2007-004
ORDINANCE NO. 2007- oa1
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS
AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES
AGREEMENT FOR ARCHITECT OR ENGINEER BY AND BETWEEN THE CITY OF
DENTON, TEXAS AND THE FIRM OF FREESE AND NICHOLS, INC. TO PROVIDE
ENGINEERING SERVICES ASSOCIATED WITH WATER DISTRIBUTION SYSTEM
MASTER PLANNING IN A LUMP-SUM AMOUNT OF $200,000; 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 city's Water Distribution System Master
Planning project; 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, if
any, 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 iffully set forth herein.
SECTION 2. The City Council hereby approves the Contract. The City Manager, or his
designee is hereby authorized to execute the Contract on behalf of the City and to carry out the
rights and duties of the City under the Contract; and the City Manager is authorized to expend
funds as specified and 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.
PASSED AND APPROVED this the q Ii day Of,ft-rl.. Uf1A"^Y , 2007.
8~6?m5'W
PE R. McNEILL, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYDER, CITY ATTORNEY
ByJtQ W c;LQ
S:\Our Documents\Ordinances\07\Freese & Nichols-PSA-Master Planning-Water Distribution System.doc
Page 2
PROFESSIONAL SERVICES AGREEMENT
FOR ARCHITECT OR ENGINEER
THIS AGREEMENT is made and entered into as of the ?jIlt day of eM ./UI ~fl '
20 tJ1 , by and between the City of Denton, Texas, a Texas municipal corporation, with its pti ipal
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 76 I 09 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 I
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 Water Distribution System Master Plan and Impact Fee Assistance:
~ WATER DISTRIBUTION SYSTEM MASTER PLAN
Task A:
Task B:
Task C:
Task D:
Task E:
Water Model Development
Field Testing and Water Model Calibration
Population and Water Demand Projections for 5-year, JO-year and 25-year
Conditions
Distribution System Hydraulic Capacity Analysis
Water System Capital Improvement Plan, Master Plan Report & Model Training
~ WATERIMPACTFEEASSISTANCE
Task F:
Task G:
Water Impact Fee Analysis
Review the City's Internal Water Impact Fee Credit Analysis
Page 1
Design Professional Agreement-Water Master Plan
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 for Tasks A-G the total compensation shall be a lump sum amount of
$200,000.
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 Project.
2.2 ADDITIONAL SERVICES
2.2.1 Compensation for Additional Services is as follows:
Will be based on the attached schedule of charges.
2.2.2 Compensation for Additional Services of the consultant (FNI), including additional structural,
mechanical and electrical engineering services shall be based on a multiple of 2.02 times the amounts billed
to the Design Professional for such additional services.
2.3 REIMBURSABLE EXPENSES
Reimbursable Expenses shall be a multiple of 1.1 0 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 $]4,361 without the prior written approval of the Owner.
Page 2
Design Professional Agreement-Water Master Plan
Revised 5-30-02
SEeTIO!,; 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-I through CO-2.
4. Exhibit B-Schedule
This Agreement is signed by the parties hereto effective as of the date first above written.
:~o'nENT04
~ c. CAMPBELL
CITY MANAGER j/iftL
ATTEST:
JE IFER WALTERS,
BY:
APPRO 0 AS LEGAL FORM:
ED SNYIi7~{iIryy:ro
BY: V YUL--V
Freese and Nichols, Inc.
BY:
~~~
-
THOMAS HASTER, P.E
Principal
BY:
Page 3
Design Professional Agreement-Water Master Plan
Revised 5-30-02
ATIACHMENT 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:
I. TASK SUMMARY
WATER DISTRIBUTION SYSTEM MASTER PLAN
A. Water Model Development
A I. Proiect Kick-Off Meeting: Freese and Nichols, Inc. (FNI) will meet with the City to review scope,
project team and schedule of the project, and present a data request memorandum. FNI will obtain
input on customer complaints to determine areas of pressure concerns during summer conditions.
FNI will conduct site visits of each pumping station to review number of pumps, size of pumps, and
piping layout.
A2. Data Collection: FNI will compile information from the City including pump station layouts, pump
curves, storage tank facility layouts, recently completed water system improvements, wholesale
customer water meter sizes, wholesale customer water meter locations, and existing wholesale
contracts.
A3. Meet with Citv Staff to Review MaDDing Modifications Needed for Model Development and
Maintenance and for Future GIS Integration Issues: Meet with City to review water system coverage,
updating process, and available attribute data and to discuss modifications needed to support future
model/GIS integration.
A4. Conduct Modifications to GIS Data to Fix Connectivitv Problems throughout Selected Water Lines-
FNI will run node connection routines on all selected lines to be modeled and conduct adjustments to
fix all connectivity problems.
AS. Construct AII-DiDes Water Svstem Model using GIS Data - FNI will construct the water model iD
H20MAP Water software using the updated GIS & as-built drawings of pumping, storage and
control valve facilities. The all-pipes model will consist of all lines that are currently in the GIS plus
recently constructed lines that may not appear in the GIS. The expected size of the model is
approximately 6,000 line segments. Hazen-Williams C-values will be assigned using available pipe
age and material data in addition to data from the previous internally-developed hydraulic model.
A6. Obtain and Evaluate SCADA Data from the Citv: Obtain SCADA data for the last several years
including two weeks of peak summer usage and two weeks of typical average day usage. SCADA
data will be used for m<;ldel development, development of diurnal curves and to assist in model
calibration.
A7. Review and Evaluate Historical Water Usage Records: Review and evaluate historical water usage
by residential usage and commercial/ industrial over the last S years, including the top 20 large water
users and their respective locations to be treated as point loads.
Design Professional Agreement-:Water Master Plan
FNI
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OWNER
B. Field Testing and Water Model Calibration
B I. Identifv and Man Testing Locations to Conduct Summer Field Pressure Testing: Identify locations
for field testing based on model calibration needs and areas of concern from City. Eight pressure
testing recorders will be furnished by FNI and utilized along with six recorders from the City for a
total of 14 locations. Prepare procedures for field testing showing proposed location of testing,
duration of testing, required SCADA data during testing period, and assistance from utility
department.
B2. Conduct Pressure Testing: Assist and coordinate with City in performing pressure testing. Testing
will consist of recording pressure readings for a one week time period within each pressure plane
along with needed SCADA data during field testing.
B3. Develop and Distribute Existing Demand Data: FNI will utilize data from the City's billing system
database to allocate base year demands to the model by customer class. The data will consist of
address, parcel 10, and metered usage fields for each customer account. The metered billing data
will be geo-coded to street centerline or parcel data and then distributed to the model using Theissen
polygons.
B4. Conduct EPS Model Calibration: FNI will conduct a 24-hour extended period simulation model
calibration by adjusting c-factors, peaking factors, and diurnal curves for domestic and commercial
loads, and demand distribution until modeling results match the field pressure measurements and
pumpltank operation. Calibration results will fall within the following range of tolerances for long
range planning recommended by Calibratioll Guidelilles for Water Distributioll System Modelillg
(A WW A Engineering Computer Applications Committee, 1999) :
. Pressures: +/- 5 psi for 100% of all readings
. Flows: the greater of +/- I mgd or +/- 10%
B5. Develop Technical Memorandum TM-I - Model Calibration: FNI will prepare a technical
memorandum that documents model construction and calibration.
B6. Meet with Citv to Review Water Model Calibration Results: FNI will prepare mapping showing
comparison of water pressure testing results and SCADA data vs. model pressure results for water
model calibration and meet with the City to demonstrate results. This meeting will occur at Freese &
Nichols offices in Fort Worth.
C. Population and Water Demand Projections for 5-year, to-year and 25-year Conditions
C I. Meet with Citv to Discuss Future Service Areas Boundaries, Land Use Plan. CCN Issues: FNI will
meet with City staff and utility personnel on future service area boundaries, land use plan, and
discuss path forward on these issues as well as CCN issues as related to developing future water
demand projections.
C2. Develop 5-vear. IO-vear and 25-vear Population and Total Water Demand Proiections: Utilizing
historical domestic per capita and commercial per acre water usage and City provided land use
assumptions, FNI will develop updated population projections and project average day, maximum
day, and peak hour demands for 5-year, 10-year and 25-year planning periods for retail customers.
FNI will compile this information with wholesale customer projections to develop total water
demand needs for each of the future planning periods.
Design Professional p:-greement- Water Master Plan
FNI
SC-2
OWNER
C3. DeveloD Diurnal Water Usage Curve of the Water Svstem ODeration for Maximum Day for Each
Pressure Plane: FNI will utilize the SCADA data and pumping meter records to develop diurnal
curves representing existing 24-hour peak summer water usage patterns within each pressure plane.
C4. Distribute Future 5-vear. IO-vear and 25-vear Water Demands throughout the Citv: Distribute
projected domestic water demands for 5-year, IO-year and 25-year conditions for average day,
maximum day, and peak hour using TSZ population projections, per capita usage, peaking factors
and diurnal curves. Distribute projected commercial water demands using land uses, acreage and
peaking factors. Large water users will be distributed as point loads.
C5. DeveloD Technical Memorandum TM-2 - Water Demand Proiections: FNI will prepare a technical
memorandum that documents the analysis of historical consumption data, and future water demand
projections.
D. Distribution System Hydraulic Capacity Analysis
D I. Perform Modeling of Existing Water Svstem to Identifv Hvdraulic Deficiencies: FNI will conduct
steady state modeling of the existing water system for average day, maximum day and peak hour
operating conditions to determine capacity and deficiencies within the existing water system.
D2. Conduct Fire Flow Analvsis: Utilize water system model to conduct fire tlow analysis under existing
maximum day demands to identify areas with less than adequate fire tlow capacity. Fire tlow
analysis will be shown using contour mapping of available fire flows.
D3. Evaluate Pressure Plane Delineation: Analyze existing pressure plane delineation based on modeling
results, field testing data and water supply locations. Identify specific areas with low pressures at
normal operating conditions. Evaluate and recommend modifications to the existing pressure plane
boundaries. FNI will present mapping showing proposed water system pressures throughout City
under new pressure plane boundary alternatives vs. existing pressure plane delineation.
D4. Utilize 25-vear Water System Model to Determine Sizing of Water Svstem ImDrovements:
Determine water system transmission, elevated and ground storage, and pumping facilities needed to
serve 25-year demands throughout each pressure plane service area using the steady state model
analyses under average day, maximum day, and peak hour demand conditions. The minimum line
size for recommended piping improvements will be 12-inches.
D5. Meet with the City to Review 25-vear Water Svstem Improvement Alternatives: FNI will meet with
the City to discuss future water system improvement options for 25-year conditions and the proposed
pressure plane boundaries. This meeting will occur at Freese & Nichols offices in Fort Worth.
D6. Utilize Interim 5-vear and IO-vear Water System Model to Determine Phasing of Water System
Improvements: Use interim 5-year and IO-year steady state model runs to determine phasing of
water system improvements. System improvements will include transmission, storage, pumping and
distribution system related needs. The first five years of the recommended CIP will be phased yearly
and the subsequent years will be phased by planning year (I O-year and 25-year).
D7. Utilize the Water Svstem Model to Evaluate Svstem Reliabilitv: FNI will utilize the water model
with proposed improvements to determine system capacity for outage of one of the large pumping
station and large transmission lines. FNI will present reliability modeling results to the City and
Design Professional Agreement-Water Master Plan
FNI
SC-3
OWNER
make adjustments to the proposed system improvements as needed to reduce the water system
vulnerability to system outages.
08. Perform Onerational Verification for 25-vear Maximum Day Using EPS Model: FNI will conduct a
24-hour extended period simulation model run under 25-year maximum day demand conditions to
verify the operational validity of the recommended improvements.
09. Develoo Technical Memorandum TM-4 - Existing Svstem Analysis and Water System
Imorovements: FNI will prepare a technical memorandum that documents the analysis of the existing
water distribution system including fire Ilows and pressure plane delineation and the 5-year, 10-year,
and 25-year modeling analyses and development of phased water system improvements.
E, Water System Capital Improyement Plan, Master Plan Report & Model Training
E I. Develoo Draft Caoital Imorovement Plan (CIP) Costs and Proiect Schedule: Develop costs for each
proposed project in Year 2007 dollars including engineering and contingencies. CIP Scheduling will
be based on the modeling results and include engineering, right-of-way, and construction time
periods.
E2. Develoo Draft Comorehensive CIP Maooing: Develop large scale citywide maps on the GIS base
mapping showing proposed projects, costs, and recommended in-service dates of ClP.
E3. Preoare Draft Master Plan Reoort: Prepare Master Plan Report summarizing water demand
projections, and Capital Improvement Plan along with descriptions of need for individual projects.
Deliver 5 copies of the draft report to City.
E4. Meet with City to Review Draft Capital Improvement Plan and Draft Master Plan Report: Meet with
City to discuss draft CIP and the draft Master Plan Report, project phasing and analyze alternative
completion dates as necessary. This meeting will occur at Freese & Nichols ofllces in Fort Worth.
E5. Revise CaoitalImorovement Plan and Master Plan Reoort to Incoroorate City's Comments: FNI will
revised the scheduling of the ClP and resubmit final Capital Improvement Plans and resubmit 20
final hard copies and one electronic copy in PDF format of the Master Plan Report to the City.
E6. Deliver GIS Maooing and Modeling Files to City: After the completion of the final water model,
Freese and Nichols will deliver and install all water modeling files and City purchased modeling
software on the City purchased computer. New or additional software licenses are not included in
this scope, but FNI will provide input to the City on software licensing recommendations in terms of
number of links and number and type of license. FNI will provide the City with a CD of the final
Model Operation Manual as well as the Master Plan Report. FNl will also deliver to the City all GIS
files in a digital format.
E7. Conduct Presentation of Caoital Imorovement Plan: Conduct Presentation of Capital Improvement
Plan io the Board in a Workshop.
E8. Develoo Model Ooeration Manual: FNI will prepare 3 copies of a model operation manual that
documents model development and model scenario structure. The document will also be used for
training purposes and will include a technical appendix component.
Design Professional Agreement-Water Master Plan
FNI
SC-4
OWNER
E9. Conduct Training for Water System Model: FNI will conduct three consecutive days of model
training on the use of the water system model. The training will include providing instructional
material and training in setting up the model, running and modifying the model, and printing results.
WATER IMPACT FEE ASSISTANCE
F, Water Impact Fee Analysis
Fl. Determine Water Imoact Fee Capacity Analysis for Existing Recently Completed Proiects and New
Capital Improvement Proiects for 10 year Proiected Growth: FNI will utilize water model to analyze
existing recently completed projects for excess eligible capacity and new capital improvement
projects for eligible capacity for impact fee cost recovery for 10 year projected growth.
F2. Calculate Water Costs Eligible for Impact Fee Cost Recoverv: FNI will utilize the capacity analysis
and capital project costs to calculate percentage of project cost eligible for impact fee cost recovery.
F3. Provide Impact Fee Calculations to City: FNI will provide the calculations and spreadsheets from
Tasks FI through F3 to the City for intemal impact fee analysis.
G, Review the City's Internal Water Impact Fee Credit Analysis
G I. Review the City's Internal Required Credit Analysis under New Impact Fee Regulations: FNI will
provide a review and evaluation of the City's internal required impact fee credit analysis for the
water impact fees (as required by Chapter 395) and prepare a memorandum with comments and
recommendations summarizing the eyaluation.
II, SUMMARY OF DELIVERABLES
I. TM- I - Model Calibration
2. TM-2 - Water Demand Projections
3. TM-3 - Existing System Analysis and Water System Improvements
4. Draft CIP
5. Draft Master Plan Report
6. Final Master Plan Report
7. GIS Mapping and Modeling Files
8. Model Operation Manual
Design Professional Agreement-Water Master Plan
FNI
SC-5
OWNER
III. ADDITIONAL SERVICES
I. Water Svstem Operational Assistance: Use the steady-state or EPS model to evaluate varying operational
alternatives.
2. Distribution Svstem Water Oualitv Evaluation: Utilize EPS model to conduct water age analyses and
correlation to disinfection by-products, chlorine residual, and nitrification.
3. Condition Assessment / Asset Management: Condition assessment of underground and/or above ground
assets using a scoring system based on Pipe Material, Pipe Age, Pipe Size, Pipe Capacity, Pipe
Repair/Break History and location of Critical Customers.
4. Uni-Directional Flushing Program
5. Impact Fee Presentations and Public Hearings
ARTICLE II
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, Exhibit B.
If FNl'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 III
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 gi ve written notice to the Design
Professional if the Owner becomes aware of any errors or omissions in the design work."
Design Professional Agreement-Water Master Plan
FNI
SC-G
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 IV
RESPONSIBILITIES OF OWNER: OWNER shall perform the following in a timely manner so as not to
delay the services of FNI:
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 FNI's services for the Project.
B. Assist FNI by placing at FNI'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 FNI.
D. Furnish, or direct FNI to provide, Additional Services as stipulated in Section III of Article I, Scope
of Services of this AGREEMENT or other services as required.
E. Bear all costs incident to compliance with the requirements of this Article IV.
F. Coordinate the use of and installation of the City's pressure recorders in addition to FNI's pressure
recorders and commit City staff to perform such installation.
G. Provide to FNI the Impact Fee Credit Calculations for review as described in Task G of Attachment
Sc.
ARTICLE V
DESIGNA TED REPRESENTA TIVES:.FNI and OWNER designate the following representatives:
Owner's Designated Representative - Tim Fisher, P.E., City of Denton, 901-A Texas Street, Denton, Texas
76209; phone: 940-349-7190; fax: 940-349-7334; email: tsfisher@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
FNI's Project Manager: Scott Cole, P.E.; 4055 International Plaza, Suite 200, Fort Worth, Texas 76109-
4895; Phone: (817) 735:7255; Fax: (817) 735-7492; E-mail: sac@freese.com
FNI's Accounting Representative: lana Collier; 4055 International Plaza, Suite 200, Fort Worth, Texas
76109-4895; Phone: (817) 735-7354; Fax: (817) 735-7496; E-mail: jvc@freese.com
De~ign Professional Agreement- Water Master Plan
FNI
SC-7
OWNER
COMPENSATION
LUMP SUM WITH ADDITIONAL WORK BASED ON COST TIMES MULTIPLIER
A. Basic and As Authorized Services: Compensation to FNI for the Basic and As Authorized Services
shall be the lump sum of two hundred thousand Dollars ($200,000.00). Task A-$39,614; Task B-
$31,681; Task C-$21,464; Task 0-$49,802; Task E-$45,219; Task F-$10,450;Task G-$1,770. 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 Charges for Additional Work:
Staff Member
Salary Cost Times Multiplier of 1.96
Resident Representative
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].1O
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 FNIif an FNI employee
was performing the same or similar services.
Rates for In-house Services
Computer
$10.00 per hour
Printing
Black and White
$0.10 per copy
Plotter
Bond
Special
$ 2.50 per plot
$ 5.00 per plot
Color
$0.50 per copy
Binding
$5.75 per book
Testing Apparatus
Density Meter $350.00 per month
Gas Detection $ 10.00 per test
3-10-04 32
Design Professional Agreement-Water Master Plan
FNI
COOl
OWNER
SCHEDULE OF CHARGES
Hourlv Rates
POSITION
PRINCIPAL
PROJECT MANAGER
ENGINEER (PE)
GIS
WORD PROCESSING/SECRETARIAL
The ranges and individual salaries will be adjusted annually.
Design ProCessional Agreement-Water Master Plan
CO-2
MIN
189
125
93
80
65
FNI
OWNER
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CITY OF DENTON
GENERAL CONDITIONS
TO
AGREEMENT FOR ARCHITECTURAL OR ENGINEERING SERVICES
ARTICLE I. ARCHITECT OR ENGINEER'S RESPONSIDILI11Es
1.1 Tho AIthitect or Engineer's services consist of those services for the Project (as defined in the agreement (the "Agreement) and proposal (the "Proposal") to which these
General Conditions are attached) performed by the AIchitect or Engineer (hereinafter called the "Design Professional) or Design Professional's employees and consultants as
enumerated in Articles 2 and 3 of these General Conditions lIS modified by the Agreement and Proposal (the "Services'?
1.2 The Design Professional will perform all Services as an independent contractor to the prevailing professional standards consistcntwith the level of care and skill ordinarily
exercised by members of the same profession currently practicing in the same locality under similar conditions. including reasonable. informed judgments and prompt timely
.actions (the "Degree of Care). The Services shall be performed as expeditiOusly as is consistent with the Degree of Care necessazy for the orderly progress of the Project.
Upon request of the Owner, the Design Professional shall submit for the O\.\ner's approval a schedule for the perfurmance oflbo Services which may be adjusted as the Project
proceeds, and shall include allowances for periods of time required for the Owur;r's review and for approval of submissions by authorities baviogjurisdiction over tho Project
Timo limits established by this schedule and approved by the Owner shall not, except for reasonable cause, be exceedod by tho Design Proressional or Owner, and any
adjustments to this schedulo shall be mutually acceptable to both parties.
ARTICLE 2 SCOPE OF BASIC SERVICES
1.1 BASIC SERVICES DEFINED The Design Professional's Basic Services consist of those descn'bed in Sections 22 through 2.6 of these General Conditions and include
without limitation normal structural, civil. mechanical and electrical engineering services and any other engineering services necessary to produce a complete and accurate set of
Construction Documens, as described by and required in Section 2.4 The Basic Services may be modified by the Agreement
2.2 SCHEMATIC DESIGN PHASE
2.2.1 The Design Professional, in consultat1on with tbe Owner, shall develop a written program for the Project to ascertain Owner's needs and to establish the
requirements for the Project
2.2.2 The Design ProfesSIonal shall provide a preliminary evaluation of the Owner's program, construction schedule and construction budget requirements, each in
terms oftbe other, subject to the limitations set forth in Subsection 5.2.1.
2.2.3 The Design Professional shall reviow with the Owner alternative approaches to design and construction ofthc Project
2.2.4 Based on the mutually agreed..upon program, schedule and COnstruction budget requirements, the Design Professional shall prepare, for approval by the Omler,
Schematic Design Documents consisting of drawings and other documents illustrating the scale and relationship ofProjcct components, The Schematic Design shall
contemplate compliance with all applicable laws, statutes, ordinances,. codes and regulations.
2.2.5 The Design Professional shall submit to the Owner a preliminary detailed estimate of Construction Cost based on current area. volume or other unit costs and
wwch indicates the cost of each catcgOIY of work involved ill coostructing the Project and establishes an elapsed time metor for tbe period of time from the
commencement to the 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 for approval by the Owner, Design Development Docwnents consisting of drawings and other documents to fix and dcscnbe the size and
character of the Project as to architectumI, structural, mechanical and electrical systems. materials and such other elements as may be appropriate, which shan comply
with aU applicable laws, statutes, ordinances, codes and regulations. Notwithstnnding Owner's approval of the documents, Design. Professional represents that the
Documents end specifications will be sufficient and adequate to fuIfi1l the pwposes of the Project.
2..3.2 The Design Professional shall advise the Owner of any adjustments to the preliminary estimate of Construction Cost in a further Detailed Statement as described
in section 2.2.5
2.4 CONSTRUCTION DOCUMENTS PHASE
2.4.1 Based on the approved Design Deve1oproe.nt 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 approVl:ll by the Owner, Construction Documenls consisting of Drawings and Specifications setting
fOrth in detail requirements for the construction of the Project, which shall comply with all applicable laws. statutes, ordinances. codes and regulations.
2.4.2 .The Design Professional shall assist the Owner in the preparation of the necessary bidding or procurement information, bidding or procurement fonns, the
Conditions of the contract, and the fOIm of Agreement between the Owner and contractor
2.4.3 The Design Professional shall advise the Owner of any adjustments to previous preliminary estimates of Construction Cost indicated by changes in requirements
or general market conditions.
2.4.4 The Design Professional sbalJ assist: the Owner in connection with the Owner's responsibility for filing documents required for the approval of governmental
authorities having jurisdiction over the Project
2.5 CONSTUCTION COl'<"fRACT PROCUREMENT
2.5.1 The Design Professional, following the Owner's approval of the Construction Documents and of the latest preliminary detailed estimate of Construction Cost,
shall assist the Owner in procuring a construction contract for the Project through any procurement method that is legally applicable to the Project including without
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limitation. ~e competitive sealed bidding i
the sole discretion of the Owner
/
3. Although the Owner will consider the advice of the Des~ ,)fessional, the award of the construction contract is in
2.5.2 If the construction contract amount for the Project exceeds the total construction cost of the Project as set forth in the approved Detailed Statement of Probable
Construction Costs of the Project submitted by the Design Professional, then the Design Professional. at its sote cost and expense, will revise the Construction
Documents as tmy be required by the Owner to reduce or modifY the quantity or quality of the work so that the total construction cost of the Project will not exceed
the total construction cost set forth in the approved Detailed Statement of Probable Construction Costs.
2.6 cONSmucrroN PIIASE. ADMINISTRA nON OF mE CONSTRUCTION CONTRACf
1.6.1 'The Design Professional's responsibility to provide Basic Services for the Construction Phase under this Agreement commences with the award of the Contract
fur Construction and tcnninatcs at the issuance to the Owner of the final Certificate for Payment, unless extended under the terms of Subsection 8.32
2.6.2 The Design Professional shall provide detailed administration of the Contract for Construction as set forth below. For design professionaIss the administration
shall also be in accordance with AIA document A20t, 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. Wlless othetvtise provided in the Agreement For engineers the administration shaII also be in accordance with the
Standanl Specifications for Public Works Construction by the North Central Texas Councn ofOovernments, CWTent a<l of the date of the Agreement, unless otherwise
provided in the Agreement.
2.6.3 Co.o.stroction Phase duties, responsibilities and limitations of authority of the Design Professional shall Dot be restricted, modified or extended without written
agreementofthe Owner and Design Professional.
2.6.4 The Design ProfessionaI shall be a representative orand shall advise and consult with the Owner (1) during construction, and (2) at the Owner's d.iIecti.on from
time to time during the correction. or warranty period described in the Contract for Construction. The Design Professional shall have authority to act on behalfoftbe
Owner only to the extent provided in the Agreement and these General Conditions, tmless otherwise modified by written instrument
2.6.5 The Design Professional shall observe the cOnstruction site at least one time a week, while consnuction is in progress, and as reasonably nooossary while
construction is not in progress, to become fumiliarwith the progress and quality ofllie work completed and to dctermine iftbe work is being perfonned in a manner
indicating that the wolk when completed will be in accordanoe with the Contmct Documents. Design Professional shall provide Owner a written report subsequent to
each on-site visn. On the basis of on-site observations the Design Professional shall keep the Owner infonned of the progress and quality of the work, and shall
exercise the Degree of Care and diligence in discovering and promptly reporting to the Owner any observable defects or deficiencies in the work of Contractor or any
subcontractors. The Design Professional represents that be will follow Degree of Care in performing all Services underthe Agreement. The Design Professional shall
promptly correct any def~\'e designs or specifications fi.uniIDed by the Design Professional at no cost to the Owner. The Owner's approval. acceptance, use of or
payment for all or any part of the Design Professional's Services hereunder or of the Project ilselfshaIl in no way alter the Design Professional's obligations or the
Owner's rights herelmder.
2.6.6 The Design Professional sha.Il 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 col1IlCCtion 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 Omi5~
sions The Design Professional shall not have control over or charge .of acts or omissions of the Contractor, Su1x:ootraCtors, or their agents or employees, or of any
other persons penorming portions of the work
2.6.7 The Design Professional shall at all times have access to the work wherever it is in preparation or progress.
2.6.8 Except as may otherwise be provided in the Contract Documents or when direct communications have been specially aUlhorized, the Owner and Contractor
shaU communicate through the Design Professional. CottlDUlnications 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 oCthe walk and evaluations of the Contractor's Applications for Payment" the Design Professi.onal
shall review and certifY the amounts due the Contractor
2.6.10 The Design Professional's certification for payment shall constitute arepresentation 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, thal the work bas progressed to the point indicated and that the
quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to minor deviations ftom the Contract Documents cor~
rectablc prior to completion and to specific qualifications expressed by the Design Professional The issuance of a Certificate fur PaymeDt shall further constitute a
representation that the Contractor is entitled to payment in !he arnolDlt certified. However, the issuance of a Certificate for payment shalt not be a representation that
the Design. Professional has (1) reviewed coILStruction 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
~.6.11 The Design Professional shall have the responsibility and nuthority to reject work which does not confonn to the Contract Docmnents. Whenever tho Design
Professional considers it necessary or advisable for implementation of the intent of the Contract Documents, the Design Professional will have authority to require
additional inspection or testing of the work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or
completed. However, neither this authority of the Design Professional nor a decision made in good faith either to exercise or not exercise such authority sball give rise
to a duty or responsibility of the Design Professional to the Contractor, Subcontractors, materialll.Dd equipment suppliers, their agents or employees or other persons
pcrformingportions of the work.
2.6.12 The Design Professional shall review and approve or take other appropriate action upon Contractor's submittals such as Shop Drawings, Product Data and
Samples for the purpose of(1) determining compliance with applicable laws, staMes, ordinances 8I1d 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 shallll.ct 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 professionaljudgmmt to
permit adequate review. Review of such submittals is not conducted for the pmpose of determining the accuracy and completeness of ether details such as dimensions
and quantities or for substantiating instructions fdr installation or performance of equipment or systems designed by the Contrnctor, aU of which remain the
responsibilily of the Contractor to the extent required by the Contract Documents. The Design Professional's review shall oot constitute approval of safety precautions
or, unless otherwise specifically siatOO 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 ofan assembly of which the item is a component When professional certification of performance characteristics
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ofmaterials."systems or equipment is reqJ j the Contract Documents. the Design Professional shalt be (
materials, systems or equipment will meet the performance criteria required by the Contract Documen1s.
2.6.13 The Design Professional shall prepare Change Orders and Construction Change Directives, with supporting documentation and data if deemed nocessary by
the Design Professional as provided in Subsections 3.1.1 and 3.3.3. fur the Owner's approval and execution in accordance with the Contract Documents, and may
authorize minor changes in the work not involving an adjustment in the Contract Sum or an extension of the Contract: Time which are not inconsistent with the intent
of the Contract DocllIIlents.
.;d to rely upon such certification to cstabli.~ that the
2.6.14 On behalf of the Owner. the Design Professional shall conduct inspootions to detennine the dates of Substantial Completion and Final Completion, and if
requested by the Owner shall issue Certificates of Substantial and Final Completion. The Design Professional will receive and review written guaranttxs and related
documents required by the Contract for Construction to be assembled by the Contractor and shall issue a final certificate for Payment upon cornpliance with the
requirements of the Contract Documents
2.6.15 The Design Professional shaD in1elpret and provide recommendations on matters concerning performance of the Owner and Contractor under the requirements
of the Contract Documents on written request of either the Owner or Contractor The Design Professional's response to such requests shall be made with reasonable
promptness and within any time limits agreed upon.
2.6.16 Intetpretations and decisions oftbe Design. Professional shau be consistent with the intent ofand reasonably inferable from the Contract Documents and shall
be in writing or in the foIDl of chawings. When making such interpretations and initial decisions, the Design Professional shall endeavor to secure filithfuI pertbrmlUlCC
by both Owner aud Contractor, and shall not be liable for results or inteIpretations or decisions so rendered in good faith in accordance with all the provisions of this
Agreement and. in the absence of negligence.
2.6.17 .The Design Professional shall render written decisions within a reasonable time on all claims, disputes or other matters in question between the Owner and
Contractor relating to the execution or progress of the work 8.9 provided in the Contract Documents.
2.6.18 The Design Professional (1) shall render services under the Agreement in accordance with the Degree ofeare; (2) will reimburse the Owner for all damages
caused by the defective designs the Design PrufCl.'Sional preparts: and (3) by acknowltxlging payment by the Owner of any fees due, shall not be released from any
rights the Owue.- may have UDder 1he Agreement or diminish any of the Design Profi<Sslonal'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<>truction Docwncnts during
the Construction Phase.
ARTIOE3 ADDITIONAL SERVICES
3.1 GENERAL
3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified in ~e Agreement or Proposal, and they shall be paid fur 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 he provided if
authorized or conti.nned in writing by the Owner. If services described Wlder Contingent Additional SCIVices in Section 3.3 are required due to circumstaoces beyond
the Design Professional's control, the Design Professional shall notifY the Owner in writing and shall not commence such additional services until it receives written
approval from the Owner to proceed. IftheOwoer indicates in writing thatall or part ofsuch 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 fardt of Design Profi:ssionaI.
3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES
3.2.1 If more extensive representation at the site than is described in Subsection 2.6.5 is required. the Design Professional shall provide one or more Project
Representatives to assist in carrying out such additional on-site responsibilities.
3.2.2 Project ~presentatives shall be selected, employed and directed by the Design Professional,. and the Design Professional shall be compensated therefur as
agreed by the Owne.- and Design Professional
3.3 CONTINGENT ADDmONALSERVICES
3.3.1 :Making material revisions in Drawin~, Specificatiollil or other do~nts when such revisions are:
L inconsistent with approvals or instructions previously given by the Owner, including revisions made necessary by adjustments in the Owner's
program or Project budget;
2. required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such docwnents. or
3 due to changes required as a result oftbe Owners :fu.iIure to render decision in a timely manner
3.3.2 Providing services required because of significant changes in the Project iocluding. but not limited to, size. quality, complexity, or the Owner's schedule, except
for services required lWder Subsection 2.5.2.
3.3.3 Preparing Drawings, Specifications and other dotwnentation and supporting data, and providing oilier services _in connection with Change Orders and
Construction Change Directives.
3.3.4 Providing CQnsultation concerning replacement ofwQrk damaged by fire or other cause during coru;tru<;1ion, and furnishing services required in connection with
the replacement of such work.
3.3.5 Providing seIVices made necessmy by the default oftbe Contractor. by major defects or deficiencies in the work of the Contractor, or by failure of performance
of either the Owner or Contractor under the Contract for Construction
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3.3.6 Providing services in evaluating an extensive number of claims submitted by the Contractor or others in connection with the work.
,
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3.3.7 Providing services in connection with a public hearicg, arbilnltion proceeding or legal proceeding except where the Design Professional is party thereto.
3.3.8 Providing services fu addition to those required by Article 2 for preparing documents for alternate, separate orsequentiaI bids or providing services in connection
with bidding or construction priorto the completion of the Construction Docwnents Phase.
3.3.9 Notwithstanding anything contained in the Agreement, Proposal or these General Conditioos to the contrary, all services described in this Article 3 that are
caused or necessitated in whole or in part due to the negligent act or omission of the Design Professional shall be performed by the Design Professional as a part of the
Basic Services under the Agreement with no additional compensation above and beyond the compensation due the Design Professional fur the B8.'Iic Services. The
intervening or concurrent negligence of the Owner shalt not limitthe Design Professional's obligations under this Subsection 33 ,9
3.4 OPTIONALADDmONALSERVlCES
3.4.1 Providing financial feasibility or other special studies..
3.4.2 Providing planning surveys, site evaluations or comparative studies of prospective sites.
3.4.3 Providing special swveys, environmental studies and submissions required fur approvals of governmental authorities or others having jurisdiction over the
Project.
3.4.4 Providing services relative to future fucilities, systems and equipment.
3.4.5 Providing services to investigate existing conditions or facilities or to make measured drawings thereof.
3.4.6 Providing services to verifY the accuracy of dmwings or other infurmation furnished by the Owner
3.4.7 Providing coordination of construction perfurmed by sepamte contractors or by the Owner's own forces and coordination of services required in connection with
construction performed and equipment supplied by the Owner
3.4.8 Providing detailed quantity surveys or inventories of material, equipment and labor
3.4.9 Providing analyses of operating and maintenance costs
3.4.10 Making investigations, inventories ofma.terials or equipment, or valuations 8Dd detailed appraisals of existing facilities
3.4.12 Providing assistance in the utilization of equipment or systems :mch as testing, adjusting and balancing, preparation of operation and maintenance manuals,
tmining personnel for operation and maintenance and consultadon during opemtion.
3.4.13 Providing interior design and similar services required for or in connection with the selection. procurement or installation of furniture. furnishings and related
equipment
3.4.14 Providing services other than as provided in Section 2.6.4, after issuance to the Owner of the final Certificate for Payment and expiration of the Warranty
period of the Contract for ConstmctiOD.
3.4.15 Providing services ofconsu1tan1S for other than architectural, civil, structural mecbanieal and electrical engineering portions of the Project provided as a part of
Basic Services.
3.4.16 Providing any other services not othetwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural
pmctioc.
3.4.17 Preparing a sctof rcprnducible record drawings in addition to those required by Subsection 2.6.J9, showing significantcbanges in the work made during con.
struction based on marked.up prints. drawingg and other data furnished by the Contractor to the Design Professional.
3.4.18 Notwithstanding anything contained in the Agreement, Proposal or these General Conditions to the contrary, all services described in this Article 3 that are
caused or necessitated in whole or in part due to the negligent act or omission of the Design Professional shall be perfurmed by the Design Professional as a part of the
Basic Services under the Agreement with no additional compensation above and beyond the compensation due the Design Professional for the Basic Services. The
intervening or concwrent negligence ofaw Owner shall not limit the Design Professional's obligations under this 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 (I) the Owner's objectives, (2) schedule and design
constraints and criteria, including space requiremcnts and relationships, flexibility, expendability, special equipment, systems and site requirements, as more speci.
fically descnbed in Subsection 2.2.1
4.2 The Owner shall establish and update an' overall budget for the Project, including the Construction Cost, the Owner's other costs and reasonable contingencies
related to all of these costs.
4.3 Ifrequested by the Design Professional. the Owner shalt furnish evidence that financial arrangements have been made to fulfill the Owner's obligations under this
Agreement
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4.4 The Owner shall designate a represenJ., 4.uthorized to act on the Owner's behalfwiili respect to the { " ..:t The Owner or such authorized representative sba11
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 semce.s.
4.5 Whore applicable, the Owner shall furnish surveys dcscnbing physical characteristics, legal limitations and utility locations for the site of the Project, at'ld a written
legal description of the site. The sW'Veys and l,?gal information sbalI include, as applicable, grades and lines of streets, alleys. pavemerm and adjoining property and
structures; adjacent drainage; righfs.<lf~way, restrictions, easemet'lts, encroachments, zoning, deed restrictions, boundaries and contours of the site; location'!,
dimensions and necessaJy data peItaining to existing buildings, other improvements and trees; and infonnation concerning availablo utility services and lines, both
public and private, above and below grade, including inverts and depths. All the infonnation on the survey shall be referenced to a project benchmark
4.6 Where applicable, the Owner shall furnish the services of geotechnical engineers when such services are requested by the Design Professional. Such services may
include but are not limited to test: borings, test pits. detenninations oisci! bearing values, percolation tests, evaluations ofhaw-dous materials, ground corrosion and re.-
sistivity tests, including necessary operations for anticipating sub-soil conditions, with repoJts and appropriate professional recommendations.
4.6.1 '!he Owner shall:fumish the services: ofothcr Consultants when such services are reasonably required by the scope of the Project and are requested by the Design
Professional and are not retained by the Design Profe$sional as part of its Basic Services or Additional Services.
4.7 When not apart oithe Additional Services, the Owner shaD furnish structural, mechanical, chemical, air and water pollution tests., tests ofhazardous materials,
and other laborato'Yand et'lvlronmental resUl. inspections and reports required by law or the Contract Documents.
4.8 The Ov.ner shall furnish alIlegnl, accounting and insurance counseling services as may be necessary at any time for the Project, including auditing services the
Owner may require to verify the Contnwtor's Applications for Payment or to ascertain bow or for what purposes the Contractor has used the money paid by or on
behalf of the Owner
4.9 The services, infonnation. surveys and reports required by Owner under Sections 4.5 through 4.8 shall be ftunished at the Owner's expense. and the Design
Professional shall be entitled to rely upon the accuracy and completeness thereofin the absence of any negligence on the part of the Design Professional.
4.10 The Owner shall give prompt written notice to the Design Professional if the O\Wer becomes aware of any fault or defect in the Project or nonconfonnance with
the Contract Documents.
4.11 Design Professional shall propose language for certificates or certifications to be requested of the Design Professional or Design Professional's consultants and
shall submit suc~ to the Owner for review and approval at least fourteen (14) days prior to executioll The Owner agrees not to request certifications that would require
knowledge or services beyond the scope of the Agreement
ARTICLE 5 CONSTRUCTION COST
5.1 CONSfRUCTlON COST DEFINED
5.1.1 The Olllstruction Cost shall be the total cost or estimated cost to the Owner of all elements oftbe Project designed or specified by the Design Professional
5.1.2 The Construction Cost shall include the cost at current market rutes of labor and materials furnished by the Owner HJld equipment designed, specified, selected or
specially provided for by the Design Professional, plus II. reasonable allowance for the Contractor's overhead and profit In addition, a reasonable allowance for con-
tingencies shall be induded formarket conditions at tho time of bidding WId for changes in th.e wOIk during COnstruCtiolL
5.1.3 Construction Cost does Dot include the compensation of the Design Professional and Design Professional's consultants,. the costs of the land, rights-of-'WaY,
financing or other costs which are the responsibility of the Owner as provided in Article 4.
5.2 RESPONSIBILITY FOR CONSTRVCnON COST
5.2.1 Evaluations of the Owner's Project budget, prelimitwy cstimares of Construction Cost and detailed estimates of Construction Cost prepared by the Design
Professional represent the Design Professional's best: judgment as a design professional familiar with the construction industIy. It is recognized, however, thatneither
the Design Professional nor the Owner has control over the cost of labor, materials or equipment, over the Contractor's methods of detmnining 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 Dot vary
from the Owner's Project budget or from any estimate of Construction Cost or evaluation prepared or agreed to by the Design Professional,
5.2.2 No fixed limit of Construction Cost shall be established as a condition of the Agreement by the fiunishing, proposal or establishment ofa Project budget, unless
such fixed limit has been agreed upon in writing and signed by the parties thereto. lfsuch a fixed limit bas been established, the Design Professiollal shall be permitted
to include contingencies for design, bidding and price escalation, to determine what materials, equipment, component systems iwd types of consbuction are to be
included in the Contrnct Documents, to make reasonable adjustments in the scope of the Project and to include in the Contract Documenls alternate bids to adjust the
Construction Cost to the fixed limit. Fixed limits, if any, shall be increased in the amOlwt of an increasc in the Contract Sum occuning aftcr execution of the Contract
for Construction.
S.2.3 If the Procurement Phase has not commenced within 90 days after the Design Professioonl submits the Construction Docwnents to the Owner, any Project
budget or fixed limit ofCoDStIUction Cost shaD be adjusted to retlect changes in the general level of prices in the construction indusOy between the date of submission
of the Construction Documents to the Owner and the date on which proposals are sought
ARTICLE 6 OWNERS1DP AND USE OF DOCVMEr\TS
6~1 The Drawings, Specifications and other documents prepared by the Design Professional for this Project are instruments of the Design Professional's service and shall
become the property of the Owner upon tennination. or completiot'l of the Agreement. The Design Professional is entitled to retain copies of all such documents. Such
documents are intended only be applicablo 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 materials developed pursuant to the Agreement in another project or for other purposes than are specified in the Agreement, the D~ign
Professional is released from any and all liability relating to their use in that project
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6.2 Submission or distribution of documents to meet official regulatolj' requirements or for similar purposes in connection with the Project is Dot to be construed as publication
iri derogation of the Design Professional's reserved rights,
ARTICLE 7 TERMlNATION,SUSPENSION OR ABANDONMENT
7.1 The Design Professional may terminate the Agreement upon not less than thirty days written notice should the Owner fail substantially to perform in accordance with the
terms of the Agreement through no fault of the Design Professional Owner may term.iriatc the Agreement or any phase thereof with or without cause upon thirty (30) days
prior written DOtice to the Design Professional. All work and labor being petformed under the Agreement shall cease immediately upon Design Professional's receipt of such
notice. Before the end oftbe thirty (30) day perio~ Design Professional shall invoice the Owner for. all work it satistactorily perfonned prior to the receipt of such notice. No
amount shall.be due for lost or anticipated profits. All plans, field surveys, and other data related totbe Project shall become property oflbo O\wer upon termination of the
Agreement and shall be promptly delivered to the Owner in a reasonably organized fonn Should Ownersubseque.ntly contract with a new Design Professional for continuation
ofservical on the Project, Design Professional shall cooperate in providing information.
7.2 lfthe Project is suspended by the Owner fur more than 30 consecutive days. the Design Professional sb811 be compensated fur services satisfuctorily perfomed prior to
notice- of such suspension. When the Project is resuined, tho Design Professional's compensation shall be equftably adju!rted to provide fur expenses incurred in the interruption
and reswnption of the Design Professional's services.
7.3 The Agreement may be terminated by lhe Owner upon not less than seven days written notice to the Design Professional in the event that the Project is pennanently
abandoned. If the Project is abandoned by the Oiwee for more than 90 consecutive days, tho Design Professional or the Owner may terminato the Agreament by giving written
notice.
7.4 Failure of the Owner to make payments to the Design Professional for work satisfactorily completed in accordance with the ~ment shall be considered substantial non-
perfonnance and cause fortcnnination.
7.S lfthe Owner fails to make payment to Design Professional within thirty (30) days of receipt ofa statement for services properly and satisfuctorily performed. the Design
Professional may, upon seven days written notice to the Owner, suspend performance of services undcrthe Agreement.
7.6 In the event of termination not the fault of the Design Professional, tho Design Professional sball be compensated for services properly and satisfuctoruy perfonned prior to
termination.
ARTlCLE8 PAYMENTS TO THE DESIGN PROFESSIONAL
8.1 DIRECf PERSONNEL EXPENSE
8.1.1 Direct Personnel Expense is defined as the direct salaries oftbe Design Professiooal's personnel engaged 00 the Project and the portion of the cost of their
mandatory and ClJStomary contributions and benefits related thereto, such as einployment taxes and other statutory employee benefits, insurance, sick leave. holidays,
vacations, pensions and similar contributions and benefils,
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
Desigri Professional's employees and comultants 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 having jurisdiction 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 of Drawings,
Specifications and other documents.
8.2.1.3 If authorized in advance by the Owner, expense of overtime work requiring higher than regular rates.
8.2.1.4 Expense of renderings, models and mock-ups requested by the Owner.
8.2.1.5 Expense ofcomputcr-aided design and drafting equipment time when used in connection with the Project.
8.2.1.6 Other expenses that are approved in -advance in writing by the Owner
8.3 PA YMENIS ON ACCOUNf OF BASIC SERVICES
8.3.1 Payments for Basic Services shall be made monthly and. where applicable, shall be in proportion to services perfonned within each phase of service. on the
basis set forth in Section 2 of the Agreement and the schedule of work.
8.3.2 Tfand to the extent that the time initially established in the Agreement is exceeded or extended through no fault of the Design Professional, compensation for any
servi~ rendered during the additional period of time shall be computed in the manner set forth in Section 2 of the Agreement
$.3.3 When compensation is based on a percentage of Construction Cost and any portions of the Project are deleted or otherwise not constructed, compensation for
those portions oftb~ Project shall be payable to the extent services are performed on those portions, in accordance with the scbedule set forth in Section 2 of the
Agreement based on (1) the lowest bona fide bid or (2) if DO such bid or proposal is received. the most recent preliminary estimate of Construction Co.'It or detll11ed
estimate of Construction Cost for such portions of the Project
8.4 PAYMENISON ACCOUNf OF ADDIDONAL SERVICES
8.4.1 Payments on account of the Design Professional's AdditioDlll Services and for Reimbursable Expenses shall be made monthly within 30 days after the
presentation to the Owner of the Design Professional's statement of services rendered or expenses incurred
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8.5 PAYMENTS WlTIIHELD No deductions shall be made from the Design Professional's compensation on account ofpcna1ty, liquidated damages or other sums withheld
frOm payments to contractors, or on account of the cost of changes in the work other than those for which the Design Professional is responsible.
8.6 DESIGN PROFESSIONAL'S ACCOUNTING RECORDS Design Professional shall make available to Owner or Owner's authorized representative records of
Reimbursable Expenses and expenses pertaining to Additional Services and services perfonned on the basis of a multiple of Direct Personnel Expense fur ~pection and
copying during regular business hours for three years after the date DC the final Certificate of Payment. or until any litigation related to the Project is final, whichever date is
later..
ARTICLE 9 INDEMNrry
9.1 The Design Professional shan indemnify and save and hold hanuless the Owner and its officers, agents, and employees from and against any and all liability,
claims. demands. damages, losses, and expenses, including, but not limited to court costs and reasonable attorney fees incurred by the Owner, and including, without
limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of the Design Professional or its officers,
shareholders, agents, or employees in the perfonnance 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 not 11 party to the Agreement. including the defense of governmental immunity, which
defenses aro hereby expressly reserved. -
ARTICLE 10 INSURANCE During the performance of the Services Wlder the Agreement. Design Professional shall maintain the following insurance with an
insurance company licensed or authorized to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best
Rate Carriers: of at least an A. or above:
10.1 Comprehensive General Liability Insurance with bodily injwy limits of nor less than $1,000,000 for each occurrence and not less than S2,OOO,OOO 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 lcss than $500,000 for each person and not less than $500,000 for each accident, and with property
damage limits of not less than $100,000 for each accident
10.3 Worker's Compensation Insurance in accordance with statutoI)' requirements, and Employers' Liability Insurance with limits of not less tfum $100,000 for each
accident including occupational disease.
I 0.4 Professi~nal Liability Insurance with limits of not less than $1,000,000 annual aggregate.
10.S Tho Design Professional shall furnish insurance certificates or insurance policies to the Owner evidencing insurance in compliance with this Article 10 at the time
oflbe execution oftbe Agreement. The General Liability and Automobile Liability insurance 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 sball not be canceled or
modified without thirty (30) days' prior written notice 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 ofinsumnce meeting the requirements of this Articlc 10
ARTICLE 11 MISCELLANEOUS PROVISIONS
11.1 The AgRement shall be governed by the laws of the State of Texas. Venue of any suit or cause of action under the Agreement shall lie exclusively in Denton County,
T_.
11.2 The Owner and Design Professional, respectively. bind themselves, their partners, successors, assigns and legal representatives to the othtIT party to this Agroement and to
the partnern. 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 v.ithout the written COIlSent of tho Owner
11.3 The term Agreement as used herein includes the executed Agreement, the Proposal, these General Conditions and other all8chmcnts refcrenced 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, represootations or
agreements. either written or 0nU. The Agreement may be amended only by written instrument signed by both Owner and Design Professional. When interpreting the
Agreement the executed Agreement, Proposal, these General Conditions and the other attachments referenced in Section 3 of the Agreement shall to the extent that is
reasonably possible be read so as to bannonize the provisions. However, should the provisions of these docwnents be in conflict so thatthey can not be reasonably harmonized,
such documents shall be given priority in the following order
1. Tlul executed Agreement
2 IUtachments referenced in Section 3 of the Agreement other than the Proposal
3.. These General Provisions
4.. The Proposal
11.4 Nothing contained in the Agreement shall. create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Design
Professional
11.5 Upon receipt of prior written approval of Owner. the Design Professional shall have the right to include representations oftbe design oftbe Project, including photogrnpbs
of the exterior and interior, among the Design Professional's promotional and professional materiaJs. The Design Professional's materials shall not includo the OY.ner's
confidential or proprietary information if the Owner bas previously advised the Design Professional in writing of the specific infonnation considered by the O\w.er to be confi..
dential or proprietal}' The Owner shall provide professional credit forthe Design Professional on the construction sign and in the promotionatmaterials fortbe Project.
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t 1.6 AP~r,9Val.~y ~e Owner shall not constitute, C ~ deemed a release of the responsibility and liability ofl- .:Sign Professional. its employees, associates, agents.
subcontractors. and subconsuItants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an a'lsump1ion 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 pennitted under the Agreement shall be personally delivered or mailed to the respective pnrties by depositing
same in the United State! mail to the address shown below signature block on the Agreement, certified ma.iL. return receipt requested. unless otherwise specified herein.
All notices shall be deemed effective upon receipt by the party to whom such notice is given. or within three (3) days after mailing.
11.8 If any provision of the Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the
remainder of the Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall refqrm the Agreement to replace such
stricken provision with a valid and enforceable provision which comcs as close as possible to expressing the intention of the stricken provision.
11.1) The Design Professional shall comply with all federal, state, and local laws, rules, regulations. and ordinances applicable to the work covered hereWlder as they
may now read or hereinafter be amended during the tenn oftbis Agreement .
11.10 In performing the Services required hereunder, the Design Professional shall not discriminate against any person on the basis of race, color, religion, sex,
national origin or ancestry. age, or physical handicap.
11.11 The captions of the Agreement are for informational putposes only, and shall not in any way affect the substantive terms or conditions of the Agreement.
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