18-049ORDINANCE NO. 18-049
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL
SERVICES AGREEMENT FOR LANDSCAPE DESIGN SERVICES RELATING TO THE
MAYHILL ROAD WIDENING PROJECT INCLUDING LANDSCAPE DESIGN FOR THE
LENGTH OF MAYHILL ROAD AS WELL AS IMPROVEMENTS TO AN OPEN SPACE AREA
FOR PEDESTRIAN USE TO BE LOCATED NEAR THE INTERSECTION OF MAYHILL ROAD
AND SPENCER ROAD; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND
PROVIDING AN EFFECTNE DATE (FILE 6676 AWARDED TO FREESE AND NICHOLS,
1NC. IN THE NOT-TO-EXCEED AMOUNT OF $107,900).
WHEREAS, The professional services provider (the "Provider) mentioned in this ordinance
is being selected as the most highly qualified on the basis of its demonstrated competence and
qualifications to perform the proposed professional services; and
WHEREAS, The fees under the proposed contract are fair and reasonable and are consistent
with and not higher than the recommended practices and fees published by the professional
associations applicable to the Provider's profession and such fees do not exceed the maximum
provided by law; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. That the City Manager is hereby authorized to enter into a professional service
contract with Freese and Nichols, Inc., to provide professional landscape design services for the
Mayhill Road Widening Project, a copy of which is attached hereto and incorporated by reference
herein.
SECTION 2. The City Manager is authorized to expend funds as required by the attached
contract.
SECTION 3. The City Council of the City of Denton, Texas hereby expressly delegates the
authority to take any actions that may be required or permitted to be performed by the City of Denton
under File 6676 to the City Manager of the City of Denton, Texas, or his designee.
SECTION_4. The findings in the preamble of this ordinance are incorporated herein by
reference.
SECTION 5. This ordinance shall become effective immediately upon its passage and
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approval.
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CHRIS WATTS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
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APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
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DocuSign Envelope ID: 9148DE78-8CF7-4054-8608-2527827825AC
PROFESSIONAL ENGINEERING SERVICES
FOR
LANDSCAPE DESIGN SERVICES FOR MAYHILL ROAD AND OPEN
SPACE AREA FOR PEDESTRIAN USE
(CONTRACT 6676)
THIS AGREEMENT is made and entered into this date ___________________________, by
and between the City of Denton, Texas, a Texas municipal corporation, with its principal office
and Freese and Nichols, Inc, with its corporate office at 4055 International Plaza, Suite 200,
Fort Worth, Texas, 76109,
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 engineer, as an
independent contractor. The Design Professional hereby agrees to perform the services in
conjunction with the landscape design services for Mayhill Road and proposed open space area
for pedestrian use project as described herein and in the Scope of Work (Exhibit 4), the General
Conditions (Exhibit 3), and other attachments to this Agreement that are referenced in Section 4.
The Project shall include, but shall not be limited to, the following major components (for a more
precise or comprehensive description of the Scope refer to Exhibit 5):
Landscape design services relating to the Mayhill Road Widening project including landscape
design for the length of Mayhill Road as well as improvements to the proposed open space area
for pedestrian use to be located near the intersection of Mayhill Road and Spencer Road.
Landscaping along Mayhill Road will include trees and irrigation as well as the addition of
pedestrian luminaires to the previously-designed street lights on the east side of Mayhill Road.
Open space area improvements will include site grading, sidewalk, landscaping, irrigation, and
illumination design.
SECTION 2
COMPENSATION AND SCHEDULE
Total compensation for the Design Professional contemplated under the terms of this agreement
shall be a total not-to-exceed amount of $107,900 for all services including reimbursable
expenses. The Owner shall compensate the Design Professional as follows:
2.1 BASIC AND SPECIAL SERVICES
2.1.1 For Basic Services the total compensation shall be $107,900.
2.1.2 Progress payments for Basic Services shall be paid in the following percentages for of
the total compensation for the Basic Services satisfactorily completed at the end of the
following phases of the Project:
Contract # 6676
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Conceptual Design Phase 33%
Design Development Phase 33%
Final Design and Construction Documents Phase 34%
Bid and Construction Phases (To be provided under Contract 4511)
2.2 ADDITIONAL SERVICES
2.2.1 If Scope of Services change so that Additional Servicesare needed, including but
not limited to those services described as Additional Services in Exhibit 4, DESIGN
PROFESSIONAL
Additional Services shall be computed based on the Schedule of Charges as shown in
Exhibit 5.
2.3SCHEDULE The Design Professional will be authorized to commence the design work on
the Project upon execution of this AGREEMENT and agrees to complete the detailed design
services within 90 days of the Notice to Proceed.
SECTION 3
INVOICES
Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E.
McKinney St, Denton, TX, 76201-4299. A pro-forma invoice shall be sent to the contract
administrator as identified in the Notice to Proceed. It is the intention of the City of Denton to
make payment on completed orders within thirty days after receipt of invoice, unless unusual
circumstances arise. Invoices must be fully documented as to labor, materials, and
equipment provided, if applicable, and must reference the City of Denton Purchase Order
Number in order to be processed. No payments shall be made on invoices not listing a
Purchase Order Number.
SECTION 4
ENTIRE AGREEMENT
This Agreement includes this executed agreement and the following documents all of which are
attached hereto and made a part hereof by reference as if fully set forth herein:
Exhibit 1 Certificate of Interested Parties Electronic Filing
Exhibit 2 City of Denton Insurance Requirements for Consultants/Contractors
Exhibit 3 City of Denton General Conditions to Agreement for Architectural or Engineering
Services
Exhibit 4 Scope of Services
Exhibit 5 Compensation
Exhibit 6 House Bill 89 Verification
Exhibit 7 Senate Bill 252 Certification
Exhibit 8 Conflict of Interest Questionnaire
By executing this Agreement below in conformance with Sec. 2270 of the Texas Government
Code, the Supplier verifies that the Supplier: (1) does not boycott Israel; and (2) will not boycott
Israel during the term of this Agreement.
Contract # 6676
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This Agreement is signed by the parties hereto effective as of the date first above written.
CITY OF DENTON, TEXAS
A Municipal Corporation
BY: ___________________________
TODD HILEMAN
CITY MANAGER
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: __________________________________
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY: __________________________________
Freese and Nichols, Inc.
A Texas Corporation
BY: ___________________________
AUTHORIZED AGENT
_
EMAIL ADDRESS
_ ________________
TEXAS ETHICS COMMISSION
CERTIFICATE NUMBER
Contract # 6676
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Exhibit 1
Certificate of Interested Parties Electronic Filing
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the
Government Code. The law states that the City may not enter into this contract unless the
Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the
Contractor submits the signed contract. The Texas Ethics Commission has adopted rules
requiring the business entity to file Form 1295 electronically with the Commission.
Contractor will be required to furnish an original notarized Certificate of Interest Parties
before the contract is awarded, in accordance with Government Code 2252.908.
The contractor shall:
1. Log onto the State Ethics Commission Website at :
https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm
2. Register utilizing the tutorial provided by the State
3. Print a copy of the completed Form 1295
4. Enter the Certificate Number on the signature page of this contract.
5. Sign and notarize the Form 1295
6. Email the notarized form to purchasing@cityofdenton.com with the contract number in the
subject line. (EX: Contract 1234 Form 1295)
The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after
Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics
Contract # 6676
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Exhibit 2
CITY OF DENTON
INSURANCE REQUIREMENTS FOR
CONSULTANTS/CONTRACTORS
insurance requirements below. It is highly
recommended that offerors/bidders confer with their respective insurance carriers or brokers
to determine in advance of its proposal or bid submission the availability of insurance
certificates and endorsements as prescribed and provided herein. If an offeror/apparent low
bidder fails to comply strictly with the insurance requirements, that offeror/bidder may be
disqualified from award of the contract. Upon award, all insurance requirements shall
become contractual obligations, which the successful offeror/bidder shall have a duty to
maintain throughout the course of this contract.
STANDARD PROVISIONS:
Without limiting any of the other obligations or liabilities of the Consultant/Contractor, the
Consultant/Contractor shall provide and maintain until the contracted work has been completed
and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated
hereinafter.
As soon as practicable after notification of award, Consultant/Contractor shall file with the
Purchasing Department satisfactory certificates of insurance, containing the proposal/bid
number and title of the project. Consultant/Contractor may, upon written request to the
Purchasing Department, ask for clarification of any insurance requirements at any time;
however, Consultants/Contractors are strongly advised to make such requests prior to
proposal/bid opening, since the insurance requirements may not be modified or waived after
proposal/bid opening unless a written exception has been submitted with the proposal/bid.
Consultant/Contractor shall not commence any work or deliver any material until he or she
receives notification that the contract has been accepted, approved, and signed by the City of
Denton.
All insurance policies proposed or obtained in satisfaction of these requirements shall comply
with the following general specifications, and shall be maintained in compliance with these
general specifications throughout the duration of the Contract, or longer, if so noted:
Each policy shall be issued by a company authorized to do business in the State of
Texas with an A.M. Best Company rating of at least A or better.
Any deductibles or self-insured retentions shall be declared in the proposal or bid. If
requested by the City, the insurer shall reduce or eliminate such deductibles or
self-insured retentions with respect to the City, its officials, agents, employees and
volunteers; or, the Consultant/Contractor shall procure a bond guaranteeing payment of
losses and related investigations, claim administration and defense expenses.
Liability policies shall be endorsed to provide the following:
Contract # 6676
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Name as additional insured the City of Denton, its Officials, Agents,
Employees and volunteers.
That such insurance is primary to any other insurance available to the
additional insured with respect to claims covered under the policy and that this
insurance applies separately to each insured against whom claim is made or
suit is brought. The inclusion of more than one insured shall not operate to
increase the insurer's limit of liability.
Cancellation: City requires 30 day written notice should any of the policies
described on the certificate be cancelled or materially changed before the
expiration date.
Should any of the required insurance be provided under a claims-made form,
Consultant/Contractor shall maintain such coverage continuously throughout
the term of this contract and, without lapse, for a period of three years beyond
the contract expiration, such that occurrences arising during the contract term
which give rise to claims made after expiration of the contract shall be covered.
Should any of the required insurance be provided under a form of coverage that
includes a general annual aggregate limit providing for claims investigation or
legal defense costs to be included in the general annual aggregate limit, the
Consultant/Contractor shall either double the occurrence limits or obtain
Owners and Contractors Protective Liability Insurance.
Should any required insurance lapse during the contract term, requests for
payments originating after such lapse shall not be processed until the City
receives satisfactory evidence of reinstated coverage as required by this
contract, effective as of the lapse date. If insurance is not reinstated, City may,
at its sole option, terminate this agreement effective on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall additionally
comply with the following marked specifications, and shall be maintained in compliance with
these additional specifications throughout the duration of the Contract, or longer, if so noted:
\[X\] A. General Liability Insurance:
General Liability insurance with combined single limits of not less than
$500,000.00 shall be provided and maintained by the Contractor. The policy shall
be written on an occurrence basis either in a single policy or in a combination of
underlying and umbrella or excess policies.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is
used:
Coverage A shall include premises, operations, products, and completed
operations, independent contractors, contractual liability covering this
contract and broad form property damage coverage.
Coverage B shall include personal injury.
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Coverage C, medical payments, is not required.
If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition
and ISO Form GL 0404) is used, it shall include at least:
Bodily injury and Property Damage Liability for premises, operations,
products and completed operations, independent contractors and
property damage resulting from explosion, collapse or underground
(XCU) exposures.
Broad form contractual liability (preferably by endorsement) covering
this contract, personal injury liability and broad form property damage
liability.
\[X\] Automobile Liability Insurance:
Contractor shall provide Commercial Automobile Liability insurance with Combined
Single Limits (CSL) of not less than $500,000.00 either in a single policy or in a
combination of basic and umbrella or excess policies. The policy will include bodily
injury and property damage liability arising out of the operation, maintenance and use
of all automobiles and mobile equipment used in conjunction with this contract.
Satisfaction of the above requirement shall be in the form of a policy endorsement for:
any auto, or
all owned, hired and non-owned autos.
\[X\]
Contractor shall purchase and maintain Worker's Compensation insurance which, in
addition to meeting the minimum statutory requirements for issuance of such
insurance, has Employer's Liability limits of at least $100,000 for each accident,
$100,000 per each employee, and a $500,000 policy limit for occupational disease.
The City need not be named as an "Additional Insured" but the insurer shall agree to
waive all rights of subrogation against the City, its officials, agents, employees and
volunteers for any work performed for the City by the Named Insured. For building or
construction projects, the Contractor shall comply with the provisions of Attachment 1
in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the
Texas Worker's Compensation Commission (TWCC).
\[__\] Owner's and Contractor's Protective Liability Insurance
The Contractor shall obtain, pay for and maintain at all times during the prosecution of the
work under this contract, an Owner's and Contractor's Protective Liability insurance policy
naming the City as insured for property damage and bodily injury which may arise in the
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prosecution of the work or Contractor's operations under this contract. Coverage shall be on
an "occurrence" basis, and the policy shall be issued by the same insurance company that
carries the Contractor's liability insurance. Policy limits will be at least combined bodily
injury and property damage per occurrence with a aggregate.
\[X\] Professional Liability Insurance
Professional liability insurance with limits not less than $1,000,000.00 per claim with
respect to negligent acts, errors or omissions in connection with professional services
is required under this Agreement.
\[ \] Environmental Liability Insurance
Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this
contract.
\[ \] Riggers Insurance
Said coverage may be provided
Floater cover
Coverage form. Said coverage shall mirror the limits provided by the CGL coverage
\[__\] Builders' Risk Insurance
Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall
be provided. Such policy shall include as "Named Insured" the City of Denton and all
subcontractors as their interests may appear.
\[__\] Commercial Crime
Provides coverage for the theft or disappearance of cash or checks, robbery
inside/outside the premises, burglary of the premises, and employee fidelity. The
cover all employees, including new hires. This type insurance should be required if
the contractor has access to City funds. Limits of not less than each
occurrence are required.
\[__\] Additional Insurance
Other insurance may be required on an individual basis for extra hazardous contracts
and specific service agreements. If such additional insurance is required for a specific
contract, that requirement will be described in the "Specific Conditions" of the
contract specifications.
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Exhibit 3
CITY OF DENTON
GENERAL CONDITIONS
TO
AGREEMENT FOR ARCHITECTURAL OR ENGINEERING SERVICES
ARTICLE 1. ARCHITECT OR ENGINEER'S RESPONSIBILITIES
1.1
which these General Conditions are attach
employees and consultants as enumerated in Articles 2 and 3 of these General Conditions as modified by the Agreement and Prop
1.2The Design Professional will perform all Services as an independent contractor to the prevailing professional standards consistent with the level of care and
skill ordinarily exercised by members of the same profession currently practicing in the same locality under similar conditions, including reasonable, informed
with the Degree of Care necessary
for the orderly progress of the Project. Upon request of the Owner, the Design Professional shall submit for the Owner's approval a schedule for the performance
of the Services which may be adjusted as the Project proceeds, and shall include allowances for periods of time required for the Owner's review and for approval
of submissions by authorities having jurisdiction over the Project. Time limits established by this schedule and approved by the Owner shall not, except for
reasonable cause, be exceeded by the Design Professional or Owner, and any adjustments to this schedule shall be mutually acceptable to both parties.
ARTICLE 2 SCOPE OF BASIC SERVICES
2.1 BASIC SERVICES DEFINED scribed in Sections 2.2 through 2.6 of these General
Conditions and include without limitation normal structural, civil, mechanical and electrical engineering services and any other engineering services necessary to
produce a complete and accurate set of Construction Documents, as described by and required in Section 2.4. The Basic Services may be modified by the
Agreement.
2.2 SCHEMATIC DESIGN PHASE
2.2.1 The Design Professional, in consultation with the Owner, shall develop a written program for the Project to ascertain Owner's needs and to establish the
requirements for the Project.
2.2.2 The Design Professional shall provide a preliminary evaluation of the Owner's program, construction schedule and construction budget requirements, each
in terms of the other, subject to the limitations set forth in Subsection 5.2.1.
2.2.3 The Design Professional shall review with the Owner alternative approaches to design and construction of the Project.
2.2.4 Based on the mutually agreed-upon program, schedule and construction budget requirements, the Design Professional shall prepare, for approval by the
Owner, Schematic Design Documents consisting of drawings and other documents illustrating the scale and relationship of Project components. The Schematic
Design shall contemplate compliance with all applicable laws, statutes, ordinances, codes and regulations.
2.2.5 The Design Professional shall submit to the Owner a preliminary detailed estimate of Construction Cost based on current area, volume or other unit costs
and which indicates the cost of each category of work involved in constructing the Project and establishes an elapsed time factor for the period of time from the
commencement to the completion of construction.
2.3 DESIGN DEVELOPMENT PHASE
2.3.1 Based on the approved Schematic Design Documents and any adjustments authorized by the Owner in the program, schedule or construction budget, the
Design Professional shall prepare for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe
the size and character of the Project as to architectural, structural, mechanical and electrical systems, materials and such other elements as may be appropriate,
which shall comply with all applicable laws, statutes, ordinances, codes and regulations. Notwithstanding Owner's approval of the documents, Design
Professional represents that the Documents and specifications will be sufficient and adequate to fulfill the purposes of the Project.
2.3.2 The Design Professional shall advise the Owner of any adjustments to the preliminary estimate of Construction Cost in a further Detailed Statement as
described in Section 2.2.5.
2.4 CONSTRUCTION DOCUMENTS PHASE
2.4.1 Based on the approved Design Development Documents and any further adjustments in the scope or quality of the Project or in the construction budget
authorized by the Owner, the Design Professional shall prepare, for approval by the Owner, Construction Documents consisting of Drawings and Specifications
setting forth in detail requirements for the construction of the Project, which shall comply with all applicable laws, statutes, ordinances, codes and regulations.
2.4.2 The Design Professional shall assist the Owner in the preparation of the necessary bidding or procurement information, bidding or procurement forms, the
Conditions of the contract, and the form of Agreement between the Owner and contractor.
2.4.3 The Design Professional shall advise the Owner of any adjustments to previous preliminary estimates of Construction Cost indicated by changes in
requirements or general market conditions.
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2.4.4 The Design Professional shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of
governmental authorities having jurisdiction over the Project.
2.5 CONSTRUCTION CONTRACT PROCUREMENT
2.5.1 The Design Professional, following the Owner's approval of the Construction Documents and of the latest preliminary detailed estimate of Construction
Cost, shall assist the Owner in procuring a construction contract for the Project through any procurement method that is legally applicable to the Project including
without limitation, the competitive sealed bidding process. Although the Owner will consider the advice of the Design Professional, the award of the
construction contract is in the sole discretion of the Owner.
2.5.2 If the construction contract amount for the Project exceeds the total construction cost of the Project as set forth in the approved Detailed Statement of
Probable Construction Costs of the Project submitted by the Design Professional, then the Design Professional, at its sole cost and expense, will revise the Con-
struction Documents as may be required by the Owner to reduce or modify the quantity or quality of the work so that the total construction cost of the Project will
not exceed the total construction cost set forth in the approved Detailed Statement of Probable Construction Costs.
2.6 CONSTRUCTION PHASE - ADMINISTRATION OF THE CONSTRUCTION CONTRACT
2.6.1 The Design Professional's responsibility to provide Basic Services for the Construction Phase under this Agreement commences with the award of the
Contract for Construction and terminates at the issuance to the Owner of the final Certificate for Payment, unless extended under the terms of Subsection 8.3.2.
2.6.2 The Design Professional shall provide detailed administration of the Contract for Construction as set forth below. For design professionals the
administration shall also be in accordance with AIA document A201, General Conditions of the Contract for Construction, current as of the date of the Agree-
ment as may be amended by the City of Denton special conditions, unless otherwise provided in the Agreement. For engineers the administration shall also be in
accordance with the Standard Specifications for Public Works Construction by the North Central Texas Council of Governments, current as of the date of the
Agreement, unless otherwise provided in the Agreement.
2.6.3 Construction Phase duties, responsibilities and limitations of authority of the Design Professional shall not be restricted, modified or extended without
written agreement of the Owner and Design Professional.
2.6.4 The Design Professional shall be a representative of and shall advise and consult with the Owner (1) during construction, and (2) at the Owner's direction
from time to time during the correction, or warranty period described in the Contract for Construction. The Design Professional shall have authority to act on
behalf of the Owner only to the extent provided in the Agreement and these General Conditions, unless otherwise modified by written instrument.
2.6.5 The Design Professional shall observe the construction site at least one time a week, while construction is in progress, and as reasonably necessary while
construction is not in progress, to become familiar with the progress and quality of the work completed and to determine if the work is being performed in a
manner indicating that the work when completed will be in accordance with the Contract Documents. Design Professional shall provide Owner a written report
subsequent to each on-site visit. On the basis of on-site observations the Design Professional shall keep the Owner informed of the progress and quality of the
work, and shall exercise the Degree of Care and diligence in discovering and promptly reporting to the Owner any observable defects or deficiencies in the work
of Contractor or any subcontractors. The Design Professional represents that he will follow Degree of Care in performing all Services under the Agreement. The
Design Professional shall promptly correct any defective designs or specifications furnished by the Design Professional at no cost to the Owner. The Owner's
approval, acceptance, use of or payment for all or any part of the Design Professional's Services hereunder or of the Project itself shall in no way alter the Design
Professional's obligations or the Owner's rights hereunder.
2.6.6 The Design Professional shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences or
procedures, or for safety precautions and programs in connection with the work. The Design Professional shall not be responsible for the Contractor's schedules
or failure to carry out the work in accordance with the Contract Documents except insofar as such failure may result from Design Professional's negligent acts or
omissions. The Design Professional shall not have control over or charge of acts or omissions of the Contractor, Subcontractors, or their agents or employees, or
of any other persons performing portions of the work.
2.6.7 The Design Professional shall at all times have access to the work wherever it is in preparation or progress.
2.6.8 Except as may otherwise be provided in the Contract Documents or when direct communications have been specially authorized, the Owner and
Contractor shall communicate through the Design Professional. Communications by and with the Design Professional's consultants shall be through the Design
Professional.
2.6.9 Based on the Design Professional's observations at the site of the work and evaluations of the Contractor's Applications for Payment, the Design
Professional shall review and certify the amounts due the Contractor.
2.6.10 The Design Professional's certification for payment shall constitute a representation to the Owner, based on the Design Professional 's observations at the
site as provided in Subsection 2.6.5 and on the data comprising the Contractor's Application for Payment, that the work has progressed to the point indicated and
that the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to minor deviations from the Contract
Documents correctable prior to completion and to specific qualifications expressed by the Design Professional. The issuance of a Certificate for Payment shall
further constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment shall not
be a representation that the Design Professional has (1) reviewed construction means, methods, techniques, sequences or procedures, or (2) ascertained how or for
what purpose the Contractor has used money previously paid on account of the Contract Sum.
2.6.11 The Design Professional shall have the responsibility and authority to reject work which does not conform to the Contract Documents. Whenever the
Design Professional considers it necessary or advisable for implementation of the intent of the Contract Documents, the Design Professional will have authority
to require additional inspection or testing of the work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated,
installed or completed. However, neither this authority of the Design Professional nor a decision made in good faith either to exercise or not exercise such
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authority shall give rise to a duty or responsibility of the Design Professional to the Contractor, Subcontractors, material and equipment suppliers, their agents or
employees or other persons performing portions of the work.
2.6.12 The Design Professional shall review and approve or take other appropriate action upon Contractor's submittals such as Shop Drawings, Product Data and
Samples for the purpose of (1) determining compliance with applicable laws, statutes, ordinances and codes; and (2) determining whether or not the work, when
completed, will be in compliance with the requirements of the Contract Documents. The Design Professional shall act with such reasonable promptness to cause
no delay in the work or in the construction of the Owner or of separate contractors, while allowing sufficient time in the Design Professional's professional judg-
ment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such
as dimensions and quantities or for substantiating instructions for installation or performance of equipment or systems designed by the Contractor, all of which
remain the responsibility of the Contractor to the extent required by the Contract Documents. The Design Professional's review shall not constitute approval of
safety precautions or, unless otherwise specifically stated by the Design Professional, of construction means, methods, techniques, sequences or procedures. The
Design Professional's approval of a specific item shall not indicate approval of an assembly of which the item is a component. When professional certification of
performance characteristics of materials, systems or equipment is required by the Contract Documents, the Design Professional shall be entitled to rely upon such
certification to establish that the materials, systems or equipment will meet the performance criteria required by the Contract Documents.
2.6.13 The Design Professional shall prepare Change Orders and Construction Change Directives, with supporting documentation and data if deemed necessary
by the Design Professional as provided in Subsections 3.1.1 and 3.3.3, for the Owner's approval and execution in accordance with the Contract Documents, and
may authorize minor changes in the work not involving an adjustment in the Contract Sum or an extension of the Contract Time which are not inconsistent with
the intent of the Contract Documents.
2.6.14 On behalf of the Owner, the Design Professional shall conduct inspections to determine the dates of Substantial Completion and Final Completion, and if
requested by the Owner shall issue Certificates of Substantial and Final Completion. The Design Professional will receive and review written guarantees and
related documents required by the Contract for Construction to be assembled by the Contractor and shall issue a final certificate for Payment upon compliance
with the requirements of the Contract Documents.
2.6.15 The Design Professional shall interpret and provide recommendations on matters concerning performance of the Owner and Contractor under the
requirements of the Contract Documents on written request of either the Owner or Contractor. The Design Professional's response to such requests shall be made
with reasonable promptness and within any time limits agreed upon.
2.6.16 Interpretations and decisions of the Design Professional shall be consistent with the intent of and reasonably inferable from the Contract Documents and
shall be in writing or in the form of drawings. When making such interpretations and initial decisions, the Design Professional shall endeavor to secure faithful
performance by both Owner and Contractor, and shall not be liable for results or interpretations or decisions so rendered in good faith in accordance with all the
provisions of this Agreement and in the absence of negligence.
2.6.17 The Design Professional shall render written decisions within a reasonable time on all claims, disputes or other matters in question between the Owner
and Contractor relating to the execution or progress of the work as provided in the Contract Documents.
2.6.18 The Design Professional (1) shall render services under the Agreement in accordance with the Degree of Care; (2) will reimburse the Owner for all
damages caused by the defective designs the Design Professional prepares; and (3) by acknowledging payment by the Owner of any fees due, shall not be
released from any rights the Owner may have under the Agreement or diminish any of the Design Professional's obligations thereunder.
2.6.19 The Design Professional shall provide the Owner with four sets of reproducible prints showing all significant changes to the Construction Documents
during the Construction Phase.
ARTICLE 3 ADDITIONAL SERVICES
3.1 GENERAL
3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified in the Agreement or Proposal, and they shall be paid for by
the Owner as provided in the Agreement, in addition to the compensation for Basic Services. The services described under Sections 3.2 and 3.4 shall only be
provided if authorized or confirmed in writing by the Owner. If services described under Contingent Additional Services in Section 3.3 are required due to
circumstances beyond the Design Professional's control, the Design Professional shall notify the Owner in writing and shall not commence such additional
services until it receives written approval from the Owner to proceed. If the Owner indicates in writing that all or part of such Contingent Additional Services are
not required, the Design Professional shall have no obligation to provide those services. Owner will be responsible for compensating the Design Professional for
Contingent Additional Services only if they are not required due to the negligence or fault of Design Professional.
3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES
3.2.1 If more extensive representation at the site than is described in Subsection 2.6.5 is required, the Design Professional shall provide one or more Project
Representatives to assist in carrying out such additional on-site responsibilities.
3.2.2 Project Representatives shall be selected, employed and directed by the Design Professional, and the Design Professional shall be compensated therefor as
agreed by the Owner and Design Professional.
3.3 CONTINGENT ADDITIONAL SERVICES
3.3.1 Making material revisions in Drawings, Specifications or other documents when such revisions are:
1. inconsistent with approvals or instructions previously given by the Owner, including revisions made necessary by
adjustments in the Owner's program or Project budget;
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2. required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents, or
3. due to changes required as a result of the Owner's failure to render decision in a timely manner.
3.3.2 Providing services required because of significant changes in the Project including, but not limited to, size, quality, complexity, or the Owner's schedule,
except for services required under Subsection 2.5.2.
3.3.3 Preparing Drawings, Specifications and other documentation and supporting data, and providing other services in connection with Change Orders and
Construction Change Directives.
3.3.4 Providing consultation concerning replacement of work damaged by fire or other cause during construction, and furnishing services required in connection
with the replacement of such work.
3.3.5 Providing services made necessary by the default of the Contractor, by major defects or deficiencies in the work of the Contractor, or by failure of
performance of either the Owner or Contractor under the Contract for Construction.
3.3.6 Providing services in evaluating an extensive number of claims submitted by the Contractor or others in connection with the work.
3.3.7 Providing services in connection with a public hearing, arbitration proceeding or legal proceeding except where the Design Professional is party thereto.
3.3.8 Providing services in addition to those required by Article 2 for preparing documents for alternate, separate or sequential bids or providing services in
connection with bidding or construction prior to the completion of the Construction Documents Phase.
3.3.9 Notwithstanding anything contained in the Agreement, Proposal or these General Conditions to the contrary, all services
described in this Article 3 that are caused or necessitated in whole or in part due to the negligent act or omission of the Design Professional shall be performed by
the Design Professional as a part of the Basic Services under the Agreement with no additional compensation above and beyond the compensation due the
Design Professional for the Basic Services. The
this Subsection 3.3.9.
3.4 OPTIONAL ADDITIONAL SERVICES
3.4.1 Providing financial feasibility or other special studies.
3.4.2 Providing planning surveys, site evaluations or comparative studies of prospective sites.
3.4.3 Providing special surveys, environmental studies and submissions required for approvals of governmental authorities or others having jurisdiction over the
Project.
3.4.4 Providing services relative to future facilities, systems and equipment.
3.4.5 Providing services to investigate existing conditions or facilities or to make measured drawings thereof.
3.4.6 Providing services to verify the accuracy of drawings or other information furnished by the Owner.
3.4.7 Providing coordination of construction performed by separate contractors or by the Owner's own forces and coordination of services required in connection
with construction performed and equipment supplied by the Owner.
3.4.8 Providing detailed quantity surveys or inventories of material, equipment and labor.
3.4.9 Providing analyses of operating and maintenance costs.
3.4.10 Making investigations, inventories of materials or equipment, or valuations and detailed appraisals of existing facilities.
3.4.12 Providing assistance in the utilization of equipment or systems such as testing, adjusting and balancing, preparation of operation and maintenance
manuals, training personnel for operation and maintenance and consultation during operation.
3.4.13 Providing interior design and similar services required for or in connection with the selection, procurement or installation of furniture, furnishings and
related equipment.
3.4.14 Providing services other than as provided in Section 2.6.4, after issuance to the Owner of the final Certificate for Payment and expiration of the Warranty
period of the Contract for Construction.
3.4.15 Providing services of consultants for other than architectural, civil, structural, mechanical and electrical engineering portions of the Project provided as a
part of Basic Services.
3.4.16 Providing any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural
practice.
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3.4.17 Preparing a set of reproducible record drawings in addition to those required by Subsection 2.6.19, showing significant changes in the work made during
construction based on marked-up prints, drawings and other data furnished by the Contractor to the Design Professional.
3.4.18 Notwithstanding anything contained in the Agreement, Proposal or these General Conditions to the contrary, all services described in this
Article 3 that are caused or necessitated in whole or in part due to the negligent act or omission of the Design Professional shall be performed by the Design
Professional as a part of the Basic Services under the Agreement with no additional compensation above and beyond the compensation due the Design
Professional for the Basic Services. The intervening or concurrent negligence of the Owner shall not limit the Design Profes
Subsection 3.4.18.
ARTICLE 4 OWNER'S RESPONSIBILITIES
4.1The Owner shall consult with the Design Professional regarding requirements for the Project, including (1) the Owner's objectives, (2) schedule and design
constraints and criteria, including space requirements and relationships, flexibility, expendability, special equipment, systems and site requirements, as more
specifically described in Subsection 2.2.1.
4.2 The Owner shall establish and update an overall budget for the Project, including the Construction Cost, the Owner's other costs and reasonable
contingencies related to all of these costs.
4.3If requested by the Design Professional, the Owner shall furnish evidence that financial arrangements have been made to fulfill the Owner's obligations under
this Agreement.
4.4The Owner shall designate a representative authorized to act on the Owner's behalf with respect to the Project. The Owner or such authorized representative
shall render decisions in a timely manner pertaining to documents submitted by the Design Professional in order to avoid unreasonable delay in the orderly and
sequential progress of the Design Professional's services.
4.5 Where applicable, the Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a
written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining
property and structures; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site;
locations, dimensions and necessary data pertaining to existing buildings, other improvements and trees; and information concerning available utility services and
lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a project benchmark.
4.6Where applicable, the Owner shall furnish the services of geotechnical engineers when such services are requested by the Design Professional. Such services
may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground
corrosion and resistivity tests, including necessary operations for anticipating sub-soil conditions, with reports and appropriate professional recommendations.
4.6.1 The Owner shall furnish the services of other consultants when such services are reasonably required by the scope of the Project and are requested by the
Design Professional and are not retained by the Design Professional as part of its Basic Services or Additional Services.
4.7 When not a part of the Additional Services, the Owner shall furnish structural, mechanical, chemical, air and water pollution tests, tests of hazardous mate-
rials, and other laboratory and environmental tests, inspections and reports required by law or the Contract Documents.
4.8The Owner shall furnish all legal, accounting and insurance counseling services as may be necessary at any time for the Project, including auditing services
the Owner may require to verify the Contractor's Applications for Payment or to ascertain how or for what purposes the Contractor has used the money paid by or
on behalf of the Owner.
4.9The services, information, surveys and reports required by Owner under Sections 4.5 through 4.8 shall be furnished at the Owner's expense, and the Design
Professional shall be entitled to rely upon the accuracy and completeness thereof in the absence of any negligence on the part of the Design Professional.
4.10 The Owner shall give prompt written notice to the Design Professional if the Owner becomes aware of any fault or defect in the Project or nonconformance
with the Contract Documents.
4.11 Design Professional shall propose language for certificates or certifications to be requested of the Design Professional or Design Professional's consultants
and shall submit such to the Owner for review and approval at least fourteen (14) days prior to execution. The Owner agrees not to request certifications that
would require knowledge or services beyond the scope of the Agreement.
ARTICLE 5 CONSTRUCTION COST
5.1 CONSTRUCTION COST DEFINED
5.1.1 The Construction Cost shall be the total cost or estimated cost to the Owner of all elements of the Project designed or specified by the Design Professional.
5.1.2 The Construction Cost shall include the cost at current market rates of labor and materials furnished by the Owner and equipment designed, specified,
selected or specially provided for by the Design Professional, plus a reasonable allowance for the Contractor's overhead and profit. In addition, a reasonable
allowance for contingencies shall be included for market conditions at the time of bidding and for changes in the work during construction.
5.1.3 Construction Cost does not include the compensation of the Design Professional and Design Professional's consultants, the costs of the land, rights-of-way,
financing or other costs which are the responsibility of the Owner as provided in Article 4.
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5.2 RESPONSIBILITY FOR CONSTRUCTION COST
5.2.1 Evaluations of the Owner's Project budget, preliminary estimates of Construction Cost and detailed estimates of Construction Cost prepared by the Design
Professional represent the Design Professional's best judgment as a design professional familiar with the construction industry. It is recognized, however, that
neither the Design Professional nor the Owner has control over the cost of labor, materials or equipment, over the Contractor's methods of determining bid prices,
or over competitive bidding or market conditions. Accordingly, the Design Professional cannot and does not warrant or represent that bids or cost proposals will
not vary from the Owner's Project budget or from any estimate of Construction Cost or evaluation prepared or agreed to by the Design Professional.
5.2.2 No fixed limit of Construction Cost shall be established as a condition of the Agreement by the furnishing, proposal or establishment of a Project budget,
unless such fixed limit has been agreed upon in writing and signed by the parties thereto. If such a fixed limit has been established, the Design Professional shall
be permitted to include contingencies for design, bidding and price escalation, to determine what materials, equipment, component systems and types of construc-
tion are to be included in the Contract Documents, to make reasonable adjustments in the scope of the Project and to include in the Contract Documents alternate
bids to adjust the Construction Cost to the fixed limit. Fixed limits, if any, shall be increased in the amount of an increase in the Contract Sum occurring after
execution of the Contract for Construction.
5.2.3 If the Procurement Phase has not commenced within 90 days after the Design Professional submits the Construction Documents to the Owner, any Project
budget or fixed limit of Construction Cost shall be adjusted to reflect changes in the general level of prices in the construction industry between the date of sub-
mission of the Construction Documents to the Owner and the date on which proposals are sought.
ARTICLE 6 OWNERSHIP AND USE OF DOCUMENTS
6.1 The Drawings, Specifications and other documents prepared by the Design Professional for this Project are instruments of the Design Professional's service
and shall become the property of the Owner upon termination or completion of the Agreement. The Design Professional is entitled to retain copies of all such
and expense. In the event the Owner uses any of the information or materials developed pursuant to the Agreement in another project or for other purposes than
are specified in the Agreement, the Design Professional is released from any and all liability relating to their use in that project
6.2 Submission or distribution of documents to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed
as publication in derogation of the Design Professional's reserved rights.
ARTICLE 7 TERMINATION, SUSPENSION OR ABANDONMENT
7.1 The Design Professional may terminate the Agreement upon not less than thirty days written notice should the Owner fail substantially to perform in
accordance with the terms of the Agreement through no fault of the Design Professional. Owner may terminate the Agreement or any phase thereof with or
without cause upon thirty (30) days prior written notice to the Design Professional. All work and labor being performed under the Agreement shall cease
h notice. Before the end of the thirty (30) day period, Design Professional shall invoice the Owner for all
work it satisfactorily performed prior to the receipt of such notice. No amount shall be due for lost or anticipated profits. All plans, field surveys, and other data
related to the Project shall become property of the Owner upon termination of the Agreement and shall be promptly delivered to the Owner in a reasonably
organized form. Should Owner subsequently contract with a new Design Professional for continuation of services on the Project, Design Professional shall coop-
erate in providing information.
7.2If the Project is suspended by the Owner for more than 30 consecutive days, the Design Professional shall be compensated for services satisfactorily
performed prior to notice of such suspension. When the Project is resumed, the Design Professional's compensation shall be equitably adjusted to provide for
expenses incurred in the interruption and resumption of the Design Professional's services.
7.3The Agreement may be terminated by the Owner upon not less than seven days written notice to the Design Professional in the event that the Project is
permanently abandoned. If the Project is abandoned by the Owner for more than 90 consecutive days, the Design Professional or the Owner may terminate the
Agreement by giving written notice.
7.4 Failure of the Owner to make payments to the Design Professional for work satisfactorily completed in accordance with the Agreement shall be considered
substantial nonperformance and cause for termination.
7.5 If the Owner fails to make payment to Design Professional within thirty (30) days of receipt of a statement for services properly and satisfactorily performed,
the Design Professional may, upon seven days written notice to the Owner, suspend performance of services under the Agreement.
7.6 In the event of termination not the fault of the Design Professional, the Design Professional shall be compensated for services properly and satisfactorily
performed prior to termination.
ARTICLE 8 PAYMENTS TO THE DESIGN PROFESSIONAL
8.1 DIRECT PERSONNEL EXPENSE
8.1.1 Direct Personnel Expense is defined as the direct salaries of the Design Professional's personnel engaged on the Project and the portion of the cost of their
mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holi-
days, vacations, pensions and similar contributions and benefits.
8.2 REIMBURSABLE EXPENSES
8.2.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Design Professional and
Design Professional's employees and consultants in the interest of the Project, as identified in the following Clauses.
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8.2.1.1 Expense of transportation in connection with the Project; expenses in connection with authorized out-of-town travel; long-distance communications; and
fees paid for securing approval of authorities having jurisdiction over the Project.
8.2.1.2 Expense of reproductions (except the reproduction of the sets of documents referenced in Subsection 2.6.19), postage and handling of Drawings,
Specifications and other documents.
8.2.1.3 If authorized in advance by the Owner, expense of overtime work requiring higher than regular rates.
8.2.1.4 Expense of renderings, models and mock-ups requested by the Owner.
8.2.1.5 Expense of computer-aided design and drafting equipment time when used in connection with the Project.
8.2.1.6 Other expenses that are approved in advance in writing by the Owner.
8.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES
8.3.1 Payments for Basic Services shall be made monthly and, where applicable, shall be in proportion to services performed within each phase of service, on the
basis set forth in Section 2 of the Agreement and the schedule of work.
8.3.2 If and to the extent that the time initially established in the Agreement is exceeded or extended through no fault of the Design Professional, compensation
for any services rendered during the additional period of time shall be computed in the manner set forth in Section 2 of the Agreement.
8.3.3 When compensation is based on a percentage of Construction Cost and any portions of the Project are deleted or otherwise not constructed, compensation
for those portions of the Project shall be payable to the extent services are performed on those portions, in accordance with the schedule set forth in Section 2 of
the Agreement based on (1) the lowest bona fide bid or (2) if no such bid or proposal is received, the most recent preliminary estimate of Construction Cost or
detailed estimate of Construction Cost for such portions of the Project.
8.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES
8.4.1 Payments on account of the Design Professional's Additional Services and for Reimbursable Expenses shall be made monthly within 30 days after the
presentation to the Owner of the Design Professional's statement of services rendered or expenses incurred.
8.5 PAYMENTS WITHHELD No deductions shall be made from the Design Professional's compensation on account of penalty, damages or other sums
withheld from payments to contractors, or on account of the cost of changes in the work other than those for which the Design Professional is responsible.
8.6 DESIGN PROFESSIONAL'S ACCOUNTING RECORDS Design Professional shall make available to Owner or Owner's authorized representative
records of Reimbursable Expenses and expenses pertaining to Additional Services and services performed on the basis of a multiple of Direct Personnel Expense
for inspection and copying during regular business hours for three years after the date of the final Certificate of Payment, or until any litigation related to the
Project is final, whichever date is later.
ARTICLE 9 INDEMNITY
9.1 The Design Professional shall indemnify and save and hold harmless the Owner and its officers, agents, and employees from and against any and all
liability, claims, demands, damages, losses, and expenses, including, but not limited to court costs and reasonable attorney fees incurred by the Owner,
and including, without limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of
the Design Professional or its officers, shareholders, agents, or employees in the performance of the Agreement.
9.2 Nothing herein shall be construed to create a liability to any person who is not a party to the Agreement, and nothing herein shall waive any of the
eement, including the defense of
governmental immunity, which defenses are hereby expressly reserved.
ARTICLE 10 INSURANCE During the performance of the Services under the Agreement, Design Professional shall maintain the following
insurance with an insurance company licensed or authorized to do business in the State of Texas by the State Insurance Commission or any successor
agency that has a rating with Best Rate Carriers of at least an A- or above:
10.1 Comprehensive General Liability Insurance with bodily injury limits of not less than $1,000,000 for each occurrence and not less than $2,000,000 in
the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than $250,000 in the aggregate.
10.2 Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident, and
with property damage limits of not less than $100,000 for each accident.
10.3 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 Professional shall furnish insurance certificates or insurance policies to the Owner evidencing insurance in compliance with this Article
10 at the time of the execution of the Agreement. The General Liability and Automobile Liability insurance policies shall name the Owner as an
icy shall contain a waiver of subrogation in favor of the Owner, and each policy shall contain a
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esign Professional. In such
event, the Design Professional shall, prior to the effective date of the change or cancellation, furnish Owner with substitute certificates of insurance
meeting the requirements of this Article 10.
ARTICLE 11 MISCELLANEOUS PROVISIONS
11.1 The Agreement shall be governed by the laws of the State of Texas. Venue of any suit or cause of action under the Agreement shall lie exclusively in
Denton County, Texas.
11.2 The Owner and Design Professional, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this
Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. The Design
Professional shall not assign its interests in the Agreement without the written consent of the Owner.
11.3 The term Agreement as used herein includes the executed Agreement, the Proposal, these General Conditions and other attachments referenced in Section 3
of the Agreement which together represent the entire and integrated agreement between the Owner and Design Professional and supersedes all prior negotiations,
representations or agreements, either written or oral. The Agreement may be amended only by written instrument signed by both Owner and Design
Professional. When interpreting the Agreement the executed Agreement, Proposal, these General Conditions and the other attachments referenced in Section 3 of
the Agreement shall to the extent that is reasonably possible be read so as to harmonize the provisions. However, should the provisions of these documents be in
conflict so that they can not be reasonably harmonized, such documents shall be given priority in the following order:
1. The executed Agreement
2. Attachments referenced in Section 3 of the Agreement other than the Proposal
3. These General Provisions
4. The Proposal
11.4 Nothing contained in the Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or
Design Professional.
11.5 Upon receipt of prior written approval of Owner, the Design Professional shall have the right to include representations of the design of the Project,
including photographs of the exterior and interior, among th
shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Design Professional in writing of the specific infor-
mation considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Design Professional on the construction
sign and in the promotional materials for the Project.
11.6 Approval by the Owner shall not constitute, nor be deemed a release of the responsibility and liability of the Design Professional, its employees,
associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed
to be an assumption of such responsibility by the Owner for any defect in the design or other work prepared by the Design Professional, its employees,
subcontractors, agents, and consultants.
11.7 All notices, communications, and reports required or permitted under the Agreement shall be personally delivered or mailed to the respective parties
by depositing same in the United States mail to the address shown below signature block on the Agreement, certified mail, return receipt requested, unless
otherwise specified herein. All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days after
mailing.
11.8 If any provision of the Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered
severable from the remainder of the Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform
the Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of
the stricken provision.
11.9 The Design Professional shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered
hereunder as they may now read or hereinafter be amended during the term of this Agreement.
11.10 In performing the Services required hereunder, the Design Professional shall not discriminate against any person on the basis of race, color,
religion, sex, national origin or ancestry, age, or physical handicap.
11.11 The captions of the Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of the
Agreement.
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EXHIBIT 4
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EXHIBIT 5
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Exhibit
House Bill 89 - Government Code 2270
VERIFICATION
I, _______________________________________________, the undersigned
representative of ______________________________Company or Business name
(hereafter referred to as company), being an adult over the age of eighteen (18)
years of age, verify that the company named-above, under the provisions of
Subtitle F, Title 10, Government Code Chapter 2270:
1. Does not boycott Israel currently; and
2. Will not boycott Israel during the term of the contract the above-named
Company, business or individual with City of Denton.
Pursuant to Section 2270.001, Texas Government Code:
1.
with, or otherwise taking any action that is intended to penalize, inflict
economic harm on, or limit commercial relations specifically with Israel, or
with a person or entity doing business in Israel or in an Israeli-controlled
territory, but does not include an action made for ordinary business
purposes; and
2. -profit sole proprietorship, organization,
association, corporation, partnership, joint venture, limited partnership,
limited liability partnership, or any limited liability company, including a
wholly owned subsidiary, majority-owned subsidiary, parent company or
affiliate of those entities or business associations that exist to make a profit.
___________________________________
Name of Company Representative (Print)
________________________________
Signature of Company Representative
_________________________________
Date
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Exhibit
Senate Bill 252 -Government Code 2252
CERTIFICATION
I, ______________________________________________, the undersigned
representative of ________________________________________________
(Company or business name) being an adult over the age of eighteen (18) years of
age, pursuant to Texas Government Code, Chapter 2252, Section 2252.152 and
Section 2252.153, certify that the company named above is not listed on the
website of the Comptroller of the State of Texas concerning the listing of
companies that are identified under Section 806.051, Section 807.051 or Section
2253.153. I further certify that should the above-named company enter into a
contract that is on said listing of companies on the website of the Comptroller of
the State of Texas which do business with Iran, Sudan or any Foreign Terrorist
Management Department.
___________________________________
Name of Company Representative (Print)
________________________________
Signature of Company Representative
_________________________________
Date
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Exhibit
CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as
defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after
the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a
misdemeanor.
Name of vendor who has a business relationship with local governmental entity.
1
2
Check this box if you are filing an update to a previously filed questionnaire.
th
(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 on which you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3
Name of local government officer about whom the information in this section is being disclosed.
Name of Officer
This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor 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 vendor?
Yes No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer
named in this section AND the taxable income is not received from the local governmental entity?
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 one percent or more?
Yes No
D. Describe each employment or business and family relationship with the local government officer named in this section.
4
I have no Conflict of Interest to disclose.
5
Signature of vendor doing business with the governmental entity Date
Certificate Of Completion
Envelope Id: 9148DE788CF7405486082527827825ACStatus: Completed
Subject: Please DocuSign: City Council Contract 6676-REVISED Mayhill Landscape Design
Source Envelope:
Document Pages: 28Signatures: 7Envelope Originator:
Certificate Pages: 6Initials: 0Cindy Alonzo
AutoNav: Enabled901B Texas Street
EnvelopeId Stamping: EnabledDenton, TX 76209
Time Zone: (UTC-08:00) Pacific Time (US & Canada)Cynthia.Alonzo@cityofdenton.com
IP Address: 129.120.6.150
Record Tracking
Status: OriginalHolder: Cindy AlonzoLocation: DocuSign
1/31/2018 7:06:34 AM Cynthia.Alonzo@cityofdenton.com
Signer EventsSignatureTimestamp
Cindy AlonzoSent: 1/31/2018 7:19:09 AM
Completed
cynthia.alonzo@cityofdenton.comViewed: 1/31/2018 7:19:27 AM
BuyerSigned: 1/31/2018 7:22:07 AM
Using IP Address: 129.120.6.150
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Chris Bosco, P.E.Sent: 1/31/2018 7:22:09 AM
CB@freese.comViewed: 1/31/2018 9:52:18 AM
Freese and Nichols, Inc.Signed: 1/31/2018 9:53:07 AM
Security Level: Email, Account Authentication
Using IP Address: 97.75.108.130
(None)
Electronic Record and Signature Disclosure:
Accepted: 1/31/2018 9:52:18 AM
ID: 1dff724f-d99b-47cd-9e95-6bd0b5370512
Jennifer DeCurtisSent: 1/31/2018 9:53:11 AM
jennifer.decurtis@cityofdenton.comViewed: 1/31/2018 9:53:43 AM
Deputy City AttorneySigned: 1/31/2018 9:53:48 AM
City of Denton
Using IP Address: 129.120.6.150
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Rebecca HunterSent: 1/31/2018 9:53:52 AM
Completed
rebecca.hunter@cityofdenton.comResent: 2/7/2018 6:27:51 AM
Assistant Purchasing ManagerViewed: 2/7/2018 7:00:31 AM
Using IP Address: 129.120.6.150
City of DentonSigned: 2/7/2018 7:00:47 AM
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Signer EventsSignatureTimestamp
Todd HilemanSent: 2/7/2018 7:00:52 AM
Todd.Hileman@cityofdenton.comViewed: 2/7/2018 8:07:09 AM
City ManagerSigned: 2/7/2018 8:07:19 AM
City of Denton
Using IP Address: 129.120.6.150
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 7/25/2017 9:02:14 AM
ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21
Jennifer WaltersSent: 2/7/2018 8:07:22 AM
jennifer.walters@cityofdenton.comViewed: 2/9/2018 1:39:02 PM
City SecretarySigned: 2/9/2018 1:39:56 PM
City of Denton
Using IP Address: 129.120.6.150
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer EventsSignatureTimestamp
Editor Delivery EventsStatusTimestamp
Agent Delivery EventsStatusTimestamp
Intermediary Delivery EventsStatusTimestamp
Certified Delivery EventsStatusTimestamp
Carbon Copy EventsStatusTimestamp
Sherri ThurmanSent: 1/31/2018 9:53:09 AM
sherri.thurman@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Julia WinkleySent: 1/31/2018 9:53:10 AM
julia.winkley@cityofdenton.com
Contracts Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jane RichardsonSent: 2/7/2018 7:00:50 AM
jane.richardson@cityofdenton.comViewed: 2/7/2018 12:03:58 PM
Assistant City Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Robin FoxSent: 2/7/2018 7:00:51 AM
Robin.fox@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Carbon Copy EventsStatusTimestamp
Not Offered via DocuSign
Jennifer BridgesSent: 2/9/2018 1:39:59 PM
jennifer.bridges@cityofdenton.comViewed: 2/12/2018 10:59:03 AM
Procurement Assistant
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jane RichardsonSent: 2/9/2018 1:40:00 PM
jane.richardson@cityofdenton.comViewed: 2/19/2018 9:54:19 AM
Assistant City Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sarah LollarSent: 2/9/2018 1:40:01 PM
Sarah.Lollar@cityofdenton.comViewed: 2/12/2018 8:36:07 AM
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Notary EventsSignatureTimestamp
Envelope Summary EventsStatusTimestamps
Envelope SentHashed/Encrypted2/9/2018 1:40:01 PM
Certified DeliveredSecurity Checked2/9/2018 1:40:01 PM
Signing CompleteSecurity Checked2/9/2018 1:40:01 PM
CompletedSecurity Checked2/9/2018 1:40:01 PM
Payment EventsStatusTimestamps
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. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your DocuSign, Inc.
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and if you can access this information electronically to your satisfaction and agree to these terms
and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
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documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
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All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
How to contact City of Denton:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: purchasing@cityofdenton.com
To advise City of Denton of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com
and in the body of such request you must state: your previous e-mail address, your new e-mail
address. We do not require any other information from you to change your email address..
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you
must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
Operating Systems: Windows2000? or WindowsXP?
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NetScape 7.2 (or above)
Email: Access to a valid email account
Screen Resolution: 800 x 600 minimum
Enabled Security Settings:
Allow per session cookies
Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings via
proxy connection
** These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
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were able to read this electronic disclosure and that you also were able to print on paper or
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please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
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ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
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print it, for future reference and access; and
Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by City of Denton during the course of my relationship with you.