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2009-183ORDINANCE NO. ZOD9- /O✓ AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT (PSA) WITH ARTHUR SURVEYING CO., INC. FOR PROFESSIONAL SURVEYING SERVICES FOR VARIOUS CITY DEPARTMENTS; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 4374-PROFESSIONAL SERVICES AGREEMENT FOR PROFESSIONAL SURVEYING SERVICES AWARDED TO ARTHUR SURVEYING CO., INC. IN AN AMOUNT NOT TO EXCEED $500,000). WHEREAS, 'The professional services provider (the "Provider) mentioned in this ordinance is being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed professional services; and WHEREAS, The fees under the proposed contract are fair and reasonable and are consistent with and not higher than the recommended practices and fees published by the professional associations applicable to the Provider's profession and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION I. The City Manager is hereby authorized to enter into a professional service contract with Arthur Surveying Co., Inc., to provide professional surveying services for the City of Denton, a copy of which is attached hereto and incorporated by reference herein. SECTION II. The City Manager is authorized to expend funds as required by the attached contract. SECTION III. The findings in the preamble of this ordinance are incorporated herein by reference. SECTION IV. This ordinance shall become effective immediately upon its passage and approval. d PASSED AND APPROVED this the 16? ` day of 2009. MARK X---BUPdk0(JGHSjff)~YOR ATTEST: JENNIFER WALTERS, CITY SECRETARY By. APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: tp, 2t* 70 3-ORD- 'R3 T4 PROFESSIONAL SERVICES AGREEMENT FOR ARCHITECT OR ENGINEER THI AGREEMENT is made and entered into as of the day of 2009, by and between the City of Denton, Texas, a Texas municipal co tion, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called "Owner" and Arthur Surveying Co., Inc., with its corporate office at 220 Elm Street, Suite 200, P.O. Box 54, Lewisville, Texas 75067, hereinafter called "Design Professional," acting herein, by and through their duly authorized representatives. In consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: SECTION 1 EMPLOYMENT OF DESIGN PROFESSIONAL The Owner hereby contracts with the Design Professional, a licensed Texas architect or engineer or surveyor, as an independent contractor. The Design Professional hereby agrees to perform the services as described herein and in the Proposal, the General Conditions, and other attachments to this Agreement that are referenced in Section 3, in connection with the Project. The Project shall include, without limitation, Indefinite Delivery Surveying Services-with Attachments A, B, and C. Page 1 H:ISurvey ServiceslContract 20091Arthur Surveying Agreement 072309.doc Revised 5-30-02 SECTION 2 COMPENSATION The Owner shall compensate the Design Professional as follows: 2.1 BASIC SERVICES 2.1.1 For Basic Services the total compensation shall not exceed $500,000 without additional authorization from the Owner. 2.1.2 Progress payments for Basic Services shall be paid at hourly reimbursable rates in accordance with Attachment `B' and `C' for services performed by the Design Professional, plus any direct cost reimbursables. 2.2 REUWBURSABLE EXPENSES Reimbursable Expenses shall generally be a multiple of 1.10 times the expenses incurred by the Design Professional, the Design Professional's employees and consultants in the interest of the Project as defined in the General Conditions. Reimbursable expenses as agreed to between the Owner and Design Professional are described in more detail in Attachment `C'. SECTION 3 ENTIRE AGREEMENT This Agreement includes this executed agreement and the following documents all of which are attached hereto and made a part hereof by reference as if fully set forth herein: 1. Applicable portions of the City of Denton General Conditions to Agreement for Architectural or Engineering Services. 2. Attachments A through C. This Agreement is signed by the parties hereto effective as of the date first above written. Page 2 H:ISurvey ServiceslContr= 20091Arthur Surveying Agreement 072309.doc Revised 5-30-02 CITY OF DENTON 40G RGE C. CAMPBELL CITY MANAGER ATTEST: J RWALTERS C SECRETARY B APPR D AS LEGAL FORM: ANI TA BURGESS, CITY ATTORNEY BY: Arthur S eying BY: ugl L. Arthur, RPL Pres' t WITNESS: BY: Page 3 HASmvey Swvic Wxnft ct 2009Wdw Smveying Agoeni t 072309.doc Revised 5-30-02 CITY OF DENTON GENERAL CONDITIONS TO AGREEMENT FOR ARCHMWTURAL OR ENGINEERING SERYICES ARTICLE 1. ARCHITECT OR ENGINEER'S RESPONSIBILITIES 1.1 The Architect or Fngioeet's services consist of those services for the Project (as defined in the agreement (the "Agreement") mid proposal (the "Proposal's to which disc General Conditions are attached) perf creed by the Architect or Engineer (hareind er called the "Design Professional') or Design Professional's employees and consultants as emrmerated in Articles 2 and 3 of these General Conditions as modified by the Agreement and Proposel (the "Services'). 1.2 The Design Profissional will perform all Services as an kxkpmxkzd contractor- to the prevailing professional standards consistent with the level of care and shill ordinariiy exercised by members of the same profession currently practicing in the same locality under similar conditions, including masonaW informed judgments and prompt timely actions (the "Degree of Care'). The Services shall be perfumed as expeditiously a is consistent with the Degree of Cam needs my for the orderly progress of the Project Upon request of the Owner, the Design Professional shall submit for the OwnWs approval a schedule far the perf mince of the Services which may be adjusted as the Project proceeds, and shell include allowances for periods of time required for the Owners review and for approval of submissions by authorities having jurisdiction over the Project Time limib 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 panties. ARTICLE 2 SCOPE OF BASIC SERVICES 2.1 BASIC SERVICES DEFINED The Design Professional's Basic Services consist of those described in Sections 2.2 through 2.6 of than General Conditions and include wiflioet limitation normal sbx aei, civil, nnechmanical and electrical engineering services and any other engineering services necessary to produce a complete and accurate act of Construction Docammenb, as described by and required in Section 2.4. The Basic Services may be modified by the Agreement. 242 SCHEMATIC DESIGN PHASE 22.1 The Design Professional, in won with the Owner, shall develop a written program for the Prged to ascertain Owners needs and to establish the requirements for the Project. 22.2 The Design Professional shall provide a preliminary evaluation of the Owner's program, construction schedule and construction budget requirements, each in terms ofthe 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 Me Project. 2.2.4 Based on the mutually agreed-upcar program, schedule and eon muction budget requirements, the Design Professional shall prepare, for approval by the Owner, Schematic Design Documents consisting of drawings and other documers illustrating the seek 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 casts and which itdieafts the cost of each category of work involved in constructing the Project and establishes an elspwd time factor for the period of time from the commencement to the completion of oormtruction, 23 DESIGN DEVELOPMENT PHASE 2-11 Based on the approved Schematic Design Documents and any adjustments m&uiad by the Owner in the program, sdedntie or construction budget the Design Proftsiond shall prepare for approval by the Owner, Design Development Doaanents consisting of drawings and other documents to fix and describe the size end character of the Project as to architectural, structural. mechanical and electrical systcovk materials and such other dements as may be appropriate, which shall comply with all applicable laws, statutes, ordinances, codes and regulations. Notwithstanding Ownef s approval of the documents, Design Professional represents that the Docurne is and specifications will be sufficient and adegnele to fiilfill the purposes of the Project. 23.2 The Design Ptnibuional shall advise the Owner ofmw adjustments to the preliminary estimate of Constnucton Cost in a further Detailed Statement as described in Section 2.2.5. 2A CONSTRUCTION DOCUMENTS PHASE ll4.1 Based on the approved Design Development Documents and my.fatber adjustments in the scope or quality of the Project or in the constructim budget authorized by the Owner, the Design Pro& sioral shall prepare, for approval by the Owner, Construction Documents consisting of Drawings and Specifications setting - Wit in detail nequrcinetuts for the construction ofthe Project, which shall comply with all applicable lanes, statutes, ordiuanacs, codes andregulations 2A2 The Design Professional shall assist the Owner in the preparation of the ieoessary bidding or procurement umfomation, bidding or procurement forms, the Conditions of the contract. and the form of Agreement between the Owner and contractor. 2A.3 The Design Professional shall advise the Owner of arty adjustrnents to previous prolimirmry estimates of Constrnictien Cost indicated by changes in requirements orgenewl merketconditions. 2AA The Design Professional shall assist the Owner in connection with the Owner's responsibility for filing documents requital far the approval of governmental authorities having jurisdiction over the Project. 2.5 CONSTRC ION CONTRACT PROCUREMENT 2.r%1 The Design Professional, following the Ownds approval of the Construction Documents and of the latest preliminary detailed estimate of Construction Cost, shall assist the Owner in pros riog a tanstmcdon contract for the Project through my procurement method that is legally applicable to the Project including without Page 1 of 8 H:ISurvey SaviceAContacdGENERAL CONDrMNS-ARCHITECT-ENGINEER.doe Revised 5-30-02 limitstiort, the competitive sealed bidding process. Although the Owner will consider the advice of the Design Professional, the award of the construction contact is in the sole discretion of the Owner. 2.5.2 If the construction contract amount for the Project exceeds the total construction -oDA of the Project as set forth in the approved Detailed Statement of Probable Construction Coats of the Project submitted by the Design Professional, then the Design Professional, at its sole cost and expense, will revise the Construction 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 coat set forth in the approved Detailed Statement ofProbable Construction Costs. 2.6 CONSTRUCTION PRASE - ADMINISTRATION OF TBE 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 ofthe 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 Agreement 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 wilt 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 2.63 Construction Phase duties, responsibilities and limitations of authority of the Design Professional sfWI 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 Owne's direction from time to time during the correction, or Warranty period described in the Contract for Constuction. 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. 2.65 The Design Professional shall observe the construction site at Ieast one time a week, while constriction 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 the 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 Ownees. 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 Prolbssiorral'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 omis- sions. 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 Fxcept 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 dire 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 qustity of the Work is in somrdance with the Conti-let. DocumwntL The foregoing representations are subject to minor deviations from the Contract Documents oor- reatable 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 repmsentation 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. 16.11 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 root exercise such mudwrity 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 Contradoes 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 judgment 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 performannce characteristics Page 2 of 8 H:ISurvey SemiceslCorrtractlGENERAL CONDITIONS-ARCHITECT-ENGINEER.doe Revised 5-30-02 of materials, syskm or equipment is required by the Contract Documents, the Design Professional" be entitled to rely upon such certification to establish that the materials, systems or equipment will meet the pesformince criteria required by the Contract Doe nwi s. 7.LI3 The Design Professional shall prepare Change Orders and Construction amga Directives, with suppotting documentation. and data if deemed neowary by the Design Professional as provided in Subsections 3.1.1 and 3.3.3, for the Owneft approval and execution in accordance with the Contract Documents, and may a dkoriae minor changes in the work not involving m adjustment in the Contract Sun or an extensors of the Contract Time which are not inconsistent with the intent ofthe Contract Documents. 16.14 On behalf of fie Owner, the Design Professional shall conduct inspections to determine the dates of Substantial Completion and Find Completion, and if requested by the Owner shall issue Certificates of Substantial and Final Completion. The Design Professional will receive and review written gasniciew and related docxuneels required by the Contract for Construction to be assembled by the Contractor and shall issue a find certificahe for Payment upon compliance with the mquirentaMsofthe Cor*wtDoctrnsertts. 2.6.15 The Design Professional shall interpret and provide recommendations on matters contceming performance of the Owner end Contractor under the requi vinents of the Contract Documents on written request of either the Owner or Contractor The Design Proibssiond's response to such requests shall be made with reasonable pra psbms and within any time limits agreed upon. 7Alb brteprelaliom and decisions of the Design Professional shall be consislatt with the intent of and reasonably inferable from the Contract Documer fs and shall be in writing or in ft form of drawings. When making such interpretations and initial decisions, the Design Proflessional shell endeavor to secure f d*U 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. 24.17 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 weak as provided in the Contract Documents. 2.6.15 The Design Professional (1) shall raider services under the Agreement in accordance with the Degree of Care; (2) will reimburse the Owner for all damags caused by the defective designs the Design Professional prepares; and (3) by admowledgnrng payment by the Owner of any floes due, shall not be released from any rights the Owner may have under the Agreencrit or diminish any of the Design Professiondft obiigotim thereunder. 2.6.19 The Design Professional shall provide the Owner with Sour sets of reproducible prints showing all significant changes to the Corstmctio n Doc rrmb 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 k1cu ifxd in the Agreement ar Proposal, and they shall be paid for by the Owner as provided in the Agreement, in addition to the compensation €or Basic Services. The services described under Sections 32 and 3.4 shall only be provided if autbonzed or confirmed is writing by the Owner. If services described under ConWV:nt Additional Services in Section 3.3 are required due to ckcrostances beyond the Design Prr&ssiomrs control, the Design Professional spell notify the Owner in writing and shill 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 sarviora. Owner will be responsible for compensating the Design Prohnional for Contingent Additional Services only if they arc not required due to the rye or fault of Design Professional. 32 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 small provide one or more Project Representatives to assist in carrying out such additional ot-eite responsibilities. 3.12 Project Representatives shall be selected. enplayed and directed by the Dcwp Professional, and the Design Professional shall be *xW sated therefor as agreed by the Owner and Design Professond. 3.3 CONTINGENT ADDITIONAL SERVICES 3361 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 adjuaitnents in the Owners psOgant OF RO act btsdget; 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, a mot for services required under Subsection Z52. 333 Preparing Drawings, Specifications and other documentation and supporting data, and providing other services in connection with Change Orders and Construction Change Directives. 3.14 Providing consultation concerning replacement of work damaged by fire or otter cause during construction, and litmishing services required in connection with the replarxmem of such work. 3.35 Providing services made necessary by the default of the Contractor, by major defects or deficiencies in the work of the Ckintractor, or by failure of performance of either the Owner or Contactor under the Contract for Construction Page 3 of 8 HASurvey ServicesWontraLAGENERAL CONDITIONS-ARCH .Cr-ENGINEER.doe Revised 5-30.02 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, arbor proceeding or legal proceeding except ahcre the Design Professional is party thereto, 33A Providing services in additim to those required by Article 2 for preparing documents for sltematF separate or sequential bids or providing services in comiection with bidding or constructiat prior to the completion ofthe Construction Docur ents Phase. 3369 Notwiftandmg aanytlling contained in the Agraamenr Proposal or these Gerwal Conditions to the ectttrary, all services described in this Article 3 that are caused or necessitated in whole or in part due to the negligent actor omission of the Design Professional shell be performed by the Design PmfessioiW as a part of the Basic Services under the Ageement with no additional oompe cation above and beyond the compensation doe the Design Professional for the Bade Services. 'lire intervening or concurrent negligence of the Owner shell not limit the Design Professional's obligations under this Subsection 33.9. 3A OPTIONAL ADDrMNAL SERVICES 3.4.1 Providing fmancial feasibility or other special studies- 3.4.2 Providing planning surveys, site evaluations or comparative studies of prospective sites. 3A.3 Providing special surveys, environmental studies and atlbmissim required for approvals of governmental authorities or others having jurisdiction over the Project. 3.4A Providing services relative to film tacilities, systems and equipment 3A.5 Providing services to investigate existing conditions or facilities or to make measured dmv.* s thereof. 14.6 Providing services to verify the accuracy of drawings or other infbnnation firnishcd by the Owner. 3A.7 Providing coordination of construction performed by separate contractors or by the Owners own formes and coordination of services required in connection with corshuetion performed and equipment supplied by the Owner. 3.4.8 Providing detailed quantity surveys or inventories of material, equipment and labor. 3.469 Providing analyses ofopenating and maintenance costs. 3.410 Making investigations, inventories of materials or e q uipment, or valuations and detailed appraisals of existing facilities. 3A.12 Providing assistance in the utilization of equipment or systems such as testing, adjusting and balancing preparation of operation and rnamtenance manuals, training personnel for operation and maintenance and carsuitation during operation 3.4.13 Providing interior design and similar services required for or in connection with the selection, procurement or installation of furmiture, furnishings and related equipment 14.14 Providing services other than as provided in Sextim 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. 3A15 Providing services of consultants for other than ambitechaai, civil, structural, mechanical and electrical ereincereng portions of the Project provided as a part of Basic Services. 3A.16 Providing any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural practice. 3.4.17 Preparing a set of r producible record drawings in addition co those required by Subsection 2-6.19, showing significant changes in the work made during con- strxtioa based on muked-up prints, drawings and other data fimushed by the C ni rsclor to the Design Professional. 3A18 Notwithstanding anything contained in the Agreement, Proposal or these Gwmal Conditions W the contrary, all services described in this Article 3 that we c aised or necessitated in whole or in part due to the negligentad or omission ofthe Design Professional shall be performed by the Design Professional as a pat of the Basic Services under the Agreement with no additional compensation above and beyond the compensation dux the Design Professional for the Basic Services. The intervething or concurrent negligence of the Owner shall not limit the Design Pro&ssiorml's obligations order this Subsection 3.4.18, ARTICLE 4 OWNER'S 41 The Owner shall cons* with the Design Professional regarding ra*jiremants for the Project, including (1) the Owner's objectives, (2) schedule and design constrairits and criteria, including space requirements and rdationships, ftembiltty, expendability, special equipment, systems and site requirements, as mom speci- fically described in Subsection 2.2.1. 4.2 The Owner shell 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. 43 If requested by the Design Professional, the Owner shall fumish evidence that financial aranganents have been made to fulfill the Ownces obligations under this Agreement, Page 4 of 8 H:1Survey ServiceslConhactlGENERAL CONDMONS-ARCHITECT-ENGIIdEER.doo Revised 5-30-02 44 The Owner shall designate a representative authorized to act on the Owner's behalf with respect to the Project. The Owner or such wthaaized representative shall render damsons in a timely rnanser pertanng to documents submitted by the Design Prokssionai in oiler to avoid uratesamble delay in the orderly and sequential progress of the Design Professional's services. 43 Where applicable, the Owner shall furnish surveys describing physical charac4atis&6, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal inf Donation shall include. as apxplicable, grades and lines of streets, alleys, pavements and adjoining property and structures; adjacent drainage; rights-of-wary. restrictions, effiftnentS, enanechaums, zoning. deed restrictions, bo uudmw and contours of the. site; laced, dimensions and necessary data pertaining to existing huildingM otter irnprovemerts and trees; and information concurring available utility services and lines, both public and private, above aid below grade, including inverts and depths. All the information on the survey shall be referenced to a project benchmark. 4.6 Where applicabe the Owner shall furnish the services of geotechnical engineers when such services are requested by the Design Ptofasionuai Such services may include but are not limited to hest borings, test pits, determinations of soil bearing values, percolation tests, evahrations of hazardous materials, ground corrosion and re- sistivity tests, including necessary operations for anticipating sib-oil condiWns, with reports and appropriate professional recommendations. 4.6.1 The Owner shall flnnish the services of other consultants when such services we reasonably required by the scope of the Project and are requesled 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 famish structural, mechanical, chemical, air and water pollution tests, tests of hazardous materials, and other laboratafy and environmental tests, inspections and reports required by law or the Contract Documents. 43 The Owner shall furnish all legal, accounting and insurance counseling services as may be necessary at any time for the Project icoluding auditing services the Owner may require to verify the Cortrames Applications lbr Payment or to ascertain how or for what purposes the Contractor has used the money paid by or on behalf of the Owner. 43 The services, m1brlnation, surveys and nepotts required by Owner under Sections 4.5 t mo 4.8 shall be fixnished at the Owner's expense, and the Design Professional shell be entitled to rely upon the aommicy and completeness dsereof in the absence of ary 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 nonconflormance with the Contract. Doahmetts. 4.11 Design Pro6essiornai shin propose languW for certificates or certifications to be requested of the Design Professional or Design Profvssienars consubars and shall submit such iothe Owner for review and approval at least fbtmeen (14) days prior to execution. The Owner agrees not to request certifications that would require knowledge or services beyond the scope of the Agreement. ARTICLES CONSTRUCTION COST 5.1 CONSTRUCTION COST DEFINED 51.1 The Construction Cost shall be the total cost or estimated costto the Queer of all efemems 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 nnnterieis famished by the Owner and equnpnsent designed, speci5od, selected or specially provided for by the Design Professional, plus a reasonable allowance for the ConhwWs overhead and profit In additieh, a reasonable allowaM for con- tingencies shall be inducted for market conditions at the time of bidding and for changes in the work during consrnctioe. 513 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 responibility of the Owner as provided in Article 4. 52 RESPONSIBILITY FOR CONSTRUCTION COST 5.2.1 Evaluation of the Owners Project budget preliminary estimates of Construction Cost and detailed estimates of Construction Cast prepared by the Design Prof manal represent the Design ProfessioWs best judgment as a design profassiotml familiar with the construction industry. Yt is recogn®d, lhowe ve , ihet zx er the Design Professional nor the Owner has control over the onst of labor, materials or equipment, over the Co ntraeWs methods of determining bid prices, or war competitive lidding or market conditions. Accordingly, the Design Professional carrot and does not warrant or represent that bids or cost propnsals will not very from the Owners Project budget or from any estimate of Construction Cost or evaluation prepared or agreed to by the Design Professional. 5.22 No fixed limit of Construction Cost shall be established as a condition of the Agreement by the firnishing, proposal or establishment of a Project budget, unless such fixed limit has been agreed upon in writing and signed by the parties thereto. I£ such a fixed limit has been established, the Design Profassionai "Ube pernutled to include contingencies for design, bidding and price escalation, to determine what rrmfaiels, equipment, component systerns and types of construction are to be included in the Contract Documents, to make reasonable acoustments in the scope of the Project and to include in the Contract Documents alternate bids to adjust the Co stnctian Cost lo the fixed Iimit Fixed limits, if any, shell be increased in the amount of an increase in the Context Sum scarring after execution of the Contract for Construction. 52-3 If the Procurement Phase has not commenced within 90 days after the Design Profetsiond subunits the Conshucwn Documents to the Owner, any Project budget or fixed limit of Const action Cost shall be adjusted to reflect changes in the general level of prices in the construction industry between the date of submission of the Construction Documents to the Owner and the date on which proposals are sought. ARTICLE 6 OWNERSHIP AND USE OF DOCUMENTS 6.1 The Drawings, Specifications and other documents prepared by the Design Professiornal for this Project are instruments of the Design Professional's service and shall become the prapedy of the Owner upon termination or completion of the Agreement The Design Professional is entitled to retain copies of all such documents. Such documents arc intended only be applicable to this Project and Owner's use of such documents in other projects shall be at Owner's sole risk and expense. In the event the Owner uses any of the information or makrials developed pursuant to the Agreement in another project or fix 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 Page 5 of 8 H:1Survey ServiceslContraci tGF,NERAL CONDITIONS-ARCHITECT-ENGINEER.doo Revised 5-30-02 62 Submission ordistributim of dom me a to meet official regulatory requirements or for similar purposes in connectionwith the Project is not to be construed as publication in derogation of the Design Professional's reserved tights. ARTICLE 7 TERNIINATION, 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 terns of the Agreement through no fault of the Design Professional. Owner may terminate the Agreement or any phase thereof with or without Manse upon thirty (30) days prior written notice to the Design Professionel. All work and labor being ped3xmed under the Agreement shall cease immcdW* upon Design Professional's receipt. of such notice. Betbre 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 proft All plans, field surveys, and other data related to the Project shall become property of the Owner upon termination of the Agr cmcm and shall be promptly delivered to the Owner in a reasonably orgarrind faun. Should Owner subsequently contract with a new Design Professional for continuation of services on the Project, Design Pnofsssknal shall cooperate in providing information. 72 If the Project is suspended by the Owner for more than 30 consecutive days, the Design Professional shall be compensated for services satisfactorily performed prior In notice of such suslm lion. When the Project is resumed, the Design Professional's compensation shall be equitably adjusted to provide foresperises incurred in the intemnptiom and resumption ofthe Design Professional's services. 73 The Agreement may be terminated by the Owner upon not less than seven days written notice to the Dwgnn Professional in the event that the Project is permanently abandoned. If the Pmjed 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 (hurter to make payments to the Design Professional for work satisfactorily completed in accordance with the Agreement shall be considered substa "non- performmxx and cart for terminatiom 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 evert of termination not the fault of the Design Professional, the Design Professional sbal I be compensated for services properly and satisfactorily, performed prior to lannuretion. ARTICLE 8 PAYI4ENTS TO THE DESIGN PROFESSIONAL S.1 DIRECT PERSONNEL EXPENSE &L1 Direct Personnel Expense is defamed as the direct salaries of the Design ProkssicaWs personnel engaged on the Project and the portion of the oast of their mandatary and customary contributions and benefits related hereto, such as employmmt taxes and other statutory empioyee benefits, insurance, sick leave, holidays, vacations, pensions and sunder contributions and benefits. 8.2 RERKBURSABLE EXPENSES $2.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and mchmde expenses incurred by the Design Professional and Design Professional's employees and oonsultants in the interest of the Project, as identified in the following Clauses. 82.1.1 Expense of transportation in convection with the Project; expenses in connection with authorized out-of-town travel; torngdisbnnue 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 alts of documents referenced in Subsection 2.6.19), postage and hartdling of Drawings, Specifications and other documents. 82.13 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 Experse of computer-aided design and droning 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. 83 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 83.2 If and to time extort that the time initially estaWished in the Agreement is exceeded or extended through no fault of the Design Professional, compensation for any services rebdered during the addit iornd 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 canstruemd, compensation for than portions of the Project shell be payable to the extent services are performed on those partiams, in accordance with the schedule set forth in Section 2 of the Agreement based on (1) the lowest born fide bid or (2) if no such bid or proposal is received, the most recent preliminary estimate of Construction Cost or detailed edit N of Construction Cost for such portions of the Project. 8A 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 altar the presentation to the Owner of the Design Professional's statement of services rendered or expenses incurred. Page 6 of 8 WXSutvey ServiceslContr=\GENERAL CONDMONS-ARCHITECT-ENOINE.FXt.doe Revised 5-30-02 &5 PAYMENTS WI I H EMI) No deductions shall be made fionh the Design Professional's oompamton on account of penalty, liQridated damages or other smns withheld from payments to WoMi lI fs, or on account of the cost of changes in the work other dm those for which the Design Professional is responsible. 11.6 DESIGN PROFESSIONALS ACCOUNTING RECORDS Design Profs meal shall make available to Owner or Owners authorized representative records of Reimbursable Expanses and expenses pertaming to Additional Services and services performed on the basis of a rmdt*k of Direct Personnel Expense for inspection and copying doing regular business hours for three years after the date of the final Certificate of Payment, or until any litigation related to the Projects tb* 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 coo 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 ads or omissions of the Design Professional or its officers, shareholders, agmts, 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 parties' defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to the Agreement, including the defiahse of governmental immunity, which defames are hereby expressly reserved. ARTICLE 10 INSURANCE During the performance of the Services under the Agreewemr 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: 1R 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 M,000 for each acciden; and with property damage limits of not less than $100,000 for each accident. 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 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 irtsi oe in compliance with this Article 1.0 at the time of the anecution of the Agrees The General Liability and Automobile Liability msaance policies shall name the Owner as an additional insured, the Workers' Compensation policy shall contain a waiver of subrogatiaa in favor of the Owner, and each policy shall contain a provision that such ittarance shall not be canceled or modified without thirty (30) days' prior written notice to Owner and Design Professional. In such event, the Design Professional shell, 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 shat] be governed by the laws of the State of Texas. Venue of any suit or cause of action under the Agreement shall lie exchisively 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 peruhers, 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 writim dent of the Owner. 11.3 The term Agreement as used herein indudes the executed Agreement, the Proposal, these General Conditions and other attachments refrenced in Section 3 of the Agreement which together represent time entire and integrated agreement between the Owner and Design Professional mid supersedes all prior negotiations, repregscamdons w agreements, either written or oral. The Agreement may be amended only by written insttirrient signed by both Owner and Design Professional. When interpreting the Agreement the executed Agreement Proposal, these General Conditions and the other dwchr eras referenced in Section 3 of the Agreement shall to the cote t du t is reasonably possible be read so as to hamcnize the provisions, However, should the provisions of these documents be in conflict so thmtthey can not be rely harmonized, such documents shall be given priority in the following order; 1. The executed Agreement 2. Attachments referenced in Section 3 ofthe Agreement otherthan the Proposal 3. These General Provisions 4. The Proposal I L4 Nothing contained in the Agreement shell 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 ofprior written approval of Owner, the Design Professional shall have the right to include representations ofthe design of the Project, including photographs of the exterior and interior, among the Design Professional's promotional and professional materials. The Design Professional's materials shell not include the Owners confidential or proprietary information if the Owner has previously advised the Design Professional in writing of tho specific infametion considered by the Owner t D be corifi- dential or proprietary. The Owner shall provide professional credit for the Design Professional on the construction sign and in the promotional materials for the Project. Page 7 of B H:ISwrvey ServieesTot*adlGENERAL CONDITIONS-ARCHITECT-ENGINEER.doc Revised 5-30-02 11.6 Approval by the Owner shall not constitute, nor be deemed a release of the reaponsihility and liability of the Design Professional, its employees, associates, agm a, su~Ontrn>cbora. sod subconsultants for the accuracy and competency of their design or otter wads nor shall such approval be deemed to be an assure m of such responsibility by the Owner for any defeat in the design or other work prepared by the Design Professional, its cmpi%w% subcontractor, agwes, and consultants. 11.7 All notices, communications, and reports required or permitted under the Agreement stall be personally delivered or nailed to the reapective parties by depositing same in the united States marl to the ad&= shows below signshn block on the Agreement, certified mail, radon receipt requesK unless otherwise species herein All notices shall be dunned col=a upon receipt by tht: parry ID whom stick notwe Is given, a widua three (3) days aft mailing. 11.8 If any provision of tie Agreement is fowl or deemed by a coact of jurisdiction to be invalid or uneafoseeable, it shall be considered severable ftomn the remainder of the Agreemem sad shall not cause the remainder to be invalid or unenfaoeable. In such event, the parties shall nib m 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. 119 The Design Professional shall comply with all &deral, state, and local Iaw% ndcs, regulations, and ordinances applicable to the work covered hereunder as they may now read or beaetnaiW 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, nations] origin or ancestry, age, or physical handicap. 11.11 The captions of the Agreement are for infornauienal purposes only, and shall not in any way affect the substantive terms or coditioms of the Agreement. Page 8 Of 8 IMSurvey ServiocsCongwAMNERAL CONDITIONS-ARCHITECT-ENGINEER.doc Revised 5-30-02 ATTACHMENT 'A' SCOPE OF BASIC SERVICES The scope of Basic Services for this project generally consists of professional surveying services in support of the City of Denton (Owner) as administered by the City of Denton Engineering Department Services will be on an indefinite delivery basis for specific tasks or projects as requested by City staff. The total amount of work is undetermined and may be limited by the total maximum compensation indicated In Section 2, Compensation, of the Professional Services Agreement. Specific tasks may include the following: ► Construction staking Field design surveys • Topographic surveys • Boundary surveys and analysis Preparation of easement or right-of way exhibits • GPS monument placement • Other professional surveying services as requested All survey services will be performed under the direct supervision of a Registered Professional Land Surveyor (RPLS) licensed to practice in the State of Texas. The Design Professional will seal all boundary surveys and other documents requiring the seal of an RPLS. All surveying services will meet or exceed the minimum standards of practice established by the Texas Board of Professional Land Surveyors. In addition to field crew(s), the Design Professional wOl provide the services of an RPLS and/or survey technician to support the field crew, both to prepare materials prior to field work and to compile, analyze or map the information gathered by the field crew or to otherwise prepare the work of the field crew for delivery to the Owner. PROCEDURE A representative of the Owner will provide the Design Professional with a written Survey Request Form. This request will provide a minimum of forty-eight (48) hours notice of the need for specific services and will outline briefly the nature of the work to be provided along with the necessary timeline. If the Design Professional is unable to meet the required schedule, he will notify the Owner within twenty-four (24) fours so that other provisions or a revised schedule can be arranged. Once the Design Professional has reviewed the preliminary information provided with the Survey Request Form and has agreed to accept the specific assignment as detailed, the Owner will provide detailed information, including written instructions, construction plans or drawings, deeds, sketches, electronic drawing files, or any other information necessary to complete the assignment. Upon review of the detailed information, the Design Professional will provide an estimate of the effort and/or cost of services to the Owner's designated representative. Upon completion of the work, the Design Professional will provide electronic files, plots, maps, exhibits, field notes, point files, and/or other materials as requested by the Owner. Deliverables will be produced and transmitted to the Owner using standards established and set forth by the City of Denton Engineering Department. HASurvey Services\Contrwt 20091Atbwh=nt A.doc Exhibit A - Page 1 ATTACHMENT `B' SCHEDULE OF FEES A. BASIC SERVICES: For work performed by the Design Professional within the scope identified in Attachment A, Scope of Basic Services, the Design Professional will be reimbursed as described below. 1. Labor Design Professional shall be reimbursed on the basis of negotiated fees for each item of service provided, as mutually agreed to by the Design Professional and the Owner, or on the basis of labor of personnel employed by the Design Professional on an hourly basis in accordance with ATTACHMENT 'C', Standard Rate Schedule for Reimbursable/Multiplier Contracts. When services are based on hourly reimbursable rates, the time charged will not Include travel time to the project site from the Lewisville office of the Design Professional and will ease upon completion of the task in Denton. No travel time will be charged by the Design Professional. 2. Direct Expenses Direct expenses, such as printing, reproductions, delivery/courier services, etc. will be reimbursed to the Design Professional at his direct invoice expense times a multiplier as set forth in Attachment'C'. Where appropriate, a not-to-exceed amount will be established and agreed to for each item of service provided. HASurvey ServiceAContract 20091Att ent B.doc Exhibit B - Page 1 ATTACHMENT `C' STANDARD RATE SCHEDULE FOR REIMBURSABLEIMULTIPLIER CONTRACTS (to be attached by the Design Professional) HASurvey ServiceskCOntract 20091Attschmcnt CA= rthur Surveying Co., Inc. P.03ox 54 - Lewisville, Tom 75067 Office (972) 221-9439 Fax: (977 221-4675 CITY OF DENTON SCHEDULE OF HOURLY RATES 220 Elm Street„ Suite 4200 Lewisville, Texas 75067 Effective July 2009 Registered Professional Land Surveyor $110.00 per hour Project Rotative $55.00 per hour Senior Technician $8250 per hour Junior Technician $49.50 per hour Survey Coordinator $55.00 per hour Office Manager $55.00 per hour Office Clerical $33.00 per hour Conventional Field Crew/ Junior Party Chief $88.00 per hour Conventional Field Crew/ Senior Party Chief $110.00 per hour GPS Field Crew $137.50 per hour STAKES: Stakes will be charged at cost + 10% if an excessive number are requre& (TYPiay included in crew rate.) IRONS: Irons will be charged at cost + 10% if an excessive number are required. (Typically included in crew rate.) SPECIAL MONUMENTS: Special Monuments will be charged at cost + 10•/o. SPECIAL EQUIPMENT: Any special equipment required on a job will be charged at rental cost + 10%. OVERTIME RATES: Jobs requiring work on weekends or holidays will be billed at 1.5 times the standard rate. Each project is evaluated to determine the best/most cost effective personnel for that particular project The number of persons on a field crew is deterruined in the same manner. There is no cost difference in a 2 or 3 man crew. SCHEDULE OF REEKBURSABLE EXPENSES Reproduction-Out of-House Vellum Prints Mylar Prints Bond Prints Actual Expense x 1.5 $10.00 / sheet S 20.00 / sheet $1.501 sheet Boundary surveys, exhibits, etc. requiring a lump sum price, please call for a quote @ 972-221-9439.