2014-293
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FirsAmendmenttoContractɋcopyisattached04/05/17JR
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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 ta 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,
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SECTION 1. The City Manager is hereby authorized to enter into a professional service
contract with CP&Y, Inc, to provide professional engineering and consulting services for the City of
Dentan Landfill, a copy af which is attached hereto and incorporated by reference herein.
SECTION 2. The City Manager is authorized to expend funds as required by the attached
contract.
SECTION 3. The City Council of the City of Denton, Texas hereby expressly delegates the
authority to take any actions that may be required or permitted to be perfarmed by the City of Denton
under File 5625 to the City Manager of the City of Denton, Texas, ar 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 ��o�� _ day of �� �� kr���'�����,���`�`' ��. _,���14.
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C' 1 I[� I S WA I[;S, MAYOR
THE STATE OF TEXAS )
1
COUNTY OF DENTON )
PROFESSIONAL SERVICES AGREEMENT FOR ENGINEERING FIRM
FiLE 5625
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��y �eat�tl hvt�e���;�i7 (l�� �`i1.y c�1' 17��Y1c�E�, ��'������. �� .i'�°�a�� r��tN��i�i���al �<��t���t�i����is���, r��ti.�� il� ����iwx�i���il
office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter c�lled
"Ownei" and the firm of CP&Y, Inc. (hereafter "CP&Y}, with it5 corporate oflice at 1820 Regal
Row, Suite 200, Dallas, Texas 75235, hereinlfter called "Design Professional," acting herein, by
and thi•ough their duly authorized representatives and officers.
In considet•ation of the covenants, promises and the agreements herein contained, the parties
hereto do mutually AGREE as follows:
SECTjON_ 1
EMPLOYMENT OF ENGINEERING AND DESIGN PROFESSIONAL
The Owner hereby conh•acts �vith the Design Professional, a licensed Texas engineering
firm, and planning consultant, as an independent contractor. The Design Professional hereby
agrees to pei°forin the seivices as described herein and in the Design Professional's Pi°oposal
dated August l, 20l 4, limited to those tasks described therein in Exhibit A—"Proposal for
Professional Seivices — General Engineering Services;" and the General Conditions made a part
hereof, and other attachments to this Agreement that are referenced herein, in connection with
the Projects.
SECTION 2
TERM OF AGREEMENT
Time is of the essence in this Agreement. Design Professian�.l shall begin vvork
immediately upon the issuance of a notice to proceed fi•om the Owner and shall complete all
work in a timely manner in accordance with the time allotted for each task as established by the
Genei•al Manager, Solid Waste Department and the Design Professional. All tasks ag•e to be
completed within the schedules established by the General Manager, Solid Waste Departrnent
and the Design Professional, unless the tirne foi• completion has been extended by the General
Manager, Solid Waste Department. This contract shall terminate three (3) years from contract
award as dated above.
PSA 5625 Page 1
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The O�vner shlll compens�te the Desib Professiona] 1s follows:
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3. ].1 For Basic Services the total compensation including reimbursable expenses shall be
not to exceed $450,000 based on the hoiirly rates Foi• se�-vices sho�vn in Exhibit "A"
and Section 3.2.1. Design Professional services shall be invoiced to the O�uner
monthly.
3.1,2 Pt°ogr°ess payments shall be paid to the Design Proiessional monthly far the Basic
Services invorced and satisfactorily completed.
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3.2.1 Cor�npensation for professiona] services is as follows per Exhibit "A" (through
December 31, 2015), and to be re-negotiated thel•eaCtel-,
Principal
Senior Associate Engineer
Senior Engineer
Project Engineer
Engineer in Training
Drafter/Techni ci an
ClericaUAdministrative
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3.2.2 Compensation for Additional Services of consultants, inchiding airy additioilal
structural, mechanical and electrica] engineering services shall be based on a
lnultiple of 1.0 times the amounts billed to the Design Pi°ofessional far such
�dditional services.
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City of Denton General Conditions to Agreement for Architectural ar Engineering
Services.
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PSA 5625 Page 2
These documents make up the "Agreernent documents" and what is called for by one shall be as
binding as if called for by all. I�� the event of an inconsistency or conflict in any of the provisions of
the Agreement documents, the inconsistency or conflict shall be resolved by giving precedence to
this Professional Se�vices Agreement for Engineering Firm, then to the Agt•eement docuinenls in
the order in which they are listed above.
This Agreernent is signed by the parties hereto effective as of the date first above written.
66O'(Z 1AT��97
VV I V
CTTY OF DENTON, TEXAS
A Texas Municipal Corporation
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By �� `� ,�u�; -... .
�T�C�R��E C= �.�l�il'[3�'ELL
CITY MANAGER
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY� _ ��`����'.� ��� �����.�-°������ �� �� �` �.. f•
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
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BY� �_ � .: ��,� �' 9 �,,.,.-�=
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"DESIGN AROFESSIONAL"
WITNESS;
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CP&Y, iNC.
A Texas Corporation
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PSA 5625 Pabe 3
CCT"1' OF DENTON
GENEI2AL �ONDITIQNS
TO
AG +EM�+NT P°C}R ARC IT�CTU L OR GNCII\T�� i'C: �S�RVIC�S
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I.I 'llie .Architect or Engineer's services consist of thase services f�r the Project (as deFined in the agreement (the "A�r�eemenf'} and propasr7l (the
"Proposal"} to whicl7 ti�e;e General Cor7ditions are �ttached) perfornled by the Arcl�rtect ar Enaineer (17ereinafter caffed the "desibi Professionril") ar
Desi�l Professional's emplayees a�sd consuliaiits as enurnerated 'v7 Artrcles 2 a�ld 3 of these Ge�7era1 Canditians as moclified by the Agreemerit a��d Proposal
(ttte "Service�''}.
2.2 The Desi4n Pi•afessionat �vitl per•farm �ll Services as an independent co�ieractor to the prevailing professia�ial standards consistent with the Ievel af c��e
and skill orclinarily exercised b}� members af the same pcafession cun•entl}> practicu7g v� tlae saane Ic�cality under siinil�r coi,ditians, including i•easoi�able,
t[ifQl7rie({ JLiC��777�I1TS �111j ]1IOTri�iC C1111eI}/ c�CCl0i1S (CI'18 "Degi°ee of Car°e"). 'I°he Seivices shall be pei°fainled as expeditiausly as is causisteiit with dre De�a°ee of
C�re necessa�y for tl7e orderly progress af the Project. Upon request of tIie O�uner, the Design Prafession�l slt�lt sLibmit for the Owner's approval a
scliedule for tlie pe'•forniance of the Sei•vices which may be ac[jt`sted as the Praject proceeds, and shall inclucte �lla�uances for periads of`time rec�uired for
the O�vner's review and for approvat af submissions by authorities Isaving jur'rsdiction aver t17e Project. Time lrtnits established by this scheduie aud
approved by the OtAn�er stiall nat, except for reasoiiable cause, be eYCeeded by t1�e Desigrt Professioa7al or O�v'ier, aiid arty adjust2neiits to tftis scliedule s17a11
be munially acceptable ta both pa�ties.
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2.1 BAS1C SER�j10ES DEFINEI� The Design ProfessioYtal's Basic Services cousist of tl�ose clescrived u7 Sections 2.2 tlu•augl� 2.G of these General
Coilditiorls and inclucle «ritliotit trnlitation normal struct�ic°a1, civil, meclianical and electrical en�iraeeri��� services atxd ariy ather engir'eeriitg services
necessary ta p'-oduce a complete and accur�rte set of Constntction Docurnents, 1s described by lttd rec�uis°ed u� Section 2.4. The B�sic Services may be
modifred by the A�reement.
2.2 SCII�MATTC D�SIGN Pf SE
2.2.1 The besign Professianal, in consttlt�tion with the (7w�ne`°, s0a11 develop a we�tten pi°ogi°vn for the Praject to ascertav7 (7wnec•'s needs and to
estlbtisl, the reqieyremeiats for the Project.
2.2.2 TI7e I7esign Professioi7nl stiall provide a prelitlainlry evalu�atiosz of the Owt�er°s pro�lm, corYStructiois sciiedule aiicl cottstntctiou budget
CeC]llHieITlelliS, eacli ui terms of tlte otiter, subject to the limitltioats set forth iit Subsection 5.2.1.
2.2.3 The Design Professional shall review with tlie Ow7�ei° attemative approaches ta design and consccuctian of the P[•ojecE.
2.2.4 Based an the irnitually agreed-upon program, schedule and constiliction budget reqttirements, the Design Professional shall prepare, for
lppro�-a1 by the Ownei•, Schematrc L?esign Docttrments consisting of draw'ings anc� ather docuiraents illitsErlting the sc11e and i•el�tionship af P`•oject
cc�mponents. Tf�e Schemltic Design sliall contenipinte conlpliance with �11 �pplicable 1aws, stat�'tes, ordinances, codes ;uad regu(ations.
2.2.5 Tl�e Design Prafessioaial sliall subtnit to tlse Owner 1 preliminary detliled estiinate of Cotastnlctiott Cost based on current area, voiurne or
atlier unit costs and whicb ialclicates the cost of each category of work ir'vol��ed 'ui constnictuig the Project and estabtishes an el�apsed time factor for
the pe`°iod af trme frorn the commencement ta the completion of constraction.
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2.3.2 The Design Prafessional shall advise the O�vner of any adjustments ta the preliminary estim�te of Construction Cost in a further Detailed
Stateinent �s described in Section 2.2.5.
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PSA 5625 Page 4
2.4.2 The Desi�i Profe�siUrir'I shr�ll a�;sist tl7e O�uner� in tl�e prep�tratior' of tlze necessary biddii,g ar pracurernertt i'ifonna9ioi}, biddrng or
procure'nent lortns. the CanditrUn� of tlle cantract, and the tom7 af.Abreey��ent 6etween tl7e d�vner r�nd �ontractor.
Z.�E.3 The I7esi�i Pr�fessional shall a�ivise t17z €?FVnzr of any �tcijustments to previaus preliniinvy estiinates af Constiuctian Cost iildicatzd by
chauges in iequi�-e�ne„ts ar ge'Seral n7arkLt conditioils.
2.4.4 7'he De�i�n YroFes�ianai shall assist the Owner• in cannection with the C7`vner°.s respon�ibility f'or tilin� ciocuments reqciBrect for the �ppro>;�I
of �.?avemmental �uttiorities l7avin� jurisdiction ot•er t11e Project.
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2.5.1 T1re Desi�i Professionat, following tlie Owner's approval af the Conshvction Docun�ents �nd of the tatest preliminary det�ited estimate of
CO11SfIttCi1011 COSTg shall assist the Ownei° iai procuring a constil'ctioi' conh°act Fai° the Pi•oject d7i•ough aa�y pt°octu°eme�lt rnetltod d7at is legally
�applicable to thc; P'°oject u7clttd'vzg tuitliottt limit�ttion, the competitive sealed bidd'u�g process. Atthough the Owi7er will considei° fl7e ndvice of t13e
Design Professional, the a�vaz•d of t1�e constnictian contract is in tlie sole discretion of the Owner.
2.5.2 if tlie consti-uc(ion contract arnount f'or tl�e Project exceeds the total constniction cast of the Project as set fartl� in t17e approved Detailed
Statemeut aFPi•abal>!e Coristnactiou Casts af the Project subnvtted by the Desigu Pr°ofessional, thev the Desimi Professioraal, at its sale cost aa'd
expense, 4vi11 revise Ule Consnuctian Documents as may be i°equii°ed by tke Ow7�ei• to a°educe or ri�odify the qit�ntity oi° quality of the work so that
the tatal cai7sriltctinii cost of the Pc°oject 4vi11 not exceed the tot�el constcuctiav cast set forth in the approved Detailed Statevlent of Pi•abnble
Constntctioil Costs.
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2.6.1 The Desigr� Prafessianal's respansibi(ity to provide Basic Seivices for the Corlstniction Phase uudei• ttvs Agreemeut conunences �vith the
avvai°d uP the Conti•act for° Cc�riscructian �i'd tetn7inites at t13e issuance ta the O«niei° of the finnl CertiFicate for Payinent, uilless eYteridect tiander t.11e
terms of SuUsection 8.3.2.
2.6.2 The Design PE•ofessionat shall provide det�iled administratian of the Conh•act far Conshuction as set forth helow. For design l�rofessionalss
the adilzinistration sh111 also be in accoi•dance wrth t1IA doct►ment A261, General Co�3ditio�is of the Contract foi• Constnictiay, c�u7•e�zt as of the
date of tlle Agi•eenlent as may be amended by the City of Denton special cunditious, uiiless otEterwise pa°ovided in the Agreenlent. Fo'° eii�uteers
tlSe aclnunistratioii slaafl also be in accordance with the Stlnd�u°d Specific�tioiis for PubEic Works Constttiictiatt by tl�e North Cei�tral Texas Coui�cil
of Govenuaients, currecit 1s af tlie date vF the Agreernent, unless othei�uise provided in ti}e Agreen�ent.
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2.6.4 The Design Professional sh�ell be a representative of 1nd shall advise and consult evith the OGVner (1} during constructian, and (2} at the
Owner°s di'-ection from tirne to time during tlle coirectron, or warranty peiiad described in the Conri-act fo�• Construction. The Design Professronal
sh�ll have authoriry to act on behlff af tlie Owner only to the extent provided in tl�e AF;reement and dlese General Conditians, unless otiierwise
inodified by �uritten itlsttvme�]t.
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PSA 5625 Page 5
2.6.8 Lixcept zis m�iy athcilvi;e be pravided in tl7e Cor�trrtct Dacuments or �vhen direCt cominunicatians Iror�ve been speci��lly authonzed. t17e O�vner
and Conir�iclor ahall c�mmunicrite ti�rouU17 the Design Profession<il. Communicati�ns by auid �vith tl7e Desi�i Pr�Fes�ianril'� consultanls Shflll be
thrc�ugh the Desigri I'rafessian�il.
2.6.9 Based oii the Dzsian ProfzssionaPs obszivations at tlle sitz of thz work and evaluatioiis of the Ccmtractor°S A�}3IIC�t10115 for Payment, thz
Desi�u Professioiial shall rcview aiid ceatify tlie aanaunts due t17e Cantractor.
2.6.10 7'I3e tlesig�i Professianal's cealificltian far payment shall constittite a representatian ta the Owner, b�sed on the Design PraFeSSie�nr7l 's obser-
vation� at the site as pravided in SUGSEC$1011 �.6.5 �nd on tlle d�ta caingrising the Contrxetar'S Agplication for Pa}nnent, lhat the evork has
pra�xessed to tl�e ps�int indica�ted �7nct that the q«ality of the Wark is in accordance with the Contrc�ct Documents. The ioregoin� i°epresentations a'•e
s«bject to mino'- cfeviations Irom tlle Conti°act Docurnents canectable prior to complefian and ta speciiic qualifications expressed Gy tl�e Desi�r
Prafessioiial. The issuance of a Cei�tificate for Payinent shlll fiu�l�er constittite a representation th�t the Conti•actor is eiititled to p�yment in tlie
a,llaunt ce`•titied. Ha��evei°, the issu�auce of a Certificate for Payment shali not be a i•epi°esentatiou that the Design Prafessional has (1} reviewed
canstiuctio�i means, methoe�s, tec}v�iques, sequenees or proeediu°es, ac° (2} ascertanled lzc��v crr far° what pucpose the Caite•actar tlns used n7aney
pi-c;viausly paid at �ccaw7t crf ttie Conh°act Sttm.
2.6.11 i'he Desi�, Protessioual s1i111 have the respar3sibiliry avd autharity to r°eject wo1•k vvlaich does riot corlfoni� to tlie Cautract I7ocumeiits.
1Uhenever the Desi�� Professioua[ cotlsiders it „ecess�ry or actvisable for ir11p1erueratatiou of the ultent of the Coutract Docirnients, the Desi�i
Professianai vvifl have authority to require adclitianal inspection or testulg of the `vork iri accordarrce witlt the pravisions of ttie Cotatract
Documents, vvlfetlaer or not such Work is fabi°icated, installed ar completed. Hawevei°, neitlaer t13is audioi°ity of the I7esigi3 Professianai noi° a
ciecision made in gooci flith eithe'• ta exercise a'° not exercise such luthoz'ity shall git°e a�ise to 1 dttty oi' s�esponsibility of the Design P'•afessional ta
t17e Contr•acta�•, Suhco�ztractors, mlterial 1nd equipment suppliers, tl7eir agei7ts ar employees ai• other pei•sons perfam�ing pa�tions af the �vork.
2.6.12 Tl7e Desib i Pi•oFessioual shall re�new attcl appruve or take othet° apprapriaie actior� upoti Contractar°s ssibinittals sLrch as Shvp Drawiiigs,
Procfuct Data ar,d Saiaiples far the purpuse of (1) cletenniiiir7g caiiiptiai�ce vvith appliclble lavvs, stat�ites, ordinartces avd codes; and (2) detei�aiiiniug
vvhethei• ar not the wark, �vlieia contpietecl, wili be rti cocup[iauce with the requirenleiits of the Curitract Docisnsents. The I}esign Pi•afessioual shall
act vvitl� sucl� reasaiilble prai�ipttfess to c�use no delny in the work or in the caiistniction of tlie Ownei• oi• of separate cantr�actors, while 1l[avving
sufficient time rn the L3esign Professionll°s profession�tl judgment to permit adequ<ite review. Revieu- of sttch subnuttals is'�at conducted for tfie
ptupose af determii3ing the lccurlcy and completeness of other det<iils such �as dimensions 2nd qtrantrties or fo'• subst�trltiating rilstnictians far
i»st111ation o'- peo-fom�ance of equipment or systems designed by the Contr°BCto'•, all of �vhrch i°em�in the i°espansibiliry of the Cont�°actor to the
extent required by the Contract Documents. The Design ProfessionaPs review shall not constifite approv�l of safety precnutions or, untess
ad7erwise specificaliy stated by the Desigtz Pre�fessianal, af constntctian nieans, methods, techniques, sequences or procedures. TEie Design
Pc-ofessional's approval of a specific itern sl,ali not snclicate approval of an lssembly of which tEie item is a companevt. When pi-ofessianal
certification of perforinance ch�r�cteristics of maEerials, systems or equipment is required by the Contrnct I7ocuinents, the Design Prafessional shall
Ge entitled to re4y upou such cei-tification to establish that the cilateri�ts, systems or equipment wilt ineet ttie perform�tnce criteril required by ttie
Contract Documei3ts.
2.6.13 The Design Profession�ti sh�til prepare Chinge Orders 1nd Canstrt`ctian Chlitge Dii°ectives, 4vith supporting document�ation ai3d d�ttn if
deemed necessaly by the Design Prafessian�tl �ts provided in Subsectsans 3.l .1 �nd 3.3.3, far the (74vnea°°s appravll 1nd execution in lccordance
vvitl� the Canta°act Docurnents, ancl may autharize rninar changes in the vvork not rnvolving an adJl�st��nent in the Cor7tract Sum ar 1n extension of the
Caritract Tin�e which are not uiconsistent with the intent af°the Contract Documents.
2.614 Oii belialf of the O�vner, d3e Design Professional shall conduet inspections ro determive die d�tes of Substanti�[ Campletion �nd Final
Campletion, �nd if a-ec�uested by the Owner shall issue Cea-t�ficltes of Substantial and F�t�11 Completion. The Desi�;n Professian�tl will receive aald
revre�v Gv'-itter} guar•antees and related dacuments required by the Corztract for Consh�uctian to be lssembied by the Conta•actar �tnd sh�tll isslte 1 fin�tl
cer-tificate f'or Payment upan campliance with the reryuii°ements of the Contract Documents.
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PSA 5625 Page 6
2.6.�� "fhe �3esi�m Prole�sivn�il �h11! pr�avide the O�vnLr with faur- sets of reproducible prr'7ts shatving z�il si�mific�ti�t ch�7nges to PIiL C'Ur7struction
Documents de`ring t6'e Canstructior7 Pha�e.
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3.1.1 The �ervices described in tl�is Article 3�re iSOt included in Bas'rc Services i`nless so identified in tlle Agreement ar Praposal, �nd tliey slialf be
paid far by tlle O�vner �s provided in the A��eement, itt additiott to the cotnpettsation f°or Basic Services. Ttle seri�ices described under Sections 3.2
and 3.4 �hatl oilly be prvvided if authc�rized or confinned in �vrrtin� by the O�vner. If services described under Contingent Aciditianal Services in
Section 3.3 �xre required dtae lo circu�nstances beyond the Desib � Prafessional's contro], the Design Professionat sliall notify t[le O�va}er in rvi°iting
a�3d shall iiot commLiice such additionai services tuitil it receives wi°itteu appmval fi•an tlie Owtie,° ta proceed. If ttte Ovvne'° i�tdicates i'1 4vt•itinQ
that all or part of such Cotrtingerit Actditional Services are trot i•eqttir�d, the Design P'°ofessiona[ shatt have no obligation to provide those seivices.
O`�iiei° �vill be i°esponsible for compensati��g the Design Professional far Cantiiigeut Eldditianal Sedvices ai1[y if they <aa�e'lot requii°ed due to the
negli6e,ice or fauit of Design Professional.
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3.21 lF more extensive representation at the site thnu is described in Subsection 2.6.5 is required, the Design Professionat shall pro��de one or
moi•e P,�aject Rep'•esentatives to assist ai cu°�-ying out si�ch adclitionat aia-site i°espansibitities.
3.2 � Project Represeiltatives sh�ill be selecteci, employed and d'u°ected by the Design Pc°ofessianal, and the I7esign Profession�l sh�lt be cosn-
l}eY1S1t�(� Ylt�l'et01' ilS 1�°i°eelj i?j� tI]e OW°Ilel° �t[1(� D�S1�17 PI'C3feSSI071�i1.
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3.31 Making m�teriai revisians u� Dra�vings, Specific�tions or other docizments �vheu sucli revisians are:
1. i'iconsistent with approvals o`• instntctions pi°eviousty given by the Owmei°, inchtding a•eelsions rnacle necessary by adjustments
in the Ow7ier's progr�tm or Project budget;
2. r°equired by tlie e�iactnieist or revisiori of codes, la�vs ar regulations subsequent to tl�e preparatiai' of such docume�its, or
3. due to chaiiges reqtiired as a result af the Owuer's failure to rer'der decisiai' in a timely inaimer.
3.3.2 Pravid'urg services required because of sie„iuficant ch�anges in the Project including, but not limitetl ta, size, qullity, conzplexity, or ttie
(3wner°s sclledule, except for services required unde'° Subsection 2.5.2.
3.3.3 Prep�aring Drawings, Specifrcations �nd other documentation �nd suppo`ting d1ta, and prov{ding other services in cannection with Chinge
drde`-s and Constr`ECtion Change Dii°ectives.
3.3.4 Providing consult�tion conceming replacement of work d�m�ged by fire ar other cause during covstnictian, and fumishing setvices required
in connection wittt the repllcement of sttclt work.
3.3.5 Proeiding services made necessary by the default of the Contractor, by major defects or deficiencies in the �vork af the Contractar, or by
faiture ofperfonnance ofeither the O�vner or Contractor under the Contract for Construction.
3.3.6 Providirtg services in ev�tuating an extensive number of claims submitted by the Contractor ar othei•s in connection with the �vork.
3.3.7 Providuig services in connection with a public hearing, arbitratian proceeding ar legal proceeding except where ttie Design Professionll is
party [hereto.
3.3.8 Providing services in addition to those required by Articte 2 for prap�ring documents for 1ltemate, separate or sequer7tial bYds or prov7ding
sei-vices in connection 4vith bidding or constniction prior to the completion of the Const�lictian Documents Ph�e.
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PSA 5625 Pdge 7
3.4.2 !''-o� idinv� plam�in`� Sttn'eys. �iBe evttfuztti0tt� or Compttritive studies af prospective sites.
3.4.3 Providinv special �un eys, environmental stuciies anc( submissions rzc�uired for approvals af �overnmental authorities or athzr� havinQ
jurisciiction avzr th� Pi-nject,
3.4.4 Pro� iding services relative ta fiihu•e facilities, systems aud equipmeift.
3.4.5 I'rovidin� sen ice5 ta investigate existing conditions or facitities ar to make measured drawings thereal:
3.4.6 Providing sei7 ices to verity t13e accuracy afcfra�vings c�r other ulfonnation fiirnished by ttie O�vner.
3.4.7 Pi�ovicling caarctuiatioia of canshuction perfaz°med by sepa'°ate corm�actoi•s oz° Uy the Ovvi7er's ovvir forces and coorduiation of segvices a°ec�uii°ed
iii coiv7�cti�`3 tvith cai3shuctian pei�tarmed �etld et�uipment sttpplied by the Ownei°,
3.4.8 Pravicliiig detailed quantity surveys ar u�veiitaries of matei•ial, equipmetit arid Iabor.
3.4.9 Pi-aviding aiialyses of aperat'vsg anct inaiuteii�uice costs.
3.4.10 M�aking v�vestigations, nlventories of matei°ials oi• equipment, 01° vlluatians �tncl detvled appi-lisals of existing facilities.
3.4.12 Praviding assistance i�i the titilization of eqeeipment or systems snch �ts testing, 1C�)llSYtt1� ell]C{ �?1I1lIC1Tlg, preparltion af oper�ttion and
maii7tenance iiiai7iials, h°ai�7u�g personnel for oper�tion �nd maiitte'7a'fce a'7d co'ssult�tion during ope,•�tiort.
3.4.13 Pr°o��iduig iuterior tlesigii aud sva�ilar services r°equir°ed far or in caiutectian tvitl, the setectioii, procurernerlt or u�statl�tiaii of fiimiti�re,
fiii7iisliin�s and i•elated eqriipmei�t.
3.4.14 Providii7g set•vices other th�n as provided in Sectian 2.6.4, lfter issnance to the C7wner of the tinal Certificate for Payment and expiratian of
the Wan•anty perioci of the Co'ltract for Constntctior3.
3.4.15 Providing services of ca7sultants for other than architechirll, civil, struchtral, mechanical �ind elech�icai engineering portions of the Project
pravided as a part of Basic Servrces.
3.4.16 Providing �u�y ather sec-vices not otheitivise inclttded in thYS Agreement or not customarily fiarnished in accordance vvith generalty accepted
az-cliitect�iral pr�ctice.
3.4.fl7 Prepai•ing a set af rept°oducible record drawings in addrtion to those requrred by Subsection 2.6.19, s11ow'rng sregnificant cllinges i'� the work
made during construction based an m�trked-up prints, drawings and other dat� fiirnished by the Contractar ta tlle Design Prafessional.
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4.1 The OWVrier shall coiysult with the Design Professional regarding rec�uirernents for the Project, including (1) the Owner's objectives, (2}
scheduie and design constraints and criteria, including space requirements and relationships, flexibility, expendabiiity, special eqztipment, systems
and site requirements, as more specifically described in Subseclion 2.2.1.
4.2 The O�vner sliall establish and update ar, overall budget for the Prowect, inchtding die Constniction Cast, the Owner's other costs �nd reasonable
cantingencies rel�ted to all of these casts.
4.3 If requested by the Design Professional, the Owner shall fiirnish evidence that financial arringements have been made to fulflf the Owner's
abligations uncler this Agreement.
4.4 The Owner shall designate a representative authorized to act on the Owner's behalf with respect to the Project. The Owner or such authorized
r�epresentative slia![ render decisians in a timely manner pertaining to doci�ments submitted by the Design Professional in order to avoid
uiu•easonable delay in the a�derly and sequential progress af the Design Professional's services.
4.5 Where applicabie, the 04vner shall furnish surveys describing physical characteristics, legat limitations and utility locations for the site of the
Praject, and a written Iega1 descriptian of the site. The surveys and legal informltion sha11 include, as appiicabie, grades and Iines af streets, aileys,
pavements and adjaining property and structures; adjacent drainage; riglrts-of-�vay, restrictions, easements, encroachments, zoning, deed
PSA 5625 Page 8
'e�t'-ic;tian>. buLindaries and cantour� of�the site; lt�catrans, dimensiany amd necessr'ry data �ertr'ining to exi�ting l�uilding�, other i�nprovera7ent� 1nd
II't',tS; <IiICI 111f01i17'cliBC?ll CQtICC'.CTll11� a�vrtilr�ble utility �erviee� ar�c1 fines, both public aulci priv�lte. �tbove �rnd taela�v ,,�tide, including in��erts and cleptl7s.
=\I! ih� inl'onrn�tion on the survey sl7t�ll be referencec( to r' project benchrnark.
4.6 w'here agplicabl�, the Qwner shall fiuYiish the serviczs of geotzclutical engineers �vhen such seivices are requested by the Design Professional.
Sttich services ma}� include but ai-e not [iravted ta te,st bor�u�gs, tesi pits, deYeranninatioais of° soil bearing valnes, percatatic�ia tests, zv�luatioeis af
hazarcic,us matea-ials, graund ccaarosian and resistivity tests, iticluding tlecessa,y operatians for ai�ticipatittg sub-st�il caiiciitiolgs, tvith repocts and
r�ppropiiatc p'•c�l'essionnl recoirunerldations.
4.6.1 Tl�e O�aner �Ilall funiisl� tJle se���iees af ottier co�i�tiltants �vhen suci3 sei7�ices at�e reasonably required by the se�pe ot the 1'roject and are
�•equested by ihe Desi�� Frofessional �uid are not retained by the Desi�m Professional as part of its Basic Services ar Addition�l Se��ices.
4.7 When not a pait af thz Ade�itional Seivices, the Owner shatl fitrnish stc�tchu•al, n�echanical, chemical, air and water polltttion tesis, tests of
hazaa°dous matei°iats, �uid other� Iabo'°atoiy vid e'fvir°onmeiltal tests, ialslaections and i•epoi�ts r°eqttii•ed by law° n,° Ylae Cont,•act Dact`ments.
4.� The Qev7ie'° shzill hnliisl� �It tegal, accou'atulg aiad it�surance couns�luig services as may be �iecessa'y 1t atiy tirne for the Project, inchidi'tg
t�uditi'tg set�rices tlte Oevner n,ay require to verify the �arrtra7ctor's Applicatiaaas for Paysaleiit or to ascertaiu 1'oov or for �vtiat purposes the
Coiitractor h�js used tl,e money pa3d by or au beh�lf of tlie Ownler.
4.9 Tfie seivlces, infoi-mation, stuveys �crid repc�rts r°eqttii°ed l�y 04vner tu}det° Sections 4.5 throttgh 4.� shall (ae fttinished aY the C?w�ner's expense,
and the Desisn, Pi°ofessional sliatt he entitled to r-ety t�pon the acctir�tcy and campleteness thereof in the lbsence ot any negligence on the p�u-t af the
Design Pf�afessionll.
4.10 The Oweter shall give proinpt writteii iiotice ta ttte Desibn Professiotiai if the Ownier becoanes aware of aiiy fautt or ciefect iii tPre Praject or
aioi�coa7Fonn�nce with tlte Coi�tract Docuinei2ts.
4.11 Desigii Professiot�ll shall propose lang`ilge for certificates or certificatiails to be rec�uested of the Desigti Professioi�al or Desi�n
Professionll°s cansult�nts �nd silall submit such to tl�e (7w-nei° fot° r�eview and appt°o`°�l �tt least foue-teen (i4} days,�rioa° to execrrtion. The Owner
�g�°ees not to e°equest certifications that wottld reqtti'°e knowledge or seivices beyond the scope of the Abl'�eB1l0BlT.
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511 The Constntetion Cost shail be ttie total cost or estim�ted cost to tlte Owner af aft elements of tl�e Project designed or specified by the Desi�i
Professianal.
5.1.2 The Canstnictian Cost shall include the cast at current market rates of tabo�° and materials fumished by the Ownei° and equipment desib ed,
specified, selected or s}�ecially provided for by the Design Professional, pius a reason�ble allawance for the Contractor's overhead and profit. Tn
additian,l relsonable allowance for contingencies shall be inclucled for rnarket conditions at the time of bidding and for changes in the work during
covstniction.
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PSA 5625 Page 9
.nR"i`IC1JE 6 Oii'NF;RSHIP AND USE OF Dd��'UMEN"1'S
6.1 T17e Dra�vii��s. Specifica�ions anci all�er ciocurl�ents p�epared by th� Desi�ia Profe�sional for lhis Project are u�stninYeuts of the I7esi�i Professioual's
serr�ice a,�ci sh�tll becorne 117e propert}� of tlze C}vvi�er ttpun t�rntizlatic>il c�r co'npletic�n o� t17e A�rzen�ent. 'Tlle Desi�n Prc,fessiou7l is eulatleci to retaita cupies
c>f aIl sucli cic�cuments. Such cicacwnents are u'te��cieci opil}� be applic�ble to Il,is Pruject, �iid t��viie,�'s use t�f such ducume„ts irz c�tliea� prajects silali be 7t
Ot�ner`s sale risk aud expertse. L7 tllc event the i�t�nzer u�es any Cf tlte iilfa aison ar materials developeci pttrslrai3t ta the tlgrzzm�ilt iu anc�ther prc�jzct o,•
for- other� pcuposc;s thtln ztre specifiLd in tl7e Ag�-eernent, tl�e i�esPgn ProPeSSioria! i�'°elealsecl fi�om 1ny and z�ll Iiability relatin� to the'tr Lise �n that prUject
6.2 S"bmission Ur disti-ibutian oP docu�n�nts to rZ�eet affic'r7I re�ul�tary i°equiremeg7ts ar for si�i�lar pisipases i�} connectis�n �vitla tl�e Ps°aject is not to be
ce�nstn�ed as publicatian i�� deragertian af tlae 17esi� f're�fess'ronal's reseived rights.
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71 The Design Prafessional may tereninaie tlse Agreement tipon not less tl�an thirty days written notice shauld the Owner fail substantially to perform iu
accardance �vith the tenns o1°the Ab �eemer3t tiv-oubh no fault of ttie Desib 7 Professianal. bwnei° may ternvnate the Elgreement or any phase ther•eof with or
�vithout cause ugon tl�irty (30} days prior written notice ta the Design Professionaf. At1 �vork and labor bein; perfom�ed under the Agreement sl}atl cease
irrunediately upon Desigr3 Professional's receipt of such notice. Befare tlie end of the thirty (30} d1y periad, Design Prafessionat shall invoice the O�vner
for all work it s��tisFttctorily perforn�ed prior to the recaigt af such natice. No atnount shnll be due for lost or anticipated protits. All plans, fielct surveys,
and other data related to the Pr�ject shall became property af tIie Owner upon ternunation of the Agreement and shali be pramptly delivered to the Owner
in a reasnnably aa-gaiiized foint. Should C7wt�ei- sttUsequevtly contr7ct with a new Design Profession7l foe- continuation of services ai, the Pi•oject, Design
Pi-ofessional staall coaperate in pi-oviding infai°mation.
7.2 lf the Project is suspencled Uy the Ownser for more titatt 3Q cousecuti��e days, ttae Desi�r Professioiial staall be compeusated for ser�rices satisfactorily
perfonned prior to uatice af strch suspei7sion. Wl�ect ttie Project is resumed, the Desi�m2 Professiaa7al°s compec,sation shall be equitably adJusted to pravide
for expei7ses uicurred ir] the u�temaptiai� aud resuinptiou of tl�e Desig�i Professiatial's services.
7.3 Tlae Agreement may he tei•minated by d7e Owner upon not less th�an seven d�tys written notice to the I7esigai Protessionat in the event d�at tl�e Pa•aject is
pennanently abandoned. If°tl,e Praject is abnr�doned by the Owner for rnore than 90 consecutive days, the Design Protessional ar the Owne`° may terminate
the Agreement by giving vvritten notice.
7.4 Paihtre of the O�v�ier to make payments to ttie Desigu Prafessiaital for �uork satisfactorily campleted in accordance with the Agreement shall be
consiclerecl substaritilt vailperfvnnauce 1nd cause for termit'atiori.
7.5 If the Owner fails to make payment to Design Professionai witltin thu-ty (30) days of receipt af a statemeut for sen°ices properly ancl satisfactoriiy
performed, the Desi�� Proiessianat may, upon seven days written natice t� tlle Owner, st�spend perfonuance of services under the flgreemeut.
7.6 In tEte event of termination nat the fault of the Design Professional, the Desrgn Prafessional shnll be comgens�ted far services properEy 1nd
s�tisfactorily pe`°foi°med prior° to tem�inatian.
ARTICLE 8 Pf1YMENTS TO THE DE�IGN PROFESSIONAL
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$.2.1.1 Ex��ense of transpartatron in connection with the Praject; expenses in connection with authorized out-of town travel; lang-distance
commtmicatians; and fees paid for securing approval of authorities having juiisdiction over the Project.
8.2.1.2 Expense of repraductions (except the i°eproduction of the sets of documents referenced in Subsection 2.C.19), postage and h<andlin�
of Dr�wings, Specifications and other documents.
8.2.1.3 If' authorized in advance by the Owner, expense of avertime work rec�uiring higher than regular rates.
�.2.1.4 Expense of renderings, models and mock-ups requested by the O�vner.
8.2.1.5 Expense of computer-aided design and drafting equipment time �vhen used in connectian w'rth the Praject.
FSA 5625 Page 1Q
8.2.i.6 Otliei• cxpen5e� lhat are app�'oved in adv�mee in tvriting by the Ow�ner.
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8.3.1 Payntents for F3asic Services sl�all be ntade moz7thly ai7d, wl�ere applicable, shalt be in praportion to seivices pertormed withL� eacl� phase of
se�vice, oii tlie: Gasis set fortl7 iu Section 3 of tl�e Agreemeiit atzd tl�e schedule t�f woi°k.
R.3Z 1Fand to the extent tllat the time initiatly establrshed in the A��eement is exceeded ai• e�tended thraugh no t�ult oFthe Design Professional,
cornpensdition for arly services r-endered during tlie additional period of time shell be camputed in the rnanner set forth in Section 3 af the
Agreement.
8.3.3 When campensation is based an a percentage of Canshuction Cast and any partions af the Project a�•e deieted or athei•cvise nat canstiucted,
campea�satiori fo,- those portiais of the Pi°oject shall be payable to the e;ctent seivices are pei-fainiec� on those portions, in accord�uice �vith die
schedule set fa�rth ii3 Section 3 of the Agreement based on (1} the lawest bona fide bid oi• (2} if no such bid oi• ps�oposal is i•eceived, the most i°ecent
prelirlvnar�� estimate oFCo'7st'uction Cost ar <tetailed estiznate af Covsnuctiaci Cost far such portio'7s of the Project.
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8.4.1 Payments a7 accouiit of the Design Profession�l's t�dctitioual Services v3d far Reimbtu•sable E:�penses shall be mlde ma�ithiy within 36 days
aftei° the pi°esentatioat to the Owner of the Design Professionai's statement of seavices g°eirdei°ed ar expenses iiiccu-i•ed.
8.5 PAYIbI�N°I`S VVITI3IIELI3 No deductians sh�ll be made fi°orn the Desigu Professional's compens�ation o'� accow�t of peiia[ty, I1Ci11%CI'clgeCl C{�tR11EeS Ol'
ather sunls `u•ittil7eld from payn7ents to coritractors, 0I° 011 BCCOLIllI Of flle CC}Si Of CI]c�IlbeS ]Il 111e W01'IC OCIIeC tll�ill LIIC}Se f01' WIIICII CIle D�S1gli PiOfeSSl07lc�� 15
1°e5�701151�}le.
8.6 DESIGN PI20FESS1CtP! 'S ACCOUNTING C() S Design Professiorlal shall 1111iCe avlitaGle to O�vuer or O�vner's autliarized
r°epr°esentative i°ecoi°cis of ReimUtus�ble Expenses and expenses pertlining to Additionll Segti•ices and services perfarmed on the basis of a inultrple of Direct
Personne! Expc;nse for ia�spectio�s and copying durulg reb tl7r business hours far three yeai•s after the ci�lte of the final Ce`titicate of P�cyment, or untii any
litigatiw� r°elateci ta tlle Pr°aject is tin21, whichev°er dlte is latei°.
ARTICLE 9 IIVI?EIVINITY
9.1 The Desig" Professional sha11 indemnify atict save aiid hald hainiless the Ovvner and its afficers, ageiits, ag7d employees from atid aglinst any 1nd
all liabilityp CI71tt1S, demaiids, daniages, Iasses, atxl expenses, itieludirig, but not Iin7ited to court eosts arid re�soiiable attontey fees incuned by the
O�vzier, and includiug, vvithaut lirnitntiar', damages for• badily aiid persoual injury, death aiid pruperty danrage, resultiiig frotil the neglige'St acts or
omissians of the Design Professional or its officers, shlreholders, agents, or° employees in the performance af the F�gi°eeme'�t.
9.2 Nothing Iiereii7 sh�ll be constnted ta create a li2bility to any person wl�o is not a p2rty to the Agreement, and nothing Ilerein shall waive a�7y of
tll� �}�tY°YIeS' defenses, both at lnvv or equity, ta any cl�tim, cause of action, or litig�ttian filed by anyone not 1 party ta the Agreement, including the
defense af gaverumentai immunity, whicly clefenses �re hereby expressly reserved.
A�tTICLE 10 INSURANCE
Dtirrng the perfonnance of the Se'vices under tlle Agreement, Dessgn Pi°ofessional shall maintain the following insttrince with an insurance company
iice�lsed �r authorrzed to do business in the State of Tex1s by the State insurance Cornmissron or any successor agency that has a rating with Best
Rnte C�rriers of �tt lenst an A- or above:
10.1 Comprehensive Generai Liability Insurance with bodily injury limits of not less than $1,006,600 for each occuri°ence and not less than
$2,00a,bOd in the aggregate, 1nd with property damage timits of not less than $1bd,000 for e�ch occurrence 2nd nat less than $25b,00a in the
aggreglte.
t0.2 Automobile Liability Insurince with bodrly injury limsts of not iess than $500,000 for each person and not less than $560,000 for each accident,
and �vith property damlge limits ofnot less than $t00,bd0 for each nccident.
10.3 Worker's Compensation Insurance in accordance with statutory requirements, and Employers' Liability Insurance with limits of not less than
$100,000 for each �ccident including occup�tional disease.
10.4 Professionll Liability Insurnnce with Iimits of�not less than $1,000,000 annual a�;gregate.
10.5 The Design Professronll shall fi�rnish insurance certificates ar insurance polrcies ta the O�vner evidencing insurance in compEiance �vith this
Article 10 at the time of the execution of the Agreement. The General Liability and Automabile Liabrlity insuraiZCe policres shall name the Ovvner as
an additional insured, the Warkers' Campensation policy shall cantain a waiver af subrogatron in favor af the Oevner, and each paticy shail cantain a
provision th�t sLCCh insur�nce shall not be canceled or modified vvzthout thirty (30} days' prior written notice to Owner and C7esign Professional. In
PSA 5625 Page 11
such event, tlle [7esis�'� P'�ofe55ron�11 gh�tll, priar to the el�feciive clrtte of the chnnge or car�celiatic�'7, fua7�ish �t�ner tvith substitute certifictttLs of
i7�s�ir�7nce rneeling ihe requircmenfs ot`this Rriicle i(}.
ARTICLr i1 YIISCTLI,AN�OUS PFtOVISIdNS
� 1.] The A�rLL,ne„t sha711 be bnvL,�ned by the katvs af'tlie State af Texas. Venue of �tr�y suit cir� c7use of acfion i�iide'� tlie t�greemeilt shaIl fie exclusively ii�
D�;,�YCa,� Courary, Te�as.
11.2 The Owner� and Design f'rofe�sionale respectivety, bind thetnselves, iheir plrttters, succ�ssors, as�igns rtnd legt7( representatives to the otl�er p�rty to
tlris :1vn�eement �ncl to tlte p�riners, siiccessor�s, assigns �nd leg�ri'°eprese'�t�tives of such other party �vith respect to all cavenants vf this AgX•eetnent. The
Desren Pg•ofessional sllrill naP �ssi�r its inte�•ests is7 the A�s�een�erit witliotii tfle `*rrittey, conse27t aFYl1e (3�vner.
��.3 The tem� tlg,•eeiliezit as used hei•eui u7cltt�{es the e�ec�tted �3greenient, t1,e Propas�[, fhese C',eueral Cnnditiorls �u'd othei° attachn'ents ,•eferenced in
Sectio,} 3 af the tlgi°een'ettt tvhicli toeether repr�se'it the erit�re and integrated ag'°eem�nt beYween ih� Ovvrter ruid I7�sigt5 Pr•ofessian�il zind sttpez°sedes nll
pi°ioi- n�gc�tiations, represei7taticans o[° a�i-eements, either vviittel� or oral. The Agreemeiit may be lmended oniy by wr'rtteii u�sts°ume,tt signed by both Ovvner
ancf t�esis�ti Proiessioil�l. Wlieil iiltea-�retiiig tflte Agreerneilt tl�e executed Agreemerit, Propas=il, tllese Geiter�i Coi,ditians a17d the othei° attachnie'tts
refereticed iii Secti€�i� 3 oP tl7e A�-eeme'3t shall to the e`teut tl,7t is reasoiiaGly pmssibie be re�ad so �s to hannoriize the provisions. Ho`�vever, sliould the
provisiosis af tliese docur,lents be u, coi,tlict so tl,at tltey can not be re�sai,ably hannorlized, stec[i docuirreuts sltaEt be given priority v� t11e folloeviug order°
1. 7hL executeci Agi°eenient
2. Att�chments �•efei•enced in Sectian 3 af the Agi°eement ather thln tl�e Pr•oposal
.
4. The Proposal
l l.4 Nothing co�7tained in dle Ab eement sl}�11 create a contracht�.l relltianship with or a cause af action in f�tvor af a tl7ircl party against either the O�vnei•
oi° Design Prafessia�7�1.
17.5 Upon receipt of priar written �ppro� al af Owner, d}e Desigr7 Pr°ofessian�l shnll h�ve the right to include represeH3t�tions of tlle design of the Praject,
iriCIUCIlIl� PIl000�I8�PY1S OF tlle eXtel°l01° 711d tllfeYl6i, lniong tlie I}esign Prafessionll's proniotional and profession�l materials. The Design Professianal's
niate7°ials sh�al[ not uiclude the CJ�uiiea °s conFdential ar proprietary infaimltian if ttse O�v��er° has pi°eviar2sly ad��ised tlie Desigre Professional ii� wi-iting af the
specifec tnfom�ation cansidec-ed by the Owner to be canfidential or proprietlry. The Owner shall provide pi-ofessioii�l credit for tlie Design Professional on
the constniction si�n �nd in the pramotional materiats far the Praject.
17.6 App,•oval by the O4vner shall not constitc�te,'ior be deemed a release of the respansibrlity �t'y�t lilbility of the besign Professional, its esnployees,
associates, age��ts, subcontractars, and s��bconsult�nts far the accuracy and competency of therr designs or other �vork; nor shall sucii npprovai be
cleerned to be an assumptioii of such responsibility by the Owne1• far any defect in the design or other evork prepared by the Design Frafessionnl, its
employees, si�bcantractors, age��ts, aitd cans�`It�ta�ts.
11.7 AlC natices, commui7icatians, 1nd reparts requii°ed ar permitted under the Age•eement s13a11 be personally delivered ar mailed ta the respective
parties by depositing same in the United States mail to the address showu belaw signature block on the A�reement, certified maii, rehirn receipt
reyuested, unless othenuise specified fierein. Ail notices shall be deemed effective ttpai receipt by the p�rty to whuin such natice is given, or witiiin
three (3) days after mniling.
11.8 If �tny provision of the Agreement rs faund ar deerned by a court of competent jurisdict7on to be invalid or unenfarce�tble, rt shall be cansidered
sever�ble from the remainder of the Agreement and shall nat cause the remasnder to be invalicl or unenforceable. In such event, the parties shall
reform tl�e Agreement to repiace such stricken provisian with a valid and enforceable provision which comes as close as possible to expressing the
intention of the strrcken provisian.
119 The Design Professianal shall compiy with �11 federal, state, �nd 2ocal laws, rules, regulatians, and ordinances applicabte to the work covered
hereunder 1s they may now read or hereinafter be amended daring the term of this Agreement.
11.10 ln perfarming the Services required hereunder, the Desrgn Professiona( shal I not discrrmrnate 2garnst any person on the b�tsis of r1ce, calor,
retigion, sex, national origin or ancestry, age, or physical handicap.
11.11 The captians of tEie Agreement are for infarmational purposes only, and shali not in any way affect [he substantive terms or canditions af the
Agreement.
PSA 5625 Page 12
CONFLICT OF INT�REST QUESTION
----___ _.... ___.� . . ,
For vendor or other person doing business with local governmental entity
..�... .._..._ . _ .,.,_.w�. g ����....e.�..� .A....
This questionn�ire reilects ch.�nges m7de to the law b,y H.I3. 1491, 80th Leg., Regul�r Session.
•� �
OFFICE USE ONLY
This c�uestionnaire is be;ing tiled in accordance with chapter 17( of the Local Government Code Uy a person �ate Rece��ed
who has a business relationship as dclined hy Section 176.001(1-�) with a]oc�l governmental entity and lhe
person mects 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.
1 I Name of person who has a business relationship with local governmental entity.
� Vb�.-
� Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7�" business
day after the date the originally filed questionnaire becomes incomplete or inaccurate.)
Name of local government officer with whom filer has an employment or business relationship.
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?
C� Yes � No
B, Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, from or at the direction of the
local government o�cer named in this section AND the taxable income is not received from the local governmental entity?
I�� Yes � ! No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer
serves as an officer or director, or holds an ownership of 10 percent or more?
� Yes No
D. Describe each affiliation or business relationship.
Signature of person doing business with the governmental entity
���' ��1�...,,, ..�.
Date
PSA 5625 Page 13
--Ri�ribit ����
_ �� �
�:
August 1, 2014
Mr. Vance Kemler
General Manager, Solid Waste Services
City of Denton
1527 S. Mayhili Road
Denton, Texas 76208
Re� Proposal for Professional Services
General Engineering Services
Fiscal Years 2015 through 2017
Dear Mr. Kemler,
CP&Y, Inc. is pleased to submit this scope and fee proposal to provide professional
services to assist the City, as directed, with development, design and construction
related services for various solid waste projects during the fiscal years of 2015 through
2017.
Scope of Services
• Assist the City, as directed, with the investigation, evaluation of alternatives and
development of various solid waste projects, and general engineering services in
support of the Solid Waste Department.
• Assist with the preparation of, and support of, Permit Applications, Permit
Modification, Permit Amendments, and Notifications to required Regulatory
Agencies, as directed by the City.
• Prepare Plan Documents, to include a site plan, structural, architectural,
mechanical, electrical and plumbing design and details, as required, to facilitate
securing bids for construction of selected solid waste related projects.
• Prepare Technical Specifications associated with the design elements of the
selected facilities.
• Utilize City Standard Bid Documents and other Standard Specifications to govern
the remainder of the construction of the selected facilities.
• Prepare complete sets of procurement documents for use by the City for selected
projects.
• Assist the City with soliciting and obtaining bids from Contractors for construction
of the facilities. This would include answering questions related to the project,
issuing bid addendums as needed for clarification, and attending a pre-bid
conference and bid opening.
• Review the construction bids received and make recommendations for
construction contract awards.
• Review Contractor Submittals for conformance with the plans and specifications.
PSA 5625
F�?� � t�. , �': s,:� �:;" �,
� �����, ��.;�„ � �� � , ,�
�I�'4,
i 6 a� ���£'.�� #st� � � F �.��;'.°s, � ; ':�,� '`'i�
, �w n
^_ ,. .t,�;;�� i �t;,I �',;i,�,ar
t''-'`
i X>>.�.
Make periodic visits to the site during construction to observe the construction
activities for conformance with the plans and specifications.
Assist the City with the preparation of industry award submittals and technical
presentations to be delivered at professional society meetings or conferences as
these events occur and opportunity exists to gain State and National recognition
of the City of Denton Landfill operations.
Fee Estimate
CP&Y, Inc. proposes to be compensated for performing the above Scope of Services
on an hourly basis with the total fee amount not to exceed FOUR HUNDRED FIFTY
THOUSAND and no/100 DOLLARS ($450,000.00) without additional written
authorization from the City. The following Hourly Rates of personnel will be the basis
for compensation through December 31, 2015 and will be re-evaluated at that time.
Any changes in Hourly Rates at that time will be approved by the City prior to taking
effect.
Hourly Billing Rates
CP&Y, Inc.
2015
1. CP&Y, Inc. will submit monthly invoices for services rendered, and the City will make
prompt payments in response to the invoices.
2. CP&Y, Inc. will be reimbursed for services based upon the following hourly rates, plus
reimbursement for other direct non-labor and subcontract costs at actual cost.
��t��ttai-�_..._...�_ Billinc�_I���t� f���-..F_l+�ur
Clerical/Administrative
Drafter/Technician
Engineer in Training
Project Engineer
Senior Engineer
Senior Associate Engineer
Principal
$35.00-65.00
$55.00-95.00
$75.00-120.00
$95.00-160.00
$135.00-180.00
$170.00-215.00
$185.00-230.00
We appreciate the opportunity to continue to assist the City of Denton with solid waste
projects. If this proposal is satisfactory to the City, please prepare the necessary City
Contract Documents for our review and signatures.
Sincerely,
CP&Y, Inc.
.,.. . ,
,
� ,
� ��.� �,, �� �,: �� s..
, . _a���,� P � � , �
Frank E. Pugsley, P.E.
Regional Manager; Associate
��:� ��s��.� �� ,. s���:.� ��a �"^v,
' � _,�
szai€�;s "t;x:�s iA:�;s�i �,ti
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7"� �r,�,?�`v E, .:ib vi'
.'.ar.'� ,,
PSA 5625
DocuSign Envelope ID: 3FC1314B-AD9A-47BD-B65F-FA7B1538DF5B
THE STATE OF TEXAS §
§
COUNTY OF DENTON §
FIRST AMENDMENT TO CONTRACT
BY AND BETWEEN THE CITY OF DENTON, TEXAS
AND CP&Y, INC.
\[FILE NO. 5625\]
THIS
to that certain Contract by and between the City of Denton, Texas and
CP&Y, Inc. -to-exceed amount of
$450,000, which was heretofore executed on September 16, 2014, and was approved
within the delegated authority of the City of Denton Purchasing Agent; and said
Agreement was heretofore entered into by and between the City of Denton, Texas, a
Texas Municipal Corporation with its offices at 215 East McKinney Street, Denton,
Texas 76201 (hereafter the firm of CP&Y, Inc. CP&Y
with its offices at 1820 Regal Row, Suite 200, Dallas, TX 75235; and
The original Agreement provided for CP&Yfor General Engineering
Services as is contained in Exhibits (a) of the original Agreement. The further services to
be performed by CP&Y B
CP&Y has substantially completed the initial work called for in the original
Agreement; and the City deems it necessary to further expand the services provided by
CP&Y to the CITY, and to provide an additional not-to-exceed amount $90,000, for an
aggregate of $540,000, for the additional required services.
NOW THEREFORE, the CITY and CP&Y (hereafter collectively referred to as
other good and valuable considerations, do hereby AGREE to the following First
Amendment, which amends the following terms and conditions of the said Agreement, to
wit:
1.
follows:
This contract shall terminate on September 16, 2018.
2.
3.1.1 For Basic Services the total compensation including reimbursable expenses shall be
d
Section 3.2.1. Design Professional services shall be invoiced to the Owner monthly. The
FILE 5625 Amendment No. 1 1
DocuSign Envelope ID: 3FC1314B-AD9A-47BD-B65F-FA7B1538DF5B
number $450,000 contained on the original Agreement at the same location is hereby
removed.
3.2.1 Compensation for professional services is as follows per ExhibiB
December 31, 2017), and to be re-negotiated thereafter:
Principal $185-230 per hour
Senior Engineer $170-215 per hour
Project Engineer $95-160 per hour
Engineer in Training $75-135 per hour
Drafter/Technician $55-125 per hour
Clerical/Administrative $35-80 per hour
3.
amended to add the additional language as follows, to wit:
B
4.
The Parties hereto agree, that except as specifically provided for by this First
Amendment, that all of the terms, covenants, conditions, agreements, rights,
responsibilities, and obligations of the Parties, set forth in both the Agreement and now
the First Amendment shall be, and will remain in full force and effect.
IN WITNESS WHEREOF, the City of Denton, Texas and the CP&Y, Inc., have
each executed this First Amendment electronically, by and through their respective duly
authorized representatives and officers on this date
____________________________.
CITY OF DENTON, TEXAS
A Texas Municipal Corporation
By: __________________________________
Todd Hileman, City Manager
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
By: __________________________________
FILE 5625 Amendment No. 1 2
DocuSign Envelope ID: 3FC1314B-AD9A-47BD-B65F-FA7B1538DF5B
APPROVED AS TO LEGAL FORM:
AARON LEAL, INTERIM CITY ATTORNEY
By: ___________________________________
CP&Y, Inc.
By:
________________________________
AUTHORIZED SIGNATURE, TITLE
FILE 5625 Amendment No. 1 3
DocuSign Envelope ID: 3FC1314B-AD9A-47BD-B65F-FA7B1538DF5B
EXHIBIT B
DocuSign Envelope ID: 3FC1314B-AD9A-47BD-B65F-FA7B1538DF5B
EXHIBIT B
Certificate Of Completion
Envelope Id: 3FC1314BAD9A47BDB65FFA7B1538DF5BStatus: Completed
Subject: ****City Manager Approval ******Docusign Item 5625
Source Envelope:
Document Pages: 8Signatures: 6Envelope Originator:
Supplemental Document Pages: 0Initials: 0Rebecca Hunter
Certificate Pages: 6
AutoNav: EnabledPayments: 0rebecca.hunter@cityofdenton.com
EnvelopeId Stamping: EnabledIP Address: 129.120.6.150
Time Zone: (UTC-08:00) Pacific Time (US &
Canada)
Record Tracking
Status: OriginalHolder: Rebecca HunterLocation: DocuSign
3/20/2017 10:01:46 AM rebecca.hunter@cityofdenton.com
Signer EventsSignatureTimestamp
Rebecca HunterSent: 3/21/2017 2:52:10 PM
Completed
rebecca.hunter@cityofdenton.comViewed: 3/21/2017 2:52:19 PM
Senior BuyerSigned: 3/21/2017 2:55:37 PM
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:
Elton BrockSent: 3/21/2017 2:55:38 PM
elton.brock@cityofdenton.comResent: 3/22/2017 10:46:15 AM
Purchasing ManagerResent: 4/4/2017 8:00:56 AM
City of DentonViewed: 4/5/2017 8:28:12 AM
Using IP Address: 129.120.6.150
Security Level: Email, Account Authentication Signed: 4/5/2017 8:28:18 AM
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
David Hays, CFOSent: 4/5/2017 8:28:20 AM
hwood@cpyi.comViewed: 4/5/2017 8:57:24 AM
CFOSigned: 4/5/2017 9:06:52 AM
Security Level: Email, Account Authentication
Using IP Address: 66.194.162.242
(Optional)
Electronic Record and Signature Disclosure:
Accepted: 4/5/2017 8:57:24 AM
ID: fcf33e5f-bb4e-4692-9e92-96b6ea25b792
John KnightSent: 4/5/2017 9:06:54 AM
john.knight@cityofdenton.comViewed: 4/5/2017 9:53:47 AM
Deputy City AttorneySigned: 4/5/2017 9:53:57 AM
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
Todd HilemanSent: 4/5/2017 9:53:59 AM
todd.hileman@cityofdenton.comViewed: 4/5/2017 12:46:02 PM
City ManagerSigned: 4/5/2017 12:46:15 PM
City of Denton
Using IP Address: 129.120.6.150
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Accepted: 2/8/2017 4:52:51 PM
ID: 8154723a-9757-4d53-a4b5-794656233671
Jennifer WaltersSent: 4/5/2017 12:46:16 PM
jennifer.walters@cityofdenton.comViewed: 4/5/2017 2:17:54 PM
City SecretarySigned: 4/5/2017 2:18:10 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: 4/5/2017 9:06:54 AM
sherri.thurman@cityofdenton.comViewed: 4/5/2017 9:13:02 AM
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Robin FoxSent: 4/5/2017 9:53:59 AM
Robin.fox@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Accepted: 10/9/2015 11:39:51 AM
ID: 04463961-03db-4c4d-9228-d660d6146ed6
Jane RichardsonSent: 4/5/2017 2:18:12 PM
jane.richardson@cityofdenton.comViewed: 4/6/2017 10:39:20 AM
Assistant City Secretary
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Carbon Copy EventsStatusTimestamp
Jennifer BridgesSent: 4/5/2017 2:18:12 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: 4/5/2017 2:18:12 PM
julia.Winkley@cityofdenton.comViewed: 4/5/2017 2:53:09 PM
Contracts Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Scott LebsackSent: 4/5/2017 2:18:12 PM
scott.lebsack@cityofdenton.comViewed: 4/5/2017 2:35:41 PM
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ID:
Notary EventsTimestamp
Envelope Summary EventsStatusTimestamps
Envelope SentHashed/Encrypted4/5/2017 2:18:12 PM
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Signing CompleteSecurity Checked4/5/2017 2:18:12 PM
CompletedSecurity Checked4/5/2017 2:18:12 PM
Payment EventsStatusTimestamps
Electronic Record and Signature Disclosure
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DocuSign Envelope ID: 3FC1314B-AD9A-47BD-B65F-FA7B1538DF5B
Request for City Manager Approval of Purchase
DATE: March 20, 2017 Questions concerning this
acquisition may be directed
DEPARTMENT: Solid Waste to Vance Kemler 349-8044
ACM: Jon Fortune
SUBJECT
Approve a contract amendment with CP&Y, Inc., Dallas, providing professional services to
assist the City of Denton Solid Waste & Recycling Department with development, design, and
construction related services for Departmental capital construction projects, in the additional
amount of $90,000. (File 5625).
BACKGROUND
The Solid Waste & Recycling Department staff is seeking additional professional engineering
and administrative services from the CP&Y consulting staff related to various landfill
construction projects planned for the upcoming year. Their staff will be utilized to provide
professional services and support for the construction of the ECO - W.E.R.C.S. site entry road
and associated improvements within that area related to the road construction project. Their
services will also be utilized to provide plan documents for various improvements to the
infrastructure of the landfill site, drainage basins, retaining walls, and internal construction
projects as determined on an as needed basis throughout the year.
CP&Y will be available to provide any needed modifications to the Municipal Solid Waste
permit on file with the Texas Commission on Environmental Quality.
PRIOR ACTION/VIEW (COUNCIL, BOARDS, COMMISSIONS)
No prior action.
RECOMMENDATION
Approve one additional year of services, in the not-to-exceed amount of $90,000.00.
ESTIMATED SCHEDULE OF PROJECT
One year from the date of contract approval.
FISCAL INFORMATION
These services will be funded from Solid Waste and Recycling bond capital project accounts.
EXHIBITS
Exhibit 1: Contract Amendment No. 1
DocuSign Envelope ID: 3FC1314B-AD9A-47BD-B65F-FA7B1538DF5B
Request for City Manager Approval
Page 2
Requested by:
Name: Vance Kemler, General Manager
Solid Waste & Recycling
Department
Respectfully submitted:
Purchasing
Expenditure Approved:
__________________________
City Manager or Designate
__________________________
Date