2006-199
ORDINANCE NO. 2006- / q tf
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS
AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES
AGREEMENT WITH THE FIRM OF FREESE AND NICHOLS, INe. TO PROVIDE
ENGINEERING SERVICES ASSOCIATED WITH THE DESIGN OF THE SHADY OAKS
DRIVE EXTENSION AND BRINKER ROAD EXTENSION PROJECTS IN AN AMOUNT
NOT TO EXCEED $381,583; AUTHORIZING THE EXPENDITURE OF FUNDS
THEREFOR; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, Freese and Nichols, Inc., a professional engineering firm (the "Provider") is
being selected as the most highly qualified entity on the basis of its demonstrated competence
and qualifications to perform the proposed professional services for the city; and
WHEREAS, attached hereto and made a part hereof by reference is a proposed
professional services agreement (the "Contract") by and between the City and the Provider to
perform engineering services associated with the design of the Shady Oaks Drive and Brinker
Road extension projects; and
WHEREAS, the fees under the 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 CITY COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION I. The findings set forth in the preamble of this Ordinance are incorporated
by reference into the body of this Ordinance as if fully set forth herein.
SECTION 2. The City Council hereby approves the Contract. The City Manager, or his
designee is hereby authorized execute the Contract on behalf of the City and to carry out the
rights and duties of the City under the Contract, and is authorized to expend funds as required by
the Contract. A true and correct copy of said Contract is attached hereto as Exhibit "A."
SECTION 3. This ordinance shall become effective immediately upon its passage and
approval. It
PASSED AND APPROVED this the 19{, day of q~ ,2006.
~~~~R
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
By:
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYDER, CITY ATTORNEY
B~ ~~ ~
S:\Our Documents\Ordinances\06\Freese & Nichols-PSA-Shady Oaks and Brinker Projects-2006.doc
Page 2
PROFESSIONAL SERVICES AGREEMENT
FOR ARCHITECT OR ENGINEER
THIS AGREEMENT is made and entered into as of the / f) d day of
, 20 o,t2? ,by and between the City of Denton, Texas, a Texas municipal
co ratio, with its principal office at 215 East McKinney Street, Denton, Denton County,
Texas 76201, hereinafter called "Owner" and Freese and Nichols, Inc., with its corporate office
at 4055 International Plaza, Suite 200, Fort Worth, Texas 76109 hereinafter called "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, 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,
The City of Denton Shady Oaks Drive extension and Brinker Road extension (the
Project) will include preparing plans and specifications for the following facilities:
. Shady Oaks Drive Extension - Approximately 4,200 linear feet (LF) of a 4-Lane
Divided Secondary Arterial from the existing dead end of Shady Oaks Drive to Loop
288 including sidewalks on both sides of the roadway, underground drainage
improvements, and a Pecan Creek Tributary crossing structure.
. Brinker Road Extension - Approximately 2,450 linear feet (LF) of a 4-Lane Divided
Secondary Arterial from Spencer Road to the proposed Shady Oaks Drive including
sidewalks on both sides of the roadway and underground drainage improvements.
Page I
Design Professional Agrcemcm
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 be $ 245,280.
Progress payments for Basic Services shall be paid monthly on a percentage basis for total
compensation for the Basic Services satisfactorily completed at the end of the design and bid
phases of the Project.
2.2 SPECIAL SERVICES
2.2.1 For the Lump Sum Special Services the total compensation shall be as follows
Hydraulic Analysis
Environmental Permitting Assistance
$23,100
$33.500
Special Services Subtotal (Lump Sum):
$56,600
Progress payments for Lump Sum Special Services shall be paid montWy on a percentage
basis for total compensation for the Special Services satisfactorily completed at the end of the
design and bid phases of the Project.
2.2.2 For the Cost Plus Max Special Services the total compensation shall be as follows
Topographic Field Survey
R.O.W. and Easement Documents
Geotechnical Engineering
Archeological Survey
$35,200
$13,283
$11,220
$16.500
Special Services Subtotal (Cost Plus Max):
$76,203
Progress payments for Cost Plus Max Special Services shall be paid monthly on a time and
materials basis not to exceed total compensation for the Special Services satisfactorily
completed at the end of the design and bid phases of the Project.
Page 2
Design Professional Agreement
Revised 5-30-02
2.3 ADDITIONAL SERVICES
2.3.1 Compensation for Additional Services is Wi follows:
Will be based on the attached schedule of charges.
2.3.2 Compensation for Additional Services of the consultant (FNI), including additional
structural, mechanical and electrical engineering services shall be based on a multiple of 2.08 times
the amounts billed to the Design Professional for such additional services.
2.4 REIMBURSABLE EXPENSES
Reimbursable Expenses shall 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 but not to exceed a total of $3,500 without the prior written
approval of the Owner.
Page 3
Design Professional AgrccmcnI
Revised 5-30-02
SECTION 3
ENTIRE AGREEMENT
This Agreement includes this executed agreement and the following documents all of which are
attached hereto and made a part hereof by reference as if fully set forth herein:
I. City of Denton General Conditions to Agreement for Architectural or Engineering
Services.
2. The Design Professional's Proposal
3. Attachments SC-l through CO-I.
This Agreement is signed by the parties hereto effective as of the date first above written.
CITY OF DENTON
BY: f/otJOJd7J1 ~
HOW ARD MAR~
INTERIM CITY MANAGER
BY:
Y SECRETARY
APP VED A TO LEGAL FORM:
::s~q~
::~$Jl~
ROBERT F. PENCE, P.E, BCEE
President and CEO
WITNESS:
BY: F'q ~L~
Page 4
Design Professional Agreement
Revised 5-30-02
(
(
CITY OF DENTON
GENERAL CONDITIONS
TO
AGREEMENT FOR ARCHITECTURAL OR ENGINEERING SERVICES
ARTICLE I. ARCHITECI' OR ENGINEER'S RESPONSlBILlTlFs
1.1 The Architect or Engineel's services consist ofthosc services for the Project (as defined in the agreement (the.. Agreementj and proposal (the "Proposalj to which these
Geneml Conditions are attached) performed by the Architect or Engineer (hereinafter called the "Design Pro'&ssi.onalJ or Design Professional's employees and consultants as
enumerated in Articles 2 and 3 of these General Conditions as modified by the Agreement and Proposal (the "Services").
L2 The 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 memben oithe same profession currently practicing in the same IocllIity under similar conditions. including rC8Sonable, infunnedjudgml;l1ts and prompt timely
actions (the "Degree (If Carej, The Services shall be performed as expeditiously as is consistent with the Degree of Caro necessaIY for the orderly progress of the Project.
Uponrcquest of the Owner. the Design Professional shall submit fOf the Ownets approval a schedule for the perfurmance of the Services which may be adjusted as the Project
proceeds, and shall include allowances for periods of time required for the Owners review and fOf approval of submissions by authorities havingjurisdic1ion 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 aw:plable to both parties.
ARTICLE 2 SCOPE OF BASIC SERVICES
2.1 BASIC SERVICES DEFINED The Design Professional's Basic Services consist of those descnOed in Sections 22 through 2.6 of these General Conditions and include
without limitation DOnna! structural. civil, mecbanicaI. and electrical engineering services and any other engineering ~ nocessary to produce a complete and accurate set of
Construction Documents, as dooaibed 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 consultat1on with the Owner, shall develop a written program for the Project to ascertain Owner's needs and to establish the
requireIMllts fortheProject
2.2.2 The Design Professional sball provide a preliminary evaluation of the Owner's program. construction schedule and construction budget requi:rements, each in
terms of the other, subject to the limitations set forth in Subsection 5,2.1.
2.2.3 Tho Design Professional shall review with the Owner alternative approaches to design and construction of the Project
ll4 Based on the mutually agreed-upon program, schedule and construction budget requirements, the Design Professional shall prepare, fur 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.
2.1.5 The Design Professional shall submit to the Owner a pre1iminaIy detailed estimate of Construction Cost based on C'IlI1'eI1t area. volume or other unit costs and
which indicates the cost of e8ch category of work involved in constructing the Project and establishes an elapsed time metal" for the period of time from the
commencement to tho completion of COnstruction.
2.3 DESIGN DEVEWPMENT 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 fOI" approval by the Owner, Design Development Docwncnts consisting of drawings and other documents to fix and descnbe the size and
character of the Project as to architootwal, structural, mechanical and electrical systems, materials and such other elements as may be appropriate, which shall comply
with all applicable laws, ~tcs, ordinances, codes and regulations. Notwithsmnding Ownets approval of the documents, Design Professional represents that the
Documents and specifications will be sufficient and adequate to fulfill the pwposes of the Project
2.3.2 Thl!l Design Professional shall advise the Owner of any adju~ts to the preliminaay estimate of Construction Cost in a further Detailed Statement as described
inSOOtion2.2's,
2A CONSTRUCTION DOCUMENTS PIlASE
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
tbrth in detail requirements for the construction of the Project, which shall comply with all appllcable laws, statutes, ordinances, codes and regulations.
2.4.2 .The Design Professional shall assist the Clwnc:r in the preparation of the necessary bidding or procurement ioformation, bidding or procun:ment fonns, the
Conditions of the contract, and the fonn of Agreement between the Owner and contractor
2.4.3 The Design ProCessional shall advise the Owner of any adjustments to previous preliminary estimates of Construction Cost indicated by changes in requirements
or general market conditions
2.4.4 The Design Professional shall assist the Owner in connection with the Owner's responsibility for filing documents required for 1he approval of governmental
authorities having jurisdiction over the Project
2.5 CONSTUCTION CONTRACT PROCUREMENT
2.5.1 The Design Professional, foUowing the Owner's approval of the Construction Documents and of the latest preliminary detailed estimate of Construction Cost,
shall assist the Owncr in procuring a construction contract for the Project through any procurement method that is legally applicable to the Project including without
Page 1 cf8
H'IMisclBlank Fonns\GENERAL CONDITIONS-ARCffiTECT-ENGINEERdoc
Revised 5-30-02
limitations ~e competitive sealed bidding p[
the sole discretion oftbe Owner
/
3. Although the O\vner will consider the advice of the Desil ,)fessional. the award of the construction contract is in
'2.5.2 If the constrnction contract amount for the Project exceeds the tolal 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 Construction
Documents as may be required by the Owner to reduce Of modifY tho quantity or quality of the wolk so that the total construction cost oftbe Project will not exceed
the total cons1IUction cost set forth in the approved Detailed Statement of Probable Construction Costs.
2.6 CONSTRUCTION PllASE- ADMlNISTRA nON OF THE CONSTRUCTION CONTRACT
2.6.1 'Tho Design Professional's responsibility to provide Basic Services for the Construction Phase under this Agreement commences with the awaro of the ConlJact
forConstruction and tenninates at the issuance to the Owner of the final Certificate for Payment. unless extended under the terms of Subsection 8.32
2.6.2 Tb~ Design Professional shall provide detailed administration of the ConlJact for Construction as set furtb. below. For design profcssionalss the administration
shall also be in accordance with JIJA document A20I, General Conditions of the Contract for Construction, current as of the date of tho 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 with the
StandlUd Specifications for Public Works Construction by the North Central Texas Council ofOovemment'l, current as of the date of the Agreement. unless otheIWise
provided in the Agreement.
2.63 OJostruction Phase duties. responsibilities and limitations of authority of the Design Professional shall not be restric~ 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 Owners 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 00. behalf oftbe
Owner only to the extent provided in the Agreement and these General Conditions. tmless otherwise modified by written instnunent
2.6.5 The Design Professional shall observe tho cOnstruction me at least one time a week, while construction is in progress, and as reasOnably necessary while
construction is not in progress. to become fiuniliar with the progress and quality ofllie work completed and to detennine if the work is being performed in a manner
indicating that the work when completed wilt 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 Professioccl. shall keep the Owner infonned of the progress and quality of the work. and shall
exercise the Degree oraue and diligcnoe in discovering and promptlyrcporting to the Owner any observable defects or deficiencies in the work of Contractor or my
subcontractors. The Design Professional rtpre;;ents that he will follow Degree of Care in perfbrming all Services under the Agreement. The Design Professional shall
promptly correct any defective designs or specificalioru; fwnisbed by the Design Professional at no cost to the Owner. The Owner's approval. acceptance, use of or
payment for all or any part oflbe Design Professionafs 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 ~ressiona1 s.baIl 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 progrnms in connection with the work. The DC'iign Professional shan not be responsible for the Contractors schedules or
failure to carry out the work in accordance with the Contract Documents except insofar as such fuilure may result from Design Professional's negligent acts or omigo.
sions. The Design Professional shall not have control over or cluugc .of acts or omissions oCtile Contractor, Subcontractors., or their agents or employees, or of any
other persons performing portions of the work
26.7 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 8Dd Contractor
shan communicate through the Design Professional. Communications by and with the Design Professional's consultants shall be through the Design Professional.
2.6.9 Based 011 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 areprcsentation to the Owner. based on the Design Professional', 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 Worle is in accordance with the Contract Documents. The foregoing representations are subject to minor deviations from the Contract Documents cor-
rectable 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 sball not be a representation that
the Design Professional has (1) reviewed construction means, methods. techniques, sequences or procedures. or (2) ascertained how or forwhat purpose the Contractor
has used money previously paid on aooount of the Contract Sum.
f.6.11 The Design Professional sb.all have the responsibility and authority to reject work which does not confonn to the Contract Docmncnts. 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
completOO. However, neither this authority oftbe Design Professional nor adecision made in good :fu.ith either to exercise oroot exercise such authority shall give rise
to a duty or responsibiI:i:ty oflhe Design Professional to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons
pcrlbrmingportions of the work.
l.6.12 The Design Professional shall review and approve or take other appropriate action upon Contractor's submittals such as Shop Dra'Wings, Product Data and
Samples for the putpose of (1) determining compliance with applicable laws, statutes. ordinances and codes; and (2) determining whether or not the work, wben
completed, will be in compliance with the requirements oftbe Contract Documents.. The Design Professional shall act with such reasonable promptness to cause no
delay in the work or in the const.ruction of the Owner or of separate contractorn, while allowing suffiCient time in the Design Professional's professional judgment to
permit adequate review. Rtview 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 substantilding instructions foc installation or pedbrmance of equipment or systems designed by tho Contmctor, all of whicb remain the
responsibility of the Contnlctor 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 ProfessionaI. of consfruction means. methods. techniques. sequences or procedures. The Design Professional's
approval oia specific item shall not indicate approval ofan assembly of which the item is a component When professional certification of performance characteristics
Page20f8
H:\Misc\Blank Fonns'GENERAL CONDITIONS-ARCHITECT -ENGINEER..doc
Revised 5-30-02
ofmaterials.'systems or equipment is reqJ / the Contract Documents. the Design Plofussional shall be (
materials, systems or equipment will meet the performance criteria required by the Contract Documen1s.
..:d to rely upon such certification to establish that the
2.6.13 The Design Professional shall prepare Change OrdeIS and Construction Cbange 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
all1horize 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 Document.'!.
2.6.14 On behalfofthe Owner, the Design Professional shall conduct inspections to determine the dates ofSubstantiaI Completion ~ Final Completion, amI if
requested by the Owner shall issue Certificates of Substantial and Final Completion. The Design Professional will receive and review written guarantees and related
docmnents 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 ContractDocuments.
2.6.15 The Design Professional shall intelpret 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 reqnests sh.aII. be made with reasooable
promptness and within any time limits agreed upon.
2.6.16 Interpretations and decisions oftbe Design Professional shall be consistent with the intent ofand reasonably inferable from the Cootract Documents and shall
be in writing or in the funn of drawings. When making such interpretations and initial decisions, the Design Professional shall endeavor to secure:6tithful perfurmance
by both Owner and Contractor, and shall not be liable for results or inteJpretations or decisions so rendered in good faith in accordance with all the provisions of this
Agrec.mcnt and in the absmc:e of negligence.
2..6.17 ,The Design Professional shaD render written decisions wtthin a reasonable time on all cIa.ims, disputes or other matters in question between the Owner and
Contrac:torrelating to the execution or progress of the work as provided in the Contract Documents.
2.6.18 The Design Professional (1) shall render se<Vices under Ihe Agreement in accordance with Ihe Degree of Care; (2) will reimbUIse the Owner fur 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 Con<muction Documents during
the Construction Phase.
ARnCLE3 ADDInONALSERVICES
3.1 GENERAL
3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified in tl!.e 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 descnbed under Sections 3.2 and 3.4 shall only be provided if
authorized or confirmed in writing by the Owner. Ifservices described under Contingent Additional Services in Section 3.3 are required due to circumstances beyond
the Design Professionafs control, the Design Professional shall notify the Owner in writing and shaD not oommence such additional services wtil it receives written
approval from the Owner to pnx:eed. If the Owner iDdica1es 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 Profi:ssional.
3.2 PROJECf 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 Plofcssional shall be compensated theretOr as
agreed by the Owner and Design Professional.
3.3 CONTINGENT ADDmONALSERVICES
3.3.1 Making material revisions in DrawinWl. 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 Owners
programorProjed budget;
2. required by the enactment or revision of codes, la'WS or regulations subsequent to the preparation of such documents. or
3 due to changes required as aresuit of the Owner's failure to render decision in a timely manner
3.3.2 Providing services reqnired 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 252
3.3.3 Preparing Drawings. Specifications and other docwnentation and supportiog data, and providing otbl:l" services in connection with Change Orders and
Consbucnon 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 Contmct for Construction
Page 3 of8
H;lMiselBlank FonnslGENERAL CONDlTIONS-ARCHITECT-ENGINEER.doc
Revised 5-30-02
. ( (
3.3.6 .Providing services in evaIuating an extensive numberofc1aims submitted by the Contractor or others in connection with the work.
3.3.7 Providing services in connection with a public hearing, arbitnrtion proceeding or legal proceeding except where the Design Professional is party thereto.
3.3.8 Providing services m addition to those required by Article 2 for preparing document.'l for alternate. separate Of sequenti1l1 bids or providing services in connection
with bidding or consfruction prior to the completion of the Construction Documents Phase.
3.3.9 Notwithstanding anything contained in the Agreement, Proposal or these General Q)llditions 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 com~ation above and beyond the compensation due the Design Professional fur the Basic Services, The
intervening or concurrent negligence of the Owner shalt not limit the Design Professional's obligations under this Subsection 3.39
3.4 Ol'TIONALADDmONAL SERVICES
3.4.1 Providing financial feasibility or other special studies..
3.4.2 Providing planning swve:ys, site evaluations or comparative stndies ofprospectivc sites.
3.4.3 Providing special smve)'S, environmental studies and submissions required for approvals of governmental authorities or others baving jurisdiction over the
Project
3A.4 Providing services tclative 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 verilY the accuracy of drawings or other infunnation furnished by the Owner
3.4.7 Providing coordination of construction performed by separate contractors or by the Owner's own forces and coordirurtion of services required in connection with
construction performed and equipment supplied by the Owner
3.4.8 Providing debilled qU1U1tity 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 appnlisals of existing fi\cilities.
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 opcmtion.
3.4.13 Providing interior design. and similar services required for or in. connection with the selection, procurement or installation of tumiture. furnishings and reIa:ted
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 forConstruction.
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 fumished in accordance with. generally aocepted arehitectural.
practice.
3.4.17 Preparing a set ofrcproducible record drawings in addition to those required by Subsection 2.6.19, showing significant changes in the work. made during con.
struCtiOD based on marked-up pri:nt:s, drawings and other &ta furnished by the Contractor to the DesignProfessional.
3.4.18 Notwithstanding anything contained in the Agreement, Proposal or these General Conditions to the contIaty, 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 perfunned by the Design Professional as a part of the
Basic Servi~ twder the Agreement with no additional compensation above and beyond the compensation due the Design Professional for the Basic Services. The
intervening or concurrent negligence oflhe Owner shall not limit the Design Professional's obligations: nndcrthis Subsection 3.4.18.
ARTICLE 4 OWNER'S RESPONSIBILITIES
4.1 The Owner shall consult with the Design Professional regarding requirements for the Project, including (1) the Owner's objectives, (2) schedl1le and design
constmints and criteria. including space requirements and relationships. flexibility, expendability, spttial equipment, systems and site requirements, as more sped-
:fically descnbed in Subsection 2.2.1
4.2 The Owner shaD establish and update an overall budget fur the Project, including the Construction Cost. the Owner's other costs and reasonable contingencies
related to all of these costs.
4.3 Ifrequested by the Design Profession.a1, the Own~ shall furnish evidence that financial arrangements have been made to Mfill the Owner's obligations under this
Agreement
Page 4 of8
H:\M;scIBlank ForrnslGENERAL CONDITIONS.ARCHlTECf.ENGINEER.doc
Revised 5-30-02
., ,
4." The O\lIDer shall designate a represenJ... AUthorized to act on the Owner's behalfwitb respect totbe~, _ .:t 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 siteofthe 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-VllaY, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations,
dimensions and ueoessaIy data pertaining to existing buildings, othd" improvements and trees; and infonnation concerning available utility services and lines, both
public and private, above and below grade. including inverts and depths. All tho infonnation on thcsurvcyshaU be referenced to a project benchmark.
4.6 Where applicable, the Owner shall furnish the services of geotechnical engineeJs when such seIVices are requested by the De&gn.Professional. Such services may
include but are not limited to test borings, test pUs, determinations ofseil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and re-
sistivity tes'Ol, including necessary oper.dions for anticipating sub-soil conditions. with reports and appropriate professional recommendations.
4.6.1 The Owner shall:fum:ish the services of other eonsultaots 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 ofitS' Basic Services or Additional Semces.
4.7 When not a part of the Additional Services, the Owner shaD furnish structural, mechanical, chemical, air and water pollution te.m, tests ofhazantollS materials,
and other laboratory and environmcotal tests,. inspections and reports required by law or the Contract Documents.
4.8 The Ov.ner shall furnish alllega1, accounting and insw"ance counseling serviees as may be neoeSSSl}'. at any time for the Project, including auditing services the
Owner may reqnire 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.
4.9 The semces, infonnation, surveys am 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 ofnny negligence on the part oftbe Design Professional.
4.10 The Owner shall give prompt written notice to the Design Professional iftbe Owner becomes aware of any fault or defect in the Project or noncooiormance 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 cOnsu1tants 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 seIVices beyond the scope of the Agreement
ARTICLES coNsmucnoN COST
5.1 CONSfRUCflON COST DEFINED
5.1.1 The Construction Costshall be the total costorestimated 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 11l.tcs oftabar 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 o.llowauce fur COD~
tingencies shall be ~uded for market conditions at tho time of bidding and for changes in. the wOIk 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 wbich are the responsibility of the Owner as provtded in Article 4.
5.2 RESPONSffiILrrY FOR CONSTRUCfION COST
5.2.1 Evaluations of the Owner's Project budget, pre1imimuy estimates of Construction Cost and detailed estimates of Construction Cost prepared by the Design
Professional represem the Design Professional's best judgment 8S a design proressional fiuniliar with the construction industry. It is recognized, however. tha1: neither
the Design Professional nor the Owner has control over the cost oflabar, lD!llCriaIs 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
wm the Ownefs 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 bas been agreed upon in writing and signed by the parties thereto. Ifsuch a fixed limit has been established, the Design Professional shall be permitted
to include contingencies for design, bidding and price escalation, 10 determine what materials, equipment, componenl systems iwd types of construction are to be
included in the Contract Document<l:, to make reasonable adjumne.nt<l: in the scope oftb.e Project and to include in the Contract Document'! alternate bids to adjust the
Construction Cost to the:fixed limit. Fixed limits, if any. shall be increased intb.e amount ofan increase in the Contract Sum occurring aftercxccution ofthc Contract
for Construction.
S.2.3 If the Procurement Phase has Dot 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 ofsubmission
of the Construction Documents to the Owner and the da1e on which proposals are sought
ARTICLE 6 OWNERSHIP AND USE OF DOCUMENTS
6.1 The Drawings, Specifications and other document<l: 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 tennination.or completion of the Agreement. The Design Professional is entitled to retain copies of all such documents. Such
d.ocument> are intended only be applicable to this Project, and Owner's use ofsucb document<l: in other projects shall be at Owner's sole risk and expense. In tho event the
Owneruses anyof the ~rmation 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
PageSof8
H:\MisclBlank FormslGENERAL CONDITIONS.ARCIilTECT-ENGINEER.doc
Revised 5~30~02
. ( (
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
ill derogation of the Design Professional's reserved rights.
ARTICLE 7 TERMINATION, SUSPENSION OR ABANDONMENT
7.1 Tbe Design Professional may terminate the Agreernent upon not less than thirty days written notice should the Owner fail substantially to perl'orm in acoorn811CC with the
terms of1he Agreement through no fault of the Design Professional Owner may terminate the .Agreement or any phase lhereofwith or without cause upon thirty (30) days
prior written notice to the Design Professional. All work and labor being performed. tmder the Agreement shall cease immediately upon Design Professional's receipt of such
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 daIa related to the Project shall become property of tho Ovmer upon termination of the
Agreement and shall be promptly delivered to the Owner in a reasonably organized fonn. Should Ownersubsequently contract with a ne:w Design Professional for continuation
of services on the Project, Design Professional shall cooperate in providing information. .
7.2 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 to
notice of such suspension. When the Project is resuined, the Design Professional's compensation shall be equitably adju~ to provide fur expenses i.nctttred in the intenuption
and resumption of the Design Professional's services.
7.3 The Agreement may bo terminated by the Owner upon not less than seven days written notice to tho Design Professional in the event that the Project is pennanently
abandoned, Ifihe Project is abandoned by the Owner for more than 90 consecutive days, the Design Professional or tho Owner may termtnate the Agreement by giving written
notice.
7.4 Failure of the Owner to make payments to tho Design Professional fotWOIk satisfactorily completed in accordance with tho Agreement shall be considered substantial non-
perfonnance and cause fur termination.
7.5 Ifthc Owner fails to make payment to Design Professional withht thirty (30) days ofreceiptofa 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 Agrocmcnt.
7.6 In tho event ofterminati.on not the flwlt of the Design. Professional, tho DesignProfessional shall be compensated for services properly and sRtisfilctorily perfonned prior to
termination.
ARTlCLE8 PAYMENTS TO THE DESIGN PROFESSIONAL
8.1 DIRECfPERSONNELEXPENSE
8.1.1 Direct Personnel Expense is defined as: the direct salaries ofllie Design Professiona11s pemmnel engaged on the Project and tho portion of the cost of their
mandatory and custommy conhibutiol1! !ll1d benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays,
vacations, pensions and similar contributions and bonefi1s.
8.2 REIMBURSABLE EXPENSES
8.2.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses inCWTed by the Design Professional and
Desien Professional's employees and consultants in the interest of the Project, as identified in the following Clauses
8.2.1.1 Expense of transportation in connection with the Project; expenses in connection with authorized out-of.town travel; long-distance connnunications;
and fees paid for securing approval of authorities bavingjurisdiction over the Project.
8.2.1.2 Expense of reproductions (except the reproduction of the sets of documents referenced in Snbsection 2.6.19), postage and handling ofDmwings,
Specifications and other documents.
8.2.1.3 If authorized in advance by the OMler, expense of overtime work requiring higher than regular mtes.
8.2.1.4 Expense of renderings, models and mock-ups requested bytbe Owner,
8.2.1.5 Expense ofcomputcr-aided design llJld drafting equipment time when used in oonnection with the Project
8.2.1.6 Other expenses that are approved in advance in writing by the Owner
8.3 PAYMENTS ON ACCOUNl' OF BASIC SERVICES
8.3.1 Payments for Basic Services shall be made monthly and, where applicable, shaH be in proportion to sClVices perfonned within each phase of service, on the
basis set forth in Section 2 of the Agreement and the schedule ofwoIk.
8.3.2 If and to the extent that the time initially established .in the Agreement is e."Cceeded or extended through no fault of the Design Professional, compensation for any
services rendered during the additioIl81 period of time shall be computed in the manner setfortb in Section 2 of the Agreement
$,3.3 When compensation is based on a percentage ofConstructlon Cost and any portions of the Project are deleted or otherwise not coostructed, compensation for
those portions of tho Project shall be payable to the extent services are performed on those romans, in accordance with the schedule set forth in Section 2 of the
Agreement based on (I) the lowest bona fide bid or (2) uno such bid or proposal is received, the most recent preliminaty estimate of Construction Cost or detailed
estimate of Construction Cost fur such portions of the Project
8.4 PAYMENTS ON ACCOUNT OF ADDmONALSERVICES
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 incurml.
Page 6 of8
H~\Jvfjsc\Blank Fonns\GENERAL CONDmONS-ARCEITECl'-b"NGINEER.doc
Revised 5-30.02
\ (
8.5 PAYMENTs wmIHELD No deductions shan be made from the Design Professional's compensation on acco~ of penalty. liquidated damages or other sums withheld
ffum payments: to contractors, or on account of the cost of changes io. the work other than those for which the Design Professional is responsible.
8.6 DESIGN PROFESSIONAL'S ACCOUNTING RECORDS Design Professional shall make avBilable to Owner or Owner's authorized rcprcscntativc records of
Reimbursable Expcmses and expenses pertaining to Additional Services and Service3 perfonned on the basis of a multiple of Direct Pernonnel Expense fur ~on and
copying dtuing 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 cow! costs and reasonable attorney tees 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 n,othing herein shall waive any of the parties' defenses,
both at law or equity, to any claim. cause of action, or litigation filed by anyone nota party to the Agreemoot. including the defeme ofgovemmentaI immunity, which
defenses arc hereby expressly rcsenred.
ARTICLE 10 IN'SURANCE During the performance of the Services under the Agreement. Design Professional shall maintain the following insuca:ace with an
insurance company licensed or authorized to do business in the Stlde 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 aggrecate,
and with property damage limits of not less than SIOO.OOO for each occurrence and DOtIesS than $250,000 in the aggregate.
10,2 Automobile Liability Insurance with bodily injtuy limits of not Jess than $500,000 for each person and not less than $500,000 for each accident. and with property
damage limits ofnotless 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 [nsucance with limits of not less than $1,000,000 annual aggregate.
10.5 The Design Professional shall fumish iDSUnUlCO certificates or insurance policies to the Owner evidencing insurance in compliance with this Article 10 at the time
efthe execution oithe Agreement The General Liability and Automobile Liability insUl1UlCC policies shall name the Owner as an additional insured. the Workers'
Compensation policy shall contain a waiver of subrogation in favor of the Owner. and each policy shall contain a provision that such insurance shall not be canceled or
modified without thirty (30) days' prior written notioe to Owner and Design 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 AgIecment shall be governed by the laws of the State of Texas. Venue afany suit or cause ofection 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 cepresenlatives 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 consoot 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 mitten or oral The Agreement may be amended only by written inslrument signed by both Owner and Design Professional. When interpreting the
Agrocmcnt the executed Agreement, Proposal, these Genernl 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 bannonize the provisioas.. However, should the provisions oftbese documents be in conflict so that they can not be reasonably harmonized.
such documents shall be given priority in the full0win8 order
1. The executed Agreement
2. .Attachments refurenced 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 wi1b. or a cause of action in favor of a third party against either the Owner or Design
Professional
1 L5 Upon receipt of prior wrinen approval of Owner, the Design Professional shall have the right to include representations of the design of the Project. including photographs
of the ex;tecior and interior, among the Design Professional's promotional and professional materials. The Design ProfesSIonal's materials shall not include the Owner's
confidential or proprietary information if the Owner has previously advised the Design Professional in writing of the specific infunnation considered bY the Owner to be confi-
dential or proprietary The Owner shall provide professional credit for the Design Professional on the construction sign and in the promotional, materials for1heProject
Page 7 of8
H:\Ivl:isc\Blank Forms\GENERAL CONDlTIONS-ARCl-ll1ECT -ENGrnEERdoc
Revised ~30-02
11.6 AP~rpV~'~y ~e Owner shaU not constitute, ( "deemed a release of the responsibility and liability ott( .sign 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 a<;sumption of such
responsibility by the Owner for any defect in tho 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 tho respective parties by depositing
same in the United State!! mail to the address shown below signature block on the Agreement. certified mail. retum 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 ref~rm 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, regulation.'!. 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 shaU not discriminate against any person on the basis of race, color. religion. sex,
national origin or ancestIy. age. or physical handicap.
11.11 The captiOn.'l of the Agreement are for informational putpOses only, and shall not in any way affect the substantive terms or conditions oftbe Agreement
Page 8 of8
H:\Misc\Blank Forms\GENERAL CONDmONS-ARCHlTECT -ENGINEnR.doc
Revised 5-3()..O2
ATTACHMENT SC
SCOPE OF SERVICES AND RESPONSIBILITIES OF OWNER
ARTICLE I
BASIC SERVICES: FNI shall render the following professional services in connection with the
development of the Project:
A. DESIGN PHASE
Upon execution of this AGREEMENT, FNI shall:
I. Prepare two plan/profile schematic level alignment alternatives for City Review and
selection.
2. Prepare drawings, specifications, Construction Contract Documents, designs, and layouts
of improvements to be constructed. Plans sets will be provided to the City for Review at
the 30%, 60% and 90% levels
3. Attend up to (6) six project meetings with City Staff to discuss the design and project
related issues.
4. Submit drawings, specifications, and Construction Contract Documents to the applicable
federal, state and other jurisdictional agency(s) for approval, where required.
5. Furnish such information necessary to utility companies whose facilities may be affected
or services may be required for the Project.
6. Prepare revised opinion of probable construction cost at the 30%, 60%, 90% and Final
stages of the project.
6. Prepare bidder's proposal forms (project quantities) of the improvements to be
constructed.
7. Furnish OWNER 4 sets of copies of drawings, specifications, and bid proposals marked
"Preliminary" for approval by OWNER. Upon final approval by OWNER, FNI will
provide OWNER 4 sets of copies of "Final" drawings.
B. BID PHASE. Upon completion of the design services and approval of "Final" drawings and
specifications by OWNER, FNI will proceed with the performance of services in this phase as
follows:
I.
Assist OWNER in securing bids. Issue a Notice to Bidders to prospective contractors
and vendors listed in FNI's database of prospective bidders, and to selected plan rooms.
Provide a copy of the notice to bidders for OWNER to use in notifying construction news
FNI~
OWNER~
SC-l
publications and publishing appropriate legal notice. The cost for publications shall be
paid by OWNER.
2. Print Bid Documents and distribute to selected plan rooms, and to prospective bidders
that respond to the Notice to Bidders.
3. Assist Owner by responding to questions and interpreting bid documents. Prepare and
issue addenda to the bid documents to plan holders if necessary.
4. Attend one pre bid meeting to answer questions related to the bid documents.
5. FNI will assist OWNER in the opening, tabulating, and analyzing the bids received.
Review the qualification information provided by the apparent low bidder. Recommend
award of contracts or other actions as appropriate to be taken by OWNER. Pre-
qualification of prospective bidders and issuing a list of eligible bidders prior to the bid
opening is not included.
6. Assist OWNER in the preparation of Construction Contract Documents. Provide ten (10)
sets of Construction Contract Documents which include information from the apparent
low bidders bid documents, legal documents, and addenda bound in the documents for
execution by the OWNER and construction contractor. Distribute five (5) copies of
these documents to the contractor with a notice of award that includes directions for the
execution of these documents by the construction contractor. Provide OWNER with the
remaining five (5) copies of these documents for use during construction. Additional sets
of documents can be provided as an additional service.
7. Furnish contractor copies of the drawings and specifications for construction pursuant to
the General Conditions of the Construction Contract.
SPECIAL SERVICES: FNI shall render the following professional services in connection with
the development of the Project:
A. GEOTECHNICAL SERVICES
The proposed subsurface investigation will be to determine subgrade soil types at the boring
locations, make subgrade treatment recommendations for the roadways, develop two
pavement design options, and develop foundation design recommendations for the creek
crossing structure.
I. Clear proposed boring locations with the City of Denton and obtain Texas One Call
verification for commercial buried utilities.
2. Drill 8 borings to a depth of approximately 10 feet and 2 borings to a depth of 25 feet.
3. Obtain relatively undisturbed thin-walled tube samples a standard penetration test samples
as appropriate for the soils encountered. Observe and record groundwater seepage levels.
SC-2
FNIPfL
OWNER~
4. Laboratory testing will be conducted on the samples to evaluate the soil classification and
characteristics. The test will include the atterburg limits, percent passing a no. 200 sieve,
unit dry weight and moisture content, unconfined compressive strength, and PH lime soil
senes.
5. An engineering analysis and evaluation of the field and laboratory data will be performed
for the project and documented in a report. The report will include a boring location map,
boring log, summary of laboratory test results, discussion of soil and ground water
conditions, pavement design options, recommendations for subgrade treatment, earthwork
recommendations and foundation design recommendations for the creek crossing.
B. HYDRAULIC ANALYSIS SERVICES
I. Develop HEC RAS models for Pecan Creek and tributary PC-2 based on the most recent
topographic information.
2. Prepare three different design options for the proposed creek crossing of tributary PC-2.
3. Prepare a Conditional Letter of Map Revision (CLOMR) documenting the impacts of the
proposed design. Five copies of the CLOMR will be provided to the City for submission to
FEMA.
4. Prepare a Letter of Map Revision (LOMR) documenting the as built condition. Five Copies
of the LOMR will be provided to the City for submission to FEMA.
C. ENVIRONMENTAL PERMITTING ASSISTANCE SERVICES
1. Compile Existing Information and Conduct Field Survey
Prior to making a field visit, obtain available information for the vicinity including soils
maps, topographic maps, floodplain maps, and other readily available, pertinent data. This
information will be evaluated to guide the field survey described below. Freese and Nichols
scientists will conduct a pedestrian survey of the road alignment, including two alternative
creek crossing locations, to identify environmental issues.
This investigation will include the following:
· Identification of "waters of the U. S." as defined by U. S. Army Corps
Engineers' (US ACE) regulations. The presence of jurisdictional waters such as
wetlands; ephemeral, intermittent, or perennial streams; or other open waters will
be documented for preparation of a Section 404 permit application or
preconstruction notification. In the event that the project could be authorized
under a nationwide permit without notification, FNI will prepare a letter to the
City, describing the project features and FNI's opinion as to the use of a NWP
without notification to the USACE.
· The presence of potential habitat for any federally listed threatened or
endangered species will be evaluated.
· Documenting evidence of any observed environmental contamination such as
stained soils, sheens on water, etc.
· Providing GPS coordinates of features identified during the pedestrian survey.
FNI~
OWNER~
SC-3
2. Consult with the Texas Historical Commission
Projects sponsored by certain entities, including municipalities, that affect a cumulative area
greater than five acres or that disturb more than 5,000 cubic yards require advance project
review by the Texas Antiquities Committee according to Section 191.0525 (d) of the
Antiquities Code of Texas. Because the proposed project is expected to exceed these impact
thresholds, coordination with the Committee will be required. FNI will prepare a letter to
the Texas Historical Commission (THC) describing the project and requesting the
Committee's review.
3. Evaluate Permitting Issues
FNI will evaluate the proposed road alignment for environmental permits based on data
gathered in the field and from other readily available sources such as regulatory agency
publications and web sites. This task does not include direct correspondence with any
regulatory agencies except the Texas Historical Commission.
4. Prepare Report
FNI will prepare a report documenting the results of the field study and the permit
evaluation, including the presence of waters of the U.S., potential of the project to affect
threatened and endangered species or their habitats, and the results of the THe's review for
potential effects on cultural resources. The report will include an opinion on the Section 404
permitting requirements such as the type of 404 permit, potential mitigation issues, and the
antici pated schedule.
D. SURVEYING SERVICES
I. Establish horizontal and vertical control from existing TxDOT survey reference (Loop 288
Control).
2. Cross sections will be taken at 50-foot intervals along with break lines as required to provide
a digital topographic design file at I-foot interval contours. Side streets, alleys and drainage
ways shall be surveyed a minimum of 200-feet in each direction from the primary road.
Both top of curb and gutter elevations shall be provided. Typically top of pavement shall be
obtained to the 0.0 I foot accuracy and top of ground to 0.10 foot accuracy. The width of the
survey shall be a minimum of 50 feet on either side of the proposed right-of-way. At the
existing intersections the survey shall extend a minimum of 100 feet in all directions.
3. The services of a utility locator service (such as DIGTESS) will be used to locate the
approximate locations of existing franchise and City utilities.
4. Locate and identify all above ground features within the survey limits including but not
limited to buildings, building doors, fences, utilities, street lights poles, concrete steps, stairs,
sidewalk, driveways, handicap ramps, guardrail, etc. The outside limits of dense tree and
vegetation growth shall be identified. All trees 6" or greater shall be measured and
identified. All utility potholes shall be located horizontally and vertically.
5. Locate and identify property corners within the survey limits.
6. Identify existing ROWand easements within the survey limits.
SC-4
FNIr!Jp
OWNE~
7. Types of existing pavement surfaces will be identified for streets, alleys, sidewalks,
driveways, etc. Existing lane markings and signage related to traffic shall be identified.
Existing traffic signals including base, mast arms, fixtures and control boxes shall be located
and identified.
8. Invert elevations and size of existing storm/sanitary sewer pipe shall be identified for all
manholes, junction boxes and inlets within the project limits.
9. Create and provide FNT with a 3-D surface model of the site, compatible with GeoPak
software. Provide electronic file of digital terrain model including tin (break) lines. Provide
ASCII file of all point numbers with coordinates, elevations and descriptions for each.
10. Bench marks will be provided at a minimum of a 1000 feet increment. Horizontal and
vertical coordinates of the benchmarks in the required coordinate system and datum.
11. Prepare ROWand Easement Documents for the project.
a. 7 Right-of-Way Documents
b. 7 Permanent Grading and Drainage Easements
c. 7 Temporary Construction Easements
ARTICLE II
ADDITIONAL SERVICES: Additional Services to be performed by FNI, if specifically
authorized in writing by OWNER, which are not included in the above-described basic services, are
described as follows:
A. Land acquisition services.
B. Preparation of a JD Report and a Section 404 Permit Application or Preconstruction
Notification.
C. Preparation of Mitigation Plan
D. Coordination and Consultation with the USACE
E. Section 401 Coordination with TCEQ
F. CLOMR and LOMR applications fees
G. Construction materials testing.
H. Development of traffic projections for the proposed roadways to be used in the pavement
design options.
I. Field layouts or the furnishing of construction line and grade surveys (to be provided by the
Contractor).
J. New water and sanitary sewer design other than adjustment of surface appurtenances.
K. GIS mapping services or assistance with these services.
SC-5
FNti!le
OWNER~
L. Providing renderings, model, and mock-ups requested by the OWNER.
M. Assisting OWNER in claims disputes with Contractor(s).
N. Assisting OWNER in the defense or prosecution of litigation in connection with or in
addition to those services contemplated by this AGREEMENT. Such services, if any, shall
be furnished by FNI on a fee basis negotiated by the respective parties outside of and in
addition to this AGREEMENT.
O. Performing investigations, studies, and analysis of work proposed by construction
contractors to correct defecti ve work.
P. Design, contract modifications, studies or analysis required to comply with local, State,
Federal or other regulatory agencies that become effective after the date of this agreement.
Q. Services required to resolve bid protests or to rebid the projects for any reason.
R. Providing services to review or evaluate construction contractor(s) claim(s), provided said
claims are supported by causes not within the control of FNT.
S. Subsurface Utility Engineering services for precise location of subsurface conflicts and
utilities.
T. Construction Representation for the roadway projects.
U. Site visits and meetings in excess of the number of trips included in Article I.
V. Providing basic or additional services on an accelerated time schedule. The scope of this
service includes cost for overtime wages of employees and consultants, inefficiencies in
work sequence and plotting or reproduction costs directly attributable to an accelerated time
schedule directed by the OWNER.
SC-6
FNI /JtIJ
OWNER~
ARTICLE III
TIME OF COMPLETION: FNI is authorized to commence work on the Project upon execution
of this AGREEMENT and agrees to complete the services in accordance with the attached
schedule:
If FNI's services are delayed through no fault of FNI, FNI shall be entitled to adjust contract
schedule consistent with the number of days of delay. These delays may include but are not limited
to delays in OWNER or regulatory reviews, delays on the flow of information to be provided to
FNI, governmental approvals, etc. These delays may result in an adjustment to compensation as
outlined on the face of this AGREEMENT and in Attachment CO.
ARTICLE IV
A. MODIFICATIONS TO THE PROFESSIONAL SERVICES AGREEMENT: The following
items were found to be unacceptable terms of conditions by FNI and shall be modified with the
following:
. In the Professional Services Agreement, Section I, Third Sentence - Employment of the
Design Professional, delete the wording "without limitation"
B. MODIFICATIONS TO THE GENERAL CONDITIONS TO AGREEMENT: The following
items were found to be unacceptable terms of conditions for Architectural or Engineering
Services by FNI and shall be modified with the following:
. Article 1.2, Add the following sentence: "The time allotted for the Owner's review periods
will be as agreed to and established in the project schedule."
. Article 2.1, In the first sentence delete the wording: "without limitation"
. Article 2.3, Delete this Article in its entirety
. Article 2.4, Delete this Article in its entirety
. Article 2.5, Delete this Article in its entirety
. Article 2.6, Delete this Article in its entirety
. Article 3.3.9, Delete the last sentence of this Article
. Article 3.4.17, In the first line of the Article, delete the wording: "in addition to those
required by Subsection 2.6.19"
. Article 3.4.18, Delete the last sentence of this Article
. Article 4.10, Add the following sentence: "The Owner shall give written notice to the
Design Professional if the Owner becomes aware of any errors or omissions in the design
work."
SC-7
FNI~
OWNER~
. Article 11.3, Delete the priority of the documents listing and replace with the following:
"I. The executed Agreement
2. The Proposal, including Scope of Services and Responsibility of Owner
3. Attachments referenced in Section 3 of the Agreement other than the
Proposal
4. These General Provisions"
ARTICLE V
RESPONSIBILITIES OF OWNER: OWNER shall perform the following in a timely manner so
as not to delay the services of FNT:
A. Designate in writing a person to act as OWNER's representative with respect to the services
to be rendered under this AGREEMENT. Such person shall have contract authority to
transmit instructions, receive information, interpret and define OWNER's policies and
decisions with respect to FNJ's services for the Project.
B. Assist FNI by placing at FNJ's disposal all available information pertinent to the Project
including previous reports and any other data relative to design or construction of the
Project.
C. Examine all studies, reports, sketches, drawings, specifications, proposals and other
documents presented by FNI, obtain advice of an attorney, insurance counselor and other
consultants as OWNER deems appropriate for such examination and render in writing
decisions pertaining thereto within a reasonable time so as not to delay the services of FNT.
D. Furnish, or direct FNI to provide, Additional Services as stipulated in Attachment SC,
Article III of this AGREEMENT or other services as required.
E. Bear all costs incident to compliance with the requirements of this Article V.
ARTICLE VI
DESIGNATED REPRESENTATIVES: FNI and OWNER designate the following
representatives:
Owner's Designated Representative - Bernard Vokoun, P.E., City of Denton, 601 E. Hickory, Suite B,
Denton, Texas 76205; phone: 940-349-8910; fax: 940-349-8951; email:
bernard. voloun@cityofdenton.com
Owner's Accounting Representative - Annie Bunger, City of Denton, 601 E. Hickory, Suite B,
Denton, Texas 76205; phone: 940-349-8910; fax: 940-349-8951; email:
annie.bunger@cityofdenton.com
FNJ's Project Manager: Chris Bosco, P.E.; 4055 International Plaza, Suite 200, Fort Worth, Texas
76109-4895; Phone: (817) 735-7359; Fax: (817) 735-7491; E-mail: cb@freese.com
FNJ's Accounting Representative: Patti Allen; 4055 International Plaza, Suite 200, Fort Worth,
Texas 76109-4895; Phone: (817) 735-7466; Fax: (817) 735-7491; E-mail: pla@freese.com
FNI~
OWNER"1iM-
SC-8
COMPENSATION
LUMP SUM WITH ADDITIONAL WORK BASED ON COST TIMES MULTIPLIER
A. Basic and Special Services: Compensation to FNI for the Basic and Special Services per the attached
fee proposal summary shall be the lump sum of three hundred five thousand three hundred eighty Dollars
($305,380.00) and a cost not to exceed seventy-six thousand two hundred and three Dollars ($76,203.00)
for a total fee of three hundred eighty-one thousand five hundred eighty-three Dollars ($381,583.00). If
FNI sees the Scope of Services changing so that additional services are needed, including but not limited
to those services described as Additional Services in Attachment SC, FNI will notify OWNER for
OWNER's approval before proceeding. Additional Services shall be computed based on the Schedule of
Charges.
B. Schedule of Charl!es for Additional Work:
Staff Member
Salary Cost Times Multiplier of 2.08
Resident Reoresentative
Salary Cost Times Multiplier of 2.0
Salary Cost is defined as the cost of salaries (including sick leave, vacation, and holiday pay applicable
thereto) plus unemployment and payroll taxes and contributions for social security, employment
compensation insurance, retirement benefits, medical and other insurance, and other miscellaneous
benefits.
Other Direct Expenses
Actual Cost Times Multiplier of 1.10
Other direct expenses shall include outside printing and reproduction expense, communication expense,
travel, transportation and subsistence away from Fort Worth and other miscellaneous expenses directly
related to the work, including costs of laboratory analysis, test, and other work required to be done by
independent persons other than staff members. For CAD services performed In-house by non-FNI
employees where FNI provides workspace and equipment to perform such services, these services will
be billed at cost times a multiplier of 2.0. This markup approximates the cost to FNI if an FNI employee
was performing the same or similar services.
Rates for In-house Services
Computer
$10.00 per hour
Printinl!
Black and Whitc
$0.10 per copy
Plotter
Bond
Spec ial
$ 2.50 per plot
$ 5.00 per plot
Color
$0.50 per copy
Bindinl!
$5.75 per book
Testinl! Apparatus
Density Meter $350.00 per month
Gas Detection $ 10.00 per test
3-10-04
CO-l
FN]&
OWNER~
FEE PROPOSAL SUMMARY
DENTON SHADY OAKS DRIVE AND BRINKER ROADWAY EXTENSIONS
BASIC SERVICES
BASIC SERVICES - DESIGN AND BID PHASE =
SPECIAL SERVICES (CITY FUNDED PROJECT)'
HYDRAULIC ANALYSIS =
ENVIRONMENTAL PERMITTING ASSISTANCE =
TOPOGRAPHIC SURVEYING SERVICES=
ROW & EASEMENT DOCUMENTS =
GEOTECHNICAL ENGINEERING =
ARCHEOLOGICAL SURVEY =
SUBTOTAL:
REIMBURSABLE EXPENSES
REIMBURSABLE EXPENSES =
TOTAL BASIC & SPECIAL SERVICES =
$245,280 Lump Sum
$23,100 Lump Sum
$33,500 Lump Sum
$35,200 Cost Plus Not to Exceed
$13,283 Cost Plus Not to Exceed
$11,220 Cost Plus Not to Exceed
$16,500 Cost Plus Not to Exceed
$132,803
$3,500 Lump Sum
$381,583
~ ~
"
,"5 ~
~ 0
W ~
>
~ ~
uu~ .....
-'0 ~
@~ (\J
IW ,
u< ^
roZ N
I-C: :;;:
urn .
wD N
g~ :;;:
.W N
> ,
ii' N
~ ~
< "
~ '
> 0
D N
< ,
I 0
ro "
"
~
~
~
^
,
o
;
.
<
,
.
,
.
.
,
;
<
;
"
.
,
*
~
,1
.
,
:;
,
;
o
~
~
,
~
.
~
~
<
~
~
N
~
~
~ ~
""t mo_,,_. "."._~_. ~ .-.........
U c e i
__ ~ ~ ~ m j
~ ~ m _ ~. 0
;;; :5 g i:!l 0-
f 2 ~ ~ ~ ~ ~
~ E~ ~ ~ -$ .E.~
i !:. .... <: <II Ul 0
~ ~ ~ ~-i-LL~
- -=l--- ~ l---L-ltt ~. u~~~-
_ u___ ..___ J=JJ~i~'I~-! ~--i=i-l__
J ------ u___ ,,1w1-NllJ--! I ~--1--~----
I~W - ! r! 11)
bjl-H+F-I-~=rH~I=r f..- -in! .........--..
~"2...-~e -01 a:....'" u ii ~::i!
~ .!!! u: ~ :t.. ~ E 1: CI ..
f ~ - ~ 0 ~ ~ <: ~ ~ e
~ ~ ~ ~ ~ ~ -00 g ~ ~ 2 ~
00 .. .. ._ 1: '1;1 GI _ lC <II .- ii
~~:;&:i ~~ ~~i1:
.<:o..e~ cO c:D..W
~ i ~ D.. 0 W a
. ..~_ ; ~ e .__._.~ ....... ~
nr.~ ~ 8 ~
.. - ... ~
i ! D..
~
~
,
<
s ...............j r
i ~ < 0
~ i ) ~~
, D
- ~.Iit..l..'IlII. -~<-
.f=-l -1--
1; C (.)
~ e .... ~
E C ~
5 8 c
o. ~
..--~-o::-
a:; ~ ..
-_.__."~._---- -~ -_.._._..~.
'" w ":;:
c .
----- ....._._'~". ------ ""--"---~-"
.,
~
..
~
iii
c
.g-
,
D
c
i
e
~
~
- .
o
.
"
. .
~ ~
5 !!:
, ..
~ S g ~ ~ ~ ~ : ~ ! ~ ~ S ~ ~ ~ ~ ~ ~ I ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~
~ ~ ~ ~ ~ ~ ~ ~ ~ " ~ ~ ~ ~ K' ~ ~ ~ K' ~ ~ ~ ~ ~ ~ ~ ~ m ~ ~ 0 0 a '
~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~
. .
~ ~
~ w w w w ~ ~ ~ ~ ~
o 0 0 ~ 0 0 0 0 0 0
~ ~ ~ m ~ ~ ~_~ w
~ ~ ~ ~ ~ ~ = ~ ~ -
~ ~ ~ ~ ~ ~ ~ ~ ~ ~
c c
o 0
, ,
i ~ ~ ~ i ~
o 0 ~ 0 0 l'3
"
~ ~
. . .
~ 0 0
o ~ 0
~
"
~
.
.
~
-~-
m
c
-
1
~
"-
11-
"
,
"
~
o g f ~ c ~ ~
"~[ "'~ ~ o~ at
~ ~ ~ ~ ~ i 2 ~ 2 0 '" d 2 ~ ~
oQg ~5~"e g"e ~ ~5~"e ~~ ~ 0
'" i ~ >- - "'~. <( g c ~ ~ ~ ~ ~ ~ ~ ~ i if> g
~ -'~w~.~ ~ g'~~~ ~~~~"~~ lij~g> :~~ lij~~~~ E E o>~
~'" ~o~:."~'ow ~ "-l,o;; oO:~~ ~ O:~~5: ~~g ~,~~6-g.," ~ ~ ~ ~8
~~ O::~I-~"''''~~ ~:'g~ou:~U:""~~o~U:,,,,~o _<(OO~~~~ ij ~ ~ Q :J:o>
~~ ~~oo::~~loo ~~~~~gl~~~~~ll~o"f~~~i~~~*!i ~Q: i~I~~~~
J ~ , i i ~ i ~ ~ ~o~ i ! I ! ! 1 : i ~ 8 J i j ~ ~ ; J i ~ ! ~ i ~ ~ ; ~ i i ~ ~. ~ i ~ ~ ! ~o~ w~. ;.",: ~ ~ ~
~ ~ ~ ~ ~ ! ~ ! 2 ; ~ ~ 8 ~ ~ & ~ i ~ g i 8 - : ~ ! ~
~ ~ ~ ~ 8
Q _ N M ~ ~ w ~ ro ~ ~ ; ~ ~ ~ ~ ~ ~ ~ ~ ~ N ~ ~ ~ ~ ~ ~ ~ ~ g M ~ ~ ~ ~ ~ M ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ * ~ m
. .
~ ~
~ ~
.. i'
. .
o 0
.. ..
. c
~ ~
.
~ I- ~
o
.
,
D
>- '" I:Z. I:Z.
: E ~ ~
~ ~ 0
~ ~
o ~
o
. .
~ i ~ ~ ~ ~ ~ i ~ i
g ; ~ ~ ~ g ~ 000
!Ei~i~
:g ~ ~ 0 0
~ ~
~ ~
o 0
i ~ ~
o 0 0
!!!~!
i ~ ~
;x ~ :!
~ ~ ~
9 0 ::i:l
~ ~ ~ ~
o 0 0
~
z
.
.
..