Professionel shell submit for the Ovmers approval a sdiedule for the perfamance of the Serviczs which may be edjusted a4 the Project proceed� and shall include allowences for periods of time required for the Owners review and for approvel of submissions by suthorities having jurisdiction over the Project Time limitc established by this schedule and approved by the Uvner shall not, except for reasoneble cause, be excaded by the Desip� Professional or Owner, and any adj�trnems to this schedule shall be mutually aocepmble to botli perties. ARTICLE 2 SCOPE OF BASIC SERVICES 2.1 BASIC SERVICFS DEFINED 'liie Design Professional's Hesic Servias consist of those described in Seclions 2.2 through 2.6 of these General Conditions and include without limifation nortnel swctural, civil, meclmnical and elactrical engine�i� savices and any othe.T engincering services necessery to produce a complete end accumte set of Conswction DocumaNS, as described by and required in Section 2.4. 'Rie Basic Services may be madi8ad by the Agreement. 2.2 SCHEMATIC DE3IGN PHASE 2.21 The Daigp Professional, in consWtation with the Own� shall devebp a written prog�am for �e Project to ascertain Ovmers neods and eo establish 1he requiremenls for the Project. 2.2.2 The Design Professional shall provide a proliminery evaluation of the Owne�s p�ogram, consUUCtion schedule and conshuction budget requiremeats, each in terms ofthe dher, subject to the limimtions set forth in Subsaction 5.2.1. 2.2.3 'Ihe Design Professional shall review with the Owner altemative approaches W desi�n and conshvction of the Project. 2.2.4 Hased on the mutuelly agread-upon program, schedule and construction budget roquirements, the Desi� Professionel shall prepa[e, for approval by the Owner, Schematic Desi� Documents wr�cisting of drawinp,c end other documents illushating tlre scale and rdadonvhip of Projoct compon�ts. The Schemetic Design shell contemplete complience with all applicable lews, stalutes, ordinenoes, codcs and regulations. 2.2.3 71ie Desi� Professional shell submit W the Owner a preliminary detailed estimate of Conswetion Cost based on curtent area, volume or other unit caets and which i�icates the cast of each category of worlc involved in caestructing the Project end establi�es an elapsad time factor for the period of Hme &um the commencement to the completion of conslruction. 2.3 DESIGN DEVELOPII�NT PHASE 7.3.1 Based on the approved Schemstic Design Documenls end any edjushmenls euthorizad by the Umer in the progmm, schodule or conshuction budget, the Desip� Professionel sl�all prepare for approvel by the Owner, Design Development Documents consisting of drewings and other documents W fix and describe the size end cha�acter of tha Project as to ar�chitocturel, structural, mochanical end electrical systems, meterials and such other element� a9 may be sppropriate, which shell comply with all applicable laws, statutes, ordinences, codes and regulations. Notwithsmnding Owners epproval of the doaunents, Design Professional represaits thet the Dacuments and spocifications will be sufficient and edequete W fulfill the purposes of the Project. 2.3.2 'Ihe Desigt� Professional shall advise the Owrxr of any adj�s6maits to the preliminary estimate of Constmction Cost in a further Deteiled Statemant es described in Sedion 2.2,5, 2.4 CONSTRUCTION DOCUMENTS PHASE 2.4.1 Ba.sed on the epprovad De9ign Development Documents end arry furtha edjustmems in tlte scope or quality of the Projact or in the conshuction budgd euthoriaed by tl�e Uvner, the Desi� Professional shell prcpare, for approval by the Ovmer, ConsYruction Docummts consisting of Ikawings and Specificalia�s seUing forth in detail requiranents forthe conshuction of the Project, which shall compty with atl applicabk laws, sfatutes, mdinances, codes and regulations. 2.4.2 'Ihe Desi� Professional shell avsist the Owner in the preparation of fhe necessary bidding or procuremea�t inforniation, bidding or procurement fortns, the Caiditions ofthe conbact, and the fortn ofA�nent betweai the Owna and oontrector. 2A3 'ifie Design Professionnl shell edvise tha Owner of any adjugtrnenb W previous preliminery estimetes of Construction Cost indicated by changes in requiremenb or general market caiditions. 24.4 The Design Professional shall assist the Owner in comwtion with the OHmers responsibility for filing documents �eyuired for the appmval of govemmental suthorities having jurisdiction over the Project. 2.S CONSTUCfION COM'RACI' PROCUREMEM' 25.1 The Design Professional, following the Owners epproval of tha Cor►vhvction Documents e� of the letest preliminary d�eiled estimete of Construction Cosf, shall essist the Owner in procuring a construction cornract for the Project through nny procuremart mdhod tlmt is legelly applicable w the Projeex including without Pege I of 8 H:1Misc�Blank FormsIGENERAL CONDITIONS-ARCHfCECT-ENGINEER Revised 052209.doc Revise� 5-30-02 limimtion, the competitive sealed bidding process. Although the ONmer wil I oonsider tha sdvice of the Dtsign Professionel, d�e award of the conswction contrect is in the sole d iacnetion of the Ovmer. 2.5.2 If the cor�structiai conhact amount for the Project exceeds �e total construction cost of the Project es set foAh in the approved Detailed Sfatement of Probable ConstrucGon Cosfs of the Project submitted by the Design Professionel, then the Design Professional, et its sole cost and expense, will revise the Conswction DocumenLv es may be re�uired by tha Owner to reduce or modify the quantAy a qualiry of the �wrk so that the total conshuction cost of the Projact will not exceed the total wnstruction cost set forth in tha epproved Deteiled Statament of Probeble Construction Costv. Z6 CONSTRUCfION PHASE - ADMIlVISTRATION OF THE CONSTRUCTIOIY CONTRACT 2.6.1 'R�e Design Professional's responsibiliry to provide Basic Services for the Conctn�ction Phasa under this Agreement commences with the award of the Contract for Construction and terminates at the issuance to the O�mer of fhe Einal Certificate for Paymenf, �mless extended under the tertns of Subsection 83.2. 2.6.2 'Ihe Design Professional shall provide detailed adminisGation of the Contract for Construction es set foAh below. For design professionalss the administration shatl elso be in aocordar�ce with AIA document A201, General Conditioav of the Contract for Cm►ghuction, curtait av of the dete of ihe Agreement as may be amended by the City of Denton special conditior►s, unless od�envise provided in the A�nent. For engineas die adminislrahion shall also be in accordence wilh the Smndard Specifications for Public Works Construction by the North Cenkal Texav Cow�cil of Govemmentv, cument as of the date of the Agreement, unless othenvise providad in the A�+eement Z.6.3 Conswction Ph�se duNas, responsibilities and limimtions of euthority of tl�e Desi� Professional shall not be restricted, modified or extended without written agreemeirt of the Owner end Design Professional. 2.6.J The Design Professional shall be a represenmtive of and shall advise and consult with the Owner ( I) during constnicHon, end (2) at the Owners direction from time to time during the carection, or wartanty period described in the Contract for Construcuon. 7he Design Professio�l shall have auThority to act on behalf of the Owner only to the actent provided in the A�ient and thesa General Condidons, unless otherwise modified by written instrument. 2.6.5 The Design Professio�mi shall observe the construction site at least one time a wodc, while construction is in pro�, and as ressonebly necessary while co�truction is not in pro�ess, to become fwniliar with the pro�ss and quality of the work wmpletad and to determine if the work is being perfortned in a manner indicating that the woric when completed will be in accor�dence with the Contract Doaanents. Design Professiw�l shell provide Owner a written report subsequent to each on�site visit. On the basis of on-site observations Ihe Design Professiorrel shell keep the Owner informed of the progress and quality of the worlc, end shall exercise the Degrae of Care and diligence in discovering and p�omptly re�orting W the Owna any observable defects or deficiencies in the work of ConUactor or eny subconhactors. 1he Desi� Professionel represenrs that he will follow Deg�ee of Cere in perfo�ming ell Services under the Agraement. 'Ihe Desi� Professionel shell promptly cort�act eny defective designs or specificetions fumishad by the Design Professionel at no cost to the Owner. 'Ifie Owners approval, acceptance, use of or payment for ell or any paR of the Design ProfessionaPs Services hereunder a of the Project ifself shell in no way elter the Design Profes�ional's obligations or the Owne�s rights hereunder. 2.6.6 The Desi� Professional shall not have control over or charge of and shall not be respongible for consvucdon means, methods, techniques, sequences or procadures, or for safety precautions and programs in cannection with the work. 'Ihe Design Professional shall not be responsible for the Conhactors schedules or failure to carty out the wodc in accordenee with the Contract Documents except insofer as such failure may result from Design Professional's negligent acts or omis- sions. 'Ihe Design Professio�l shall not have conlrol over or charge of acb or omissiords of the Conhactor, Subconhectors, or their agents or employces, or of any other persons pertbrming portions of the work. 2.6.7 'Ihe Design Professional shall at all times have aocess to the wnrk wherever it is in prepa�ation or progress. 26.8 Except as may otheiwise be provided in the Contract Documents or when diroct communications hnve been specially authorized, the Owner and Contractor shall communicate through the Design Professional. Communications by and with the Design Pmfesaionel's oonsultants shell be I}vou@J� the Desig� Professional. 2.6.9 Besed on the Design Professional's observations at the site of the work and evaluations of the Contractors Applications for Paymen� the Design Professionel shel! review and certify the amounts due the Contractor. 2.6.10 '[he Design Professional's certificffiion for payment shell constitute a representetion to the Owner, based on tha D�ign Professional's observetia►c at the site as provided in Subsection 2.6.5 and on the data comprising the Contractors Application for Payment, that Ihe v�urk has progeased to the point indiceted and that the quality of the Wor1c is in accordance with the Contract Documents. The foregoing cepres�tations are subject to mi�ar devistions from the Contract Documents corv rectable prior to completion end to specific qualifications expres.sed by the [ksign Professional. 'Ihe issuance of a Certificate for Payment shall further constitute a representadon that the Contrector is entiHed to payment in the amount certifiad. However, the issuance of a Certificate for Payment shell rrot be a representation thet Ihe Design Professional hes (1) ceviewed conswction means, methads, tachniques, saquenas or procedures, or (2) �scertainod how or for what purpose the Contractor hav used money pt�eviously paid on eccount of the Cantrad Sum. 2.G11 The D�i� Professional shall have the responsibility and aufhority to reject wnrk which does not confortn to the Conhact Documents. Whenever the Design Professional considers it necessery or advisable for implementation of the intent of d�e Contract Docwnents, the lksi@�n Professionel will have authority to require additional inspection or tesNng of the wodc in accordance with the provisions of the Contract Documenls, whether or not svch Work is fabriwted, inttalled or completed. However, neither this authority of the Design Professioimi nor a decision made in good faidi either to exercise or not exercise such authority shall give rise to a duty or responsbility of the Design Ptnfessionel to the Contractor, Subcontracrors, material and aquipment suppliers, their agents or employees or other persons performing portions of the wotic. 2.6.12 "Ihe Tksign Professional shall review and approva or feke other appropriete action upon Conhadors submittals such as Shop Drawings, Product I%fe and Samples for the purpose of (1) determining compliancc with applicable laws, statutes, ordinences ard oodes, and (2) determining whdher or not the worlc, when completad, will be in compliance with the requirements ofthe Contract Documents. 7he Design Professiarel shell act with such reasonable promptness to cause no delay in the work or in the conshuclion oP the Owner or of separate contrectors, while allowing sufl'icient time in the Design Professional's professional judgment to permit adequete review. Review of such submiltals is not conducted for the purpose ofdetertnining the accuracy and oompleteness of other defeils such a9 dim�sions and quantities or for substantiafing inst�uctions for instellation or perfomiance of equipmerrt or systems desipped by the Contractor, all of which remain the resperosibility of the Condactor to the extent requirad by the ConUact Dacum�t�. 'liie Design Profissionel's ieview simll not constitute spprovel of safely precautions or, imless dherwise spacifieally stated by the Design Profrssional, of conshuc,tion means, methods, tocluiiques, sequaices or procedures. 'Ihe Design Professionel's epproval ofa speci6c item shell not indicate epproval of an assembly ofwhich the item is a canponent. When professional ceRification of perfomianca cha�acteristics Page 2 of 8 H:VvtisclBlank FortnsIGENERAL CONDITIONS-ARCHITECT-ENGINEER Revised 052209.doc Revised 5-30-02 of materials, systems or equipment is roquired by the Conhact Documenls, the Design Professional shall be entitled to roly upon such certification to establish that the meterials, systems or equipment will meet the performanca criteria required by the Contract Documents. 2.6.13 7he Desi� Professional shell prepare Change O�ders and Consducdon Chenge Directives, with supporting documentation and dafa if deemed necessary by the Design Professionel ac provided in Subsections 3.1.1 end 3.3,3, for the Uvners approval end executia► in e000rdence with the Canhact Dacumenb, and may authoriu minor changes in the work not involving an adjustment in Ihe Contract Sum or an extension of the Contract Time which are not inconsist�t with the intent of the Contrect Documentv. 2.6.14 On behelf of the Ovmer, the Desig�n Profevsional shall conduct inspections to ddertnine the dates of Substantial Completion and Final Completion, and if requestad by the Ovmer shall issie Certificates of Substantiel end Finel Completion. 'Itie Design Profc�sional will receive and review written guaianters and relatad documenb reyuired by the Connact for ConshucHon to be assembled by the Conhnctor end shell issue a final catificate for Payment upon compliance with the requirements of the Conhact Dacuments. 2.6.15 The Design Professiormi shall interpret and provide recommendations on metters conceming perf'ormance of Ihe Owner and CorNractor under the requiremenls of the Conhact Documents on written request of either the Owner or Cont�ector. 'Ihe Design P�ofessional's �ssponse to such requests shall be msde with reasonable promptriess and within any bme limits agced upon. 2.G16 inlerprecations end decisions of the Design Professionel shell be consistent with the intent of and reasonably inferable from the CoMrect Documents end shell be in writing or in the form ofd�awings. When making such interpre�stions and initial decisioro, the Desi� Professional sl�all endeavor to secw�e faithful perfotmence by both Ovmer and Conhactor, and shall not be liable for resultv or interpretations or dxisions so rendered in good Faith in accordmice with all the provisions of this Agreement and in the absence of negligence. 2.6.17 7he Design Professional shall Rnder written decisions within a reasonable time on all claims, disputes or other mauers in question between the Owner and Contmclor relating to the execution or prog�ess ofthe wo�1c as provided in the Condact Documen►s. 2.6.18 7he Design Professionel ( I) shall render services under fhe Ageement in acco�dance with the Degree of Cwe; (2) will reimburse the Owner for all dameges causad by the defective desi�s the Design Professional prepares; end (3) by ecknowledging payrt�ent by the Owner of any fas due, shell not ba releasod from any rights the Owner mey heve under the Agreement or diminish arry of the Design Professional's obli t�tions Ihereunder. 2.6.19 The Design Professional shall provide the Owner wilh four sets of reproducible prints showing all sipiificant changes to the Construcban DocumenL� during ihe Canstruction Phase. ARTICLE 3 ADDITIONAL SERVICES 3.1 GENERAL 3.1.1 The services described in this Article 3 are nat included in Basic Services unless so id�dfied in 1he Agreem�t or Proposal, and they shall be paid for by the Ovmer as provided in the Agreement, in addition to fhe compensstian for Basic Services. 'Ihe services described under Sections 3.2 and 3.4 shall only be provided if suthorized or oonfirmed in writing by the Owner, [f services described under Contingent Addiponal Servic.es in Section 33 are required due to ciroumstences beyond d�e Design Professional's control, the Design Professional shall notify the Owner in writing and shall not commenoe such additionel services until it receives written epproval from the Owner to proceed. If the Owner indi� in writing thet all or part of such Conqngent Additional Services are not required, the Desi� Professional shall have no obligation to provide tltose services, Owner will be responsble tor compensating the Design Professional for Contingent Additionel Services only if they ere not required due to the negligaice or feult of Design Professional. 3Z PROJEGT REPRFSENI'ATION BEYOIYD BASIC SERV[CES J.2.1 If more extensive represe�tation at the sitc than is descnbad in Subsaction 2.6.5 is required, the Design Professional shall provide one or more Project Representatives to essist in certying out such additional on-site responsibilities, 3.2.2 Project Rep�tetives shell be selected, employcd and directed by the Desi� Professianal, and Ihe Design Professionel shall be compen�ted therefor as agreed by the Own� and Design Professional. 3.3 CONTINGENT ADDITIONAL SERVICES 3.3.1 Mekmg meterial revisions in Drawings, Spacifications or other documenis when such revisions ere: I. inc�reistent with approvals a inshuctions previously given by the Owner, including rovisions made nocescery by adjustmmts in the Owners progiam or Project budge� 2. required by the enectment or revision of codes, laws or reguletions sibsequent to the p�eparation of such documents, or 3. due to chm�ges roquired as a result of the Owne�s failure to render dxision in a timely menner. 3.3.2 Providing sexvices roquired because of sig�ificant changes in the Project including, but not limited ro, siu, quelity, complexity, or the Owners schedule, except fa serviccs roquired under Subsection 2.5.2. 3.3.3 Preparing Drawings, Specifications and ot�er documentation and suppoRing data, and providing otF�er services in connection wiffi Chenge Orders and Catstruction Chenge Diractives. 33.4 Providing consultation concaning replecanent of work dwneged by firo or other ca�e during oa�stcudion, and fiunishing services rcquirad in connection with the replecanent ofsuch woric. 3.3.5 Providing services mede nacessary by the default of the Condactor, by major defects or deficiencics in the work of the Cont�actor, or by Failure of performence of eiTher the Owner or Con4Mactor under the Contract for Conshuction. Pege 3 of 8 H:Uvlise�Blank Forms\GENERAL CONDITIONS-ARCHITECT-ENGINEER Revised OS2209.doc Revised 5-30-02 33.6 Providing services in eveluating en extensive number ofclaims submilted by the Canhactor or others in conr�edion with the wnrk. 3.3.7 Providing services in connecbon with a public hearing, arbitration proceeding or legal proceeding except where the Design Professionel is paRy thereto. 33.8 Providing savices in addition to those roquirad by Article 2 for prepering documents for al0emate, separate or saquential bids or providing services in connedion • with bidding or construction prior to tha completian ofthe Construction Documents Pha.ve. 33.9 Notwithstanding anything contained in the Agreement, Proposal or these General Condidons W the contrary, all savices describod in this Article 3 that erc' csusad or neeessimted in whole or in pert due to the negligent act or omission of the Dcsign Professional shell be perfamed by the Design Professional av a paR of the Basic Services under 1he Agreement with no edditional compensation above and beyond the comper�vetion due the Desi� Professionel for the Basic Services. 'Ihe intervening or caiwrrent negligence of the Owner shall not limit the Dcsign Profcssional's oblip�tians under this Subsection 33.9. 3.4 OPTIOIYAL ADDITIONAL SERV ICES 3.4.1 Providing finencial feasibility or other special sndies. 3.4.2 Providing planning surveys, site evaluationc or comparative sludies of prospactive sites. 3.4.3 Providing special surveys, environmental sludies and submissions required fw apptovals of govemmental aulhorities or others heving jurisdiction over the Project. 3.4.4 Providing services rdative to fulure facilities, systems and equipment. 3.4.3 Providing services W investiBate existing conditions or Ea�ilities or to meke measured drawings thereof. 3.4.6 Providing services to verify the eccuracy of drawings or other information fiunished by the Owner. 3.4.7 Pmviding coordination ofconstruction performed by sep�►ate contractots or by the Owne�s own forces and coordination of services required in connection with construction performed and equipment supplied by the Owner. 3.4.8 Providing delailed quenbty surveys or invenWries of material, equipment and lebor. 3.4.9 Providing analyses of operating and maintenarice cosb. 3.4.10 Making investi�tions, inventories of materials or equipment, or valuations end defailed appraisels oFexisting Facilities. 3.4.12 Providing assistance in the utili�tion of equipment or syste�ns such as testing, edjusting and belancing, preparation of operation and maintenence manuals, training pusonnel for operation and maintenance and consulfation during operation. 3.4.13 Providing interior design end similar services required for or in wnnection wid� the selectio►� procurement or installetion of fumiture, fumishings and related equipment. 3.4.14 Providing services other than as provided in Section 2.6.4, after issuence to the Owner of the finel Certificete for Payment and expiration of the Wananty period of the Contrect for Construction. 3.4.15 Providing services ofconsultants for other than architeclwel, civil, suuaurel, mechanical and electrical enginaering portions of the Project provided as a part of Basic Services. 3.4.16 Providing any other services not othenvise included in this Agrcement or not customarily fumished in acco�dance with gene�ally accepted a�hitectural piactice. 3.4.17 Prepering a set of nproducible record drnwingc in addition W those required by Subsection 2.6.19, showing significant changes in the work made during eon- shuction based on marked-up prinls, dmwings and other dam fumished by the Con�actor to the Design Profcesionel. � 3.4.18 Notwithstending enything contained in the Agreement, Proposal or these Genuel Conditions to Ihe conUary, all services describad in this Acticla 31tmt are causad or necessileted in whole or in pert due to the negligent ect or omission of tha Desi� Professionel shall be perfomiad by the Design Professionel as e part of the Ba4ic Services under ihe Ageement with no edditional compensation above and beyond the comp�sation due the Design Professiaml for the Besic Servioes_ "Ihe intervening or concwrent negligence ofthe Uvner shall not limit the Desipi Professional's obligations under this Subsection 3.4.18. ARTICLE 4 OWNER'S RESPONSIBILITIES 4.1 The Owner shall consuk wifh the Design Professional regerding requiremenfs for the Projact, including (I ) the Owne�s objactives, (2) schedule and design aonstraints end criteiie, including spece requiremantv end nletia�ships, flexibility. expendebility, speciel equipment, systuns and sita requirements, as more speci- fically described in Subsection 2.2.1. 4.2 'I}ie Owner shall establish and update an overall budget for the Project, including the ConsWction Cost, the Ownels olher cosb ar�d re�onable co�rtingencies releted to all of Ihese c�ts. 43 If requested by the Desi� I'rofe�sional, the Owner shall fumish evidence thet firrenciel anangements have baen mede W fulfill the Owr�s obli�tions under this Agreement Page 4 of 8 H:�Misc�Blank Forms\GEWERAL CONDITIONSARCHI'IECT-ENGINEER Revised 052209.doc Revised 5-30.02 4.4 'ihe Ovmer shall designate a representative authorized to act on the Owna's behel f with respect to the Project. 'Ihe Owner or such authorizad representetive shell render decisions in a timely menner pertaining to documents submitted by tlte Design Professional in o�der to avoid unreesoneble delay in the orderly end sequential pro�acs of the Design Professionel's services. 4.5 Where applicable, rhe Owner shall fumis�h su�veys describing physical cheiactteristics, leppl limitetions end utility locations for the site of the Projad, and a written lepsl description of the site. 'ihe surveys and legal infortnetion sh�ll include, as applicable, grades end lines of streels, alleys, pavements end adjoining property and structures; edjacent draineg� rig�tso�way, restrictions, eavements, encroed�men�, zoning deed restrictions, boundaries and contours of the site; Iocatiorev, dimensiore and necessery dete perteining to exisling buildingc, dher improvemerts and trau�; and information conceming available uNlity services and IirKS, both publie azd privete, ebove and below grade, including inveRc end deptlu. All the infametion on the survey �all be referencad to a project benchmazk. 4.6 Where applicable, the Owner shall fumisfi the se�vices of geotechnical engineers when such services ere Rquested by the Design Professionel. Such servioas may include but are not limited to test borings, test pits, detertnintions of soil bearing values, percolation tests, evaluations of he�ardous meterisls, gowd comosion and ie- sistivity tests, including necessery operations for anicipating sub-sal conditions, with re�orts and appropriete professlonel recommendalions. 4.6.1 'Ihe Owner shall fumish the savices of otha consulfants when such savices are reesonably requirod by the scope of the Project and ero roqu�ted by the Design Professionel end are not rdeined by fhe Design Professional es part of its Basic Services or Additional Services. 1.7 When not a part of the Additional Services, the Owner shall 1Lmish structural, mechanical, chemical, sir and water pollution teal.s, te�s of ha�dous materiels, and other labaatory end envimnmental tesls, inspections and repoRs roquirod by Iaw orthe ConUact Documents. 4.8 The Owner shall fumish all legel, accowting and insurance counseling services as may be necessary et any time for the Project, including audiHng services the Owner mey require to verify the Co�roactors Applications for Payment or to avicertain how or for whet purposes the Contractor hav used the money paid by or on behalf of the Owner. 4.9 'ffie scYVices, informazion, surveys and reports required by Owner under Sections 4.5 through 4.8 shall be flunished at the Ovmers exper�se, end the Desi� Professiormi shall be entitled to roly upon ihe accwacy and completen�ss fhereof in the absence ofany negligence on the paR of the Design Professional. 4.10 'ihe Owner shall give prompt written notice to fhe Design Professional if the Owner becomes awere of any fault or defect in fhe Project or nonconforniance with the Contiact Doaenents. 4.11 Desig� Professional shall propose languege for certificatas or certifications to be requested of the Design Professional or Design Professionel's consultants and shall submit such to the Owner for review and approval at least fourteen (14) days prior to execution. The Owner agroes not to request certifications thet would require knowledge or services beyond the scope of the Agreement. ARTICLE S CONSfRUCTION C06T 5.1 COIYSTRUCfION COST DEFINED 5.1.1 'Ihe Construction Cost shall be the total cost or estimeted cost to the Ow��er ofell element� of the Projact desig�d or spacified by the Design ProFessionel. 5.1.2 The Construction Cost shall include the cost at curtent mazket retes of labor and materials fiunishad by the Owner and equipment desig�ed, spacified, selected or spacielly provided for by tha Desiga Professional, plus s reasoneble allowance for the Contractors overfKad and profit. In addition, a reasoneble allowance fior con- tingencies shall be included for mazket condilions at the time of bidding end for changes in the worlc during cor►struction. 5.1.3 Conswetion Cost does not include the comperaation of the Design Professional and Design Professional's consultentv, the cosfs of the land, rights-of-way, finencing or othercosls which are the responsibility of the Owner es provided in Article 4. 5.2 RESPONSIBILI7'Y FOR CONSTRUCTIOIY CObT 5.21 Evaluations of the Owners Project budget, preliminary estimates of Conslruction Cost and detailed estimates of ConsWclion Cost preperad by the Design Professional represent the Design Profes4ional's best judgment a9 a design proficesionel familier with the conshudion industry. It is recognized, however, ttiet neither the Desig� Professionel nor the Owner hac wnlrol over the cost of labor, malerials a equipment, over the Contractors methods of detertnining bid prices, or over competitive bidding or maricet conditians. Accadingly, the Design Professional cannot and does not wartant or represent thet bids or cost proposals will not vary from the Ownets Project budget or from any estimate ofConstruction Cost orevaluation prepered a agrced W by the Desi� Professiorml. 5.22 No tixed limit of Construction Cost shall be established ac a condidon of the Agnoement by the fumi�ing, proposal or establishmatt of a Project budeet, unless such fixed limit hav ban agrced upon in writing and si�ad by the parties therieto. Ifsuch a fixed limit has betn establisiKd, the Desi� Professional shall be pamittad to include contingencies for design, bidding end price escaletion, to detertnine what meterials, equipment, component systems and typ� of construction are to be induded in the Contract Docurt�its, to meke rcasorreble adjustrn�ls in Ihe scope of U�e Project and to include in the Conhact Documents alterrwte bids to adjust the Construction Cost to Ihe fixad limit Fixed limits, if arry, shall be increa,sed in the amount ofan inerea9e in tha Contract Sum oceurting efter execution of the Contract for Constmction. 5.2.3 If the Procurement Phase has no1 commenced within 90 days after the Design Professional submitc the Constniction Documents W the Owner, arry Project budget or fixed limit of Conshuction Coat shall be adjusted to �eFlect changes in the general level of prices in the construction indushy between the dete of submission of the Construcdon Documents to the Owner and the dete on whieh proposals are soupht ARTICLE 6 OW NERSFi� AND USE OF DOCUMENTS 6.l The Drawings, Speci6cstions and other dawnents prepared by the Desig� Pmfessionel for diis Project ere instrumenu of the Desig► Professional's service and shall bacome the property of the Owner upon terminetion or completion of the Ag�eexn�G ihe Design Professionel is enlitled to retain copies of all such dacumrnts. Sueh documents are intended only be applicable to this Projea, and Ownu's use of such documents in other projxts shell be at Owner's sole risk and expense. In the event the Owner uses eny of lhe infamation or materiels developed pursuent to the A�ednent in anoth� project or for other pucposes tl�an are specified in the A�eement, the Design Professional is rdaesed fran eny end ell liebility releting to the'v use in that projact Page 5 of 8 H:1Misc�Blenk Forms\GENERAL CONDITIONS-ARCH17'ECT-ENGINEER Revised 052209.doc Revised 5-30-02 6.2 Submission or dislribution of documents W mcet official regulatory requiretnents or for similar puryoses in connaction with the Project is not to be consWed as publicetion in dero�tion of the Design Professional's reserved rights. ARTICLE 7 TERMINATION, SU3PENSIOIV OR ABANDONMENT 7.1 The Design Professionel may terminete the Ag�eement upon not les+ than thirty deys writtea notice should the O�ma feil substaruially to perform in acco�dana with the tams of the Ag[eement through no fault of tha Desigp Profrssionel. Owner may terminete the Agreanent or any phese thereof with or without caiue �on thiny (30) days prior written notice to the Design Profeasional. All worlc and labor being pafamed unda the Agnxment shall cease immediately upon Design Professional's roceipt of such notice. Before the end of fhe thirty (30) day paiod, Dasi� Professianal shall invoice the Owner for all worlc it setisfactorily perfortned prior to the receipt of such notice. No emount shall be due for lost or anticipated profits. All plens, field surveys, and olher data related to the Projecx sfiall becoma property of the Owner upon terminauon of the Agreerrient and shall be prompNy delivered to the Ownw in a reasonebly organized fortn. Should Owner subsequenUy contract with a new Desi�n Professimial for oontinuetion of services on the Project, Design Professional shell cooperate in p�oviding informatio� 7.2 If lhe Project is suspended by the Owner for more than 30 conseaitive days, the Desipp Professional shall be compensated for services setisfactorily perFortned prior to notia of such suspension. When the Project is resumed, the Design Pmfeasiaiel's compensalion shall be equitably adjusted to provide for experues incurred in the irrtertuption end resumption of the Design Professional's services. 7.3 'ihe Agreement may be terminated by the Owna upon not less then seven days wriUen notice to die Design Professional in the event thet the Roject is permanently abandoned. [f the Project is abendoned by the Owner for more then 90 consecutive days, the Design Profeasional or the Ovmer may terminate the Agreernmt by giving written notice. 7.4 Failure of the Owner to make payments to the Design E'rofessional for work setisfactorily completed in eccordence with the Agreement shall be considered subslantial noo- pedormence and cause for termination. 7.5 lf the Owner feils to make payment to Design Professional within thirty (30) days of receipt of e statement for services properly end satisfactorily performed, lhe Design Pmfessional may, upon seven days written notice ro the Owner, suvpend performenca of services under the Agreement. 7.6 In the event of terminetion not the fault of the Design Prof�siaiel, the Design Professional shall be compensated for services properly and satisfactorily performed prior to [ermination. ARTICLE 8 PAYMENTS TO THE DESIGN PROFESSIONAL 8.1 DIItECT PERSONNEL EXPEIYSE S.LI Direct Petsonnel Expensc is defined as fhe direct salaries of the Design Professional's personnel en�ged on the Projed and the poAion of fhe e�sl of their mudatory and cuctomary contributions and benefils relete� thereto, such as employment texes and other smtutory employee benefits, insurance, sick leave, holidays, vacations, pensions and similer contributions arid benefits. 8.2 REIMBURSABLE EXPENSES 8.2,1 Reimburssble Expenses are in addition to compensation for Basic and Additional Services and include expenses iocurred by the Design Professional end Design Professionel's anployces and consultants in the interest of the Projoct, ag identified in the fdlowing Clauses. 8.2.1.1 Expense of hansporiation in connxtion with the Project; expenses in connection with authorized outof-town travel; longdismnce communications; and fces paid for securing approval of authorities having jurisdiction over ihe Project. 8.2.1.Z Expense of reproduction9 (except tl�e reproduction of the sets of documents roferenced in Subsection 2.6.19� postage and handling of Drawings, Specifications and other documents. 8.2.1.3 If authorized in advance by the Ovmer, expense of overtime work requiring higher then regular �ates. 8.2.1.4 Expense of renderings, models and mock-ups requested by the O�mer. 8.2.1,5 Expense ofcomputer-aided desip� and d�aRing equipment time when used in connection with the Project. 8.2.1.6 Other expenses that are approved in advance in wridng by the Owner. 8.3 PAYMENTS ON ACCOUNI' OF BAS[C SERVICES 8.3.1 Payments for Bavic Services shall be made monthly and, where applicable, shall be in pmportion to services perfomied within each phase of service, on Ihe basis set fath in Section 2 of the Agrcement and the schedule of wak. 8.3.2 If and ro the extent that the time initielly eslaMished in the A�nent is exceeded or extended through no feult of the Design Professional, compensatan for any spvices �enderod during the additionel period oftime shall be computed in the maru�er set Forth in Section 2 of the Agreunent 8.3.3 When oompensnNon is based on a percentage of ConsGuction Cost and any portions of the Project ere deleDad or otherwise not constructed, wmper�sation for those portioru of the Project shall be peyable to d�e extent services are perfortned on thasa poitiore, in acco�dance with tha schedule set forth in Seqion 2 of the Agreement based on (l) the lowest bona 6de bid or (2) if no such bid or pmposal is received, the most re�enl preliminary estimate ofConstntctiat Cast or detailed estimete of Construction Cost for such portions of the Project 8.4 PAYMENI'S OlY ACCOUKf OF ADD1TlONAL SERVICFS Page 6 of 8 H:Vvtisc�Blank Forms\GENERAL CONDIT[ONS-ARCHI7ECT-ENGINEER Revised 0527A9.doc Revised 5-30-02 8A.1 Payments on account of the Design Profissional's Additionel Services and for Reimbwseble Expenses shall be made monthly within 30 days atter the presenfation to the Owner of the Design Professional's slatement of services rendered or expenvcv incwred. 8.3 PAVMEIYI'3 W ITHF�LD No deductions shell be made from the Design Profes9ional's compensation on aceount of paialry, liquidatad damages or otha sums withheld from payments to convactms, or on eccowt of the cost of chenges in the wnrk od�er Ihen tl�ose for which the Desi� Professional is responsible, ARTICLE 9 INDEMNITY 9.l The Dasign Professional shall indemnify end save and hold harmless the Owner and its officers, egenls, and employees irom end egainst any and all liabiliry, cleims, demands, damages, losses, and expenses, including, but not limited to court cosls and reavonable attomey fees incurred by the Ovmer, end including, without limitation, demages for bodily and personal injury, death end property damage, resulting from the negligent acts or omissions of lhe Design Professional or its oflicers, shareholders, agents, or employees in the performsnce of the Agreement. 9.2 Nothing herein shall be construed to create a liability to any person who is not a pazty to the Agraement, a�d nothing hercin shell waive any of the parties' detanses, both at law or equity, to any claim, csuse of action, or liligation filed by anyone not a p�rty to the Agreement, including the defense of govemmental immunity, which defenses ere hereby expressly reserved. ARTICLE 101NSURANCE During the performance of the Services under the Agreement, Design Professionel shall maintain �he following insurance with an insurence company licensed or uuthorized to do business in the Stete of Texas by the Stete Insurance Commission or any successor agency that hes a rating with Best Rate Cartiers of at least en A- or above: 10.1 Comprehensive General Liability Insurence with bodily injury limits of not less than 51,000,000 for each accurrence and not less then $2,000,000 in the aggregate, and with property damage limits of not less than $]00,000 for each occurrence and not less than S2S0,000 in the eggregate. 10.2 Automobile Liability Insurance with bodily injury limits of not lesg thsn 5500,000 for each person end not less than SS00,000 for each eccident, and with property demage limits of not less than SI OO,WO for each accident. 10.3 Worker's Compensetion insurence in accordance with statutory requirements, and Employers' Liability fnsurance with limits of not less than $100,000 for each accident including occupational disease. 10.4 Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate. 10.5 The Design Professionel shall fumish inswance certificstcs or insurance policies to the Owner evidencing inswance in compl iance with fhis Article 10 at the time of the execution of the Agreement "Rie Generel Liability and Automobile Liebility insurance policies shall name the Owna as an additional insured, the Workas' Compensation policy shall contain a weiver of subrogation in favor of the Owner, and esch policy shall contain a provision that such insurance shall not be canceled or modified without thirty (30) days' prior writt� notice to Owner and Design Professional. In such event, the Design Professional shall, prior to the effective dete of the chenge or cancellation, fumish Owner with substitute certificates of insurance meeting the requiremenfs of this Article ] 0. ARTICLE 11 MISCELLANEOUS PROVISIOKS 11.1 71�e Agreement shall be govemed by the laws of the Stata of Texas. Venue of any suit or cause of ection under the Agrcement shall lie exclusively in Denton Cowry, Texas. 11.2 The Owner and Design Professional, respectively, bind themselves, their partners, successors, assi�s end legel repr�.senmtives to the other party to this A�eement end to the partners, suocessors, assigns and legal representetives of such other party with respect to all covenantc of this Agcement. The Design Professional shell not assign its interests in the Agrezment without the written consent of the Owner. i1.3 '[he term Agreement as used herein includes the executed Agreement, the Proposel, these Genaal Conditions and other atmchmenks referenced in Saction 3 of the Agreement which together represent the entire and inte�ated agreemenl between the Ovmer and Design Professional and supersedes all prior negotialions, represenmtions or egreements, either written or oral. The Ag�eement may be emended only by written insbument signed by both Uvner and Design Professionel. When interpreting tha Agreement the executed Agreement, Proposal, these General Condilions and tha other attachments referenced in Section 3 of The Agreement shall to the extent that is reasonably possible be read so as to hertnoniu the provisions. However, should the provisions of these documents be in conflict so that they can not be rmsonably hertnonized, such documentv shell be �ven priority in the folbwing ord� 1. The executed Agt�eema�t 2. Apachmaits �ferenced in 5ection 3 of the Ag�eement other than the Proposal 3. �These Genual Provisions 4. "Ilie Proposal 11.4 Nothing conmined in the Agreement shsll create a conhactual r�elationship with or a cause of action in favor of a third party ageinst either Ihe Owner or Design Professional. 11.5 Upon raceipt of prior written approvs� cat�i)svra€x, �hs I�a�#gar k�rcrf�xisrig�sl slu�il h�v�; �ha right to include rcprescntatlons of the design of the Projac� including photo�aphs of the exterior and interiw, among lhe L�esi�a� Prr��i^�aaatra�9'� �r�r�r�rzl��a� are�d �rr�rf�ional materials. 'Ihe Dcsign Prof�ssional's malerials shall not include the Ownw's confidentiel or proprie�ry infomietion if the Ovmer hac previously edvisad the Design Professiorral in writing of the speeific information eonsidered by the Ovmer to be confi- denlial or propri�ary. 71ie Ownu shall provide professiorrel credit fa the Desi� Professional on Ihe consWction si�t and in the promotional meterials for the Projact 11.6 Approval by the Owna shell not constitute, nor be deemed a releasa of the responsibility and liability of the Design Professional, iLS employees, easociates, agents, subcontractors, and subconsultents for the accu�acy and competency of their designs or other worlc; nor shall such approval be deemed to be an assumption of such responsibilily by lhe Owner for any defect in the desi� or other work prepared by the Design Professional, its employees, subcontractors, agents, and consultents. Page 7 of 8 H:Vvlisc�Blank FormsIGENERAL CONDITfONS-ARCHII'ECT-ENGINEER Revised 052209.doc Revised 5-30-02 11.7 All notices, communications, and reports raquired or permitted under the Agrcement shall be persanelly delivered or mailed w tha rospective perties by depositing same in the United States mail to the address shown below signaturo block on the Agreement, certified meil, retum �eceipt rcquested, unless dherwise speciAed herein. All noticw shall be deemed effective upon receipt by the peAy to whom such notice is given, or within three (3) days after mailing. 11.8 If any provision of the Agreement is found or deemed by e court of competent jurisdiction to be invalid or unenforceable, it shell be considered severeble from the remeinder of the Agreement and shall not ceuse the remeinder to be invalid or unenforc.�able. [n such event, the perties shell reform the AgroaneN W replace such stricken provision with a velid and enforceable provision which comes a9 close as possible to expressing the intention of the stricken provision. 11.9 The Design Professional shall comply with all 8oderal, state, and Iceal laws, rules, regulations, and ordinances appliceble to the woric cove�ed hereunder as they may now read or hereinafter be amended during the tertn of this Agreement. 11.10 ln performing the Services required hereunder, the Design Professional shall not discriminate egainst any person on the besis of race, color, religion, sex, netional origin or anceshy, age, or physical hendicap. I1.11 The ceptions of the Agreement are for informetional purposes only, and shell not in eny way af%ct the substantive terms or conditions of the Agreement. Page 8 of S H:1Misc�Blank Forms\GENERAL CONDITIONS-ARCH17'ECT-ENGINEER Revised 052209.doc Revised 5-30-02 ATTACH M E NT 'A' SCOPE OF BASIC SERVICES The scope of Basic Services for this project generally consists of professional surveying services in support of the City of Denton (Owner) as administered by the City of Denton Utility and CIP Engineering department. Services will be on an indefinite delivery basis for specific tasks or projects as requested by City staff. The total amount of work is undetermined and may be limited by the total maximum compensation indicated in Section 2, Compensation, of the Professional Services Agreement. Specific tasks may include the following: • Construction staking • Field design surveys • Topographic surveys • Boundary surveys and analysis • Preparation of easement or right-of-way exhibits • GPS monument placement • Other professional surveying services as requested All survey services will be performed under the direct supervision of a Registered Professional Land Surveyor (RPLS) licensed to practice in the State of Texas. The Design Professional will seal all boundary surveys and other documents requiring the seal of an RPLS. All surveying services will meet or exceed the minimum standards of practice established by the Texas Board of Professional Land Surveyors. In addition to field crew(s), the Design Professional will provide the services of an RPLS and/or survey technician to support the field crew, both to prepare materials prior to field work and to compile, analyze or map the information gathered by the field crew or to otherwise prepare the work of the field crew for delivery to the Owner. PROCEDURE A representative of the Owner will provide the Design Professional with a written Survey Request Form. This request will provide a minimum of forty-eight (48) hours notice of the need for specific services and will outline briefly the nature of the work to be provided along with the necessary timeline. If the Design Professional is unable to meet the required schedule, he will notify the Owner within twenty-four (24) hours so that other provisions or a revised schedule can be arranged. Once the Design Professional has reviewed the preliminary information provided with the Survey Request Form and has agreed to accept the specific assignment as detailed, the Owner will provide detailed information, including written instructions, construction plans or drawings, deeds, sketches, electronic drawing files, or any other information necessary to complete the assignment. Upon review of the detailed information, the Design Professional will provide an estimate of the effort and/or cost of services to the Owner's designated representative. Upon completion of the work, the Design Professional will provide electronic files, plots, maps, exhibits, field notes, point files, and/or other materials as requested by the Owner. Deliverables will be produced and transmitted to the Owner using standards established and set forth by the City of Denton Utility and CIP Engineering department. Attachment A — Page 1 ATTACHMENT `B' SCHEDULE OF FEES A. BASIC SERVICES: For work performed by the Design Professional within the scope identified in Attachment A, Scope of Basic Services, the Design Professional will be reimbursed as described below: 1. Labor Design Professional shall be reimbursed on the basis of negotiated fees for each item of service provided, as mutually agreed to by the Design Professional and the Owner, or on the basis of labor or personnel employed by the Design Professional on an hourly basis in accordance with ATTACHMENT 'C', Standard Rate Schedule for Reimbursable/Multiplier Contracts. 2. Direct Expenses Direct expenses, such printing, reproductions, delivery/courier services, etc., will be reimbursed to the Design Professional at his direct invoice expense times a multiplier as set forth in ATTACHMENT 'C'. Where appropriate, a not-to-exceed amount will be established and agreed to for each item of services provided. Attachment B — Page 1 Attachment `C' TEAGUE NALL AND PERKINS, INC. City of Denton Indefinite Delivery Survey Contract 2014 Survevina Hourly Rate Principal $170 - $230 Per Hour Survey Manager $155 Per Hour Registered Professional Land Surveyor $140 Per Hour S.I.T. / Senior Survey Technician $95 Per Hour Survey Technician $85 Per Hour 1-Person Field Crew w/Equipment*" $110 Per Hour 2-Person Field Crew w/Equipment''* $125 Per Hour 3-Person Field Crew w/EquipmenY`* $145 Per Hour 4-Person Field Crew w/Equipment"* $165 Per Hour Flagger $40 Per Hour Abstractor (Property Deed Research) $85 Per Hour Clerical $50 Per Hour Subsurtace Utilitv Enaineer�na Hourlv Rate _ SUE Engineer $160 Sr. Utility Location Specialist $ 95 Utility Location Technician $ 75 1-Person Designator Crew w/Equipment $115 2-Person Designator Crew w/Equipment $135 2-Person Vacuum Excavator Crew w/Equipment $250 (Travel and Stand-by) SUE QL-A Test Hole (0 < 4 ft)*""* $900 per hole SUE QL-A Test Hole (>4 < 6 ft)'"'"* $1,100 per hole SUE QL-A Test Hole (>6 < 8 ft)""* $1,310 per hole SUE QL-A Test Hole (>8 < 10ft)*"`" $1,530 per hole SUE QL-A Test Hole (>10 < 12ft)*** $1,770 per hole SUE QL-A Test Hole (>12 < 14ft)"*" $2,000 per hole 11i�ar_+ Cncf Raimh���cahlac Photocopies, Scans & PDF Files: $0.10/page letter and legal size bond paper, B&W $0.20/page 11" x 17" size bond paper, B&W $1.00/page letter, legal and 11" x 17" size bond paper, color $2.00/page 22" x 34" and larger bond paper or vellum, B&W $4.00/page 22" x 34" and larger bond paper or vellum, color Plots: $1.00/page 11" x 17" size bond paper, B&W $2.00/page 11" x 17" size bond paper, color $4.00/page 22" x 34" and larger bond paper or vellum, B&W $6.00/page 22" x 34" and larger bond paper or vellum, color $6.00/page 22" x 34" and larger mylar or acetate, B&W Mileage $0.55/mile All Subcontracted and outsourced services shall be billed at rates comparable to TNP's billing rates shown above. " Rates shown are for calendar year 2012 and are subjecf to change in subsequent years. "" Equipment includes Truck, ATV, Robotic Total Station, GPS Units and Digital Level. '`'`" Pricing includes 2-Person crew, designating for excavation, vehicle costs, and field supplies. DocuSign Envelope ID: 78D23BC6-D4F8-4A59-8E46-A4BAB4EA395F THE STATE OF TEXAS § § COUNTY OF DENTON § SECOND AMENDMENT TO CONTRACT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND TEAGUE NALL AND PERKINS \[RFP NO. 5597\] THIS SECOND AMENDMENT TO CONTRACT 5597 by and between the City of Denton, and Professional); The CITY deems it necessary to further expand the services provided by DESIGN PROFESSIONAL to the CITY; NOW THEREFORE, Section 2.1.1COMPENSATION-BASIC SERVICES of the Agreement is hereby amended to read as follows: For Basic Services the total compensation shall not exceed $680,000 without additional authorization from the Owner All other provisions of the contract 5597, as heretofore amended, remain in full force and effect. IN WITNESS WHEREOF, the CITY and the DESIGN PROFESSIONAL, have each executed this Amendment, by and through their respective duly authorized representatives and officers on this date_______________________________. RFP 5597 Amendment #2 Page 1 of 2 DocuSign Envelope ID: 78D23BC6-D4F8-4A59-8E46-A4BAB4EA395F CITY OF DENTON, TEXAS A Texas Municipal Corporation By: __________________________________ Howard Martin City Manager ATTEST: JENNIFER WALTERS, CITY SECRETARY By: __________________________________ APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: ___________________________________ DESIGN PROFESSIONAL Teague Nall and Perkins By: _________________________________ AUTHORIZED SIGNATURE, TITLE RFP 5597 Amendment #2 Page 2 of 2 Certificate Of Completion Envelope Id: 78D23BC6D4F84A598E46A4BAB4EA395FStatus: Completed Subject: ****City Manager Approval ******Docusign Item 5597 Add 2 Source Envelope: Document Pages: 3Signatures: 4Envelope Originator: Certificate Pages: 6Initials: 0Karen E. Smith AutoNav: Enabledkaren.smith@cityofdenton.com EnvelopeId Stamping: EnabledIP Address: 129.120.6.150 Time Zone: (UTC-06:00) Central Time (US & Canada) Record Tracking Status: OriginalHolder: Karen E. SmithLocation: DocuSign 9/19/2016 8:41:39 AM karen.smith@cityofdenton.com Signer EventsSignatureTimestamp Karen E. SmithSent: 9/19/2016 9:03:13 AM Completed karen.smith@cityofdenton.comViewed: 9/19/2016 9:03:27 AM Assistant Purchasing ManagerSigned: 9/19/2016 9:03:48 AM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Gary L. VickerySent: 9/19/2016 9:03:49 AM GVickery@TNPINC.comViewed: 9/19/2016 9:21:56 AM PrincipalSigned: 9/19/2016 9:32:35 AM Security Level: Email, Account Authentication Using IP Address: 71.123.192.18 (Optional) Electronic Record and Signature Disclosure: Accepted: 9/19/2016 9:21:56 AM ID: a3e300a9-e754-46f6-8acf-38f8889b74db John KnightSent: 9/19/2016 9:32:36 AM john.knight@cityofdenton.comViewed: 9/19/2016 1:47:17 PM Deputy City AttorneySigned: 9/19/2016 1:47:31 PM City of Denton Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Howard MartinSent: 9/19/2016 1:47:33 PM howard.martin@cityofdenton.comViewed: 9/22/2016 1:02:33 PM Interim City ManagerSigned: 9/22/2016 1:29:13 PM City of Denton Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Signer EventsSignatureTimestamp Jennifer WaltersSent: 9/22/2016 1:29:15 PM jennifer.walters@cityofdenton.comViewed: 9/26/2016 4:36:54 PM City SecretarySigned: 9/26/2016 4:37:22 PM City of Denton Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: In Person Signer EventsSignatureTimestamp Editor Delivery EventsStatusTimestamp Agent Delivery EventsStatusTimestamp Intermediary Delivery EventsStatusTimestamp Certified Delivery EventsStatusTimestamp Carbon Copy EventsStatusTimestamp Sherri ThurmanSent: 9/19/2016 9:32:36 AM sherri.thurman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Robin FoxSent: 9/19/2016 1:47:33 PM Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 10/9/2015 1:39:51 PM ID: 04463961-03db-4c4d-9228-d660d6146ed6 Jane RichardsonSent: 9/26/2016 4:37:23 PM jane.richardson@cityofdenton.comViewed: 9/27/2016 8:55:11 AM Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jennifer BridgesSent: 9/26/2016 4:37:23 PM jennifer.bridges@cityofdenton.com Procurement Assistant City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Julia WinkleySent: 9/26/2016 4:37:23 PM julia.Winkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Carbon Copy EventsStatusTimestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Frank PayneSent: 9/26/2016 4:37:23 PM Frank.payne@cityofdenton.comViewed: 9/27/2016 8:26:19 AM Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Notary EventsTimestamp Envelope Summary EventsStatusTimestamps Envelope SentHashed/Encrypted9/26/2016 4:37:23 PM Certified DeliveredSecurity Checked9/26/2016 4:37:23 PM Signing CompleteSecurity Checked9/26/2016 4:37:23 PM CompletedSecurity Checked9/26/2016 4:37:23 PM Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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