2007-139ORDINANCE NO. .~~~9
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL
SERVICES AGREEMENT WITH THE FIRM OF FREESE AND NICHOLS, INC. TO PROVIDE
ENGINEERING SERVICES FOR THE DESIGN OF THE NORTH-SOUTH WATER LINE
PHASE ONE PROJECT; AUTHORIZING TH E EXPENDITURE OF FUNDS THEREFOR; AND
PROVIDING AN EFFECTNE DATE (FILE 3826 IN THE AMOUNT OF $377,600).
WHEREAS, The professional services provider (the "Provider) mentioned in this ordinance
is being selected as the most highly qualified on the basis of its demonstrated competence and
qualifications to perform the proposed professional services; and
WHEREAS, The fees under the proposed contract are fair and reasonable and are consistent
with and not higher than the recommended practices and fees published by the professional
associations applicable to the Provider's profession and such fees do not exceed the maximum
provided by law; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Manager is hereby authorized to enter into a professional service
contract with Freese and Nichols, Inc., to provide professional engineering services forthe design of
the North-South Water Line Project, a copy of which is attached hereto and incorporated by
reference herein.
SECTION 2. The City Manager is autlorized to expend funds as required by the attached
contract.
SECTION 3. The findings contained in the preamble of this ordinance are incorporated
herein by reference.
SECTION 4. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the ~ day of
C
.. ~.1~
/IcNEILL. MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
B
APP ED A O LEGAL FORM:
EDWIN M. SNYDER, CITY ATTORNEY
BY:
3- _-File 3826
PROFESSIONAL SERVICES AGREEMENT
FOR ARCHITECT OR ENGINEER
THIS AGREEMENT is made and entered into as of the /7~~ day of
20_Q~, by and between the City of Denton, Texas, a Texas municipal corporation, ith it: rincipal
office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called "Owner"
and Freese and Nichols, [nc., 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 City of Denton North-South Water Mains Project (the Project) will include the preparation of
constmction documents for the following facilities:
Phase I of the North-South Water Main Route Study -Approximately 15,000 linear feet (LF)
of 36-inch water line from Loop 288 at the old TI plant south to Bonnie Brae/Windsor
intersection, South on Bonnie Brae to the north right-oGway line of Scripture Street, ending
at a tie-in location to.the water distribution facilities at McKenna Park.
The Project will include design and preparation of construction documents for the water line alignments
listed above with assistance from the City of Denton. A bid package will be prepared for the construction
of this Phase described above. If a portion of the project is split into a separate construction project, then
additional compensation will be allowed at the fee specified.
SECTION 2
COMPENSATION
The Owner shall compensate the Design Professional as follows:
2.1 BASIC SERVICES
2.1.1 For Basic Services and related Expenses for Article I, Tasks A-C, the total compensation shall
be a lump sum amount of $277,900.
Progress payments for Basic Services shall be paid monthly as a percentage of the total compensation
for the Basic Services satisfactorily completed at the end of the Project.
Page 1
Revised 530-02
2.2 SPECIAL SERVICES
2.2.1 For Special Services of Article ^-A, Lump Sum amount of $52,250.
2.2.2 Compensation for easements for Special Services of Article 11-B will be $495 per each
easement prepared. Ten easements are anticipated for this project, totaling $4,950. Additional
easements will be prepared at [he same rate, only with written permission from the OWNER
2.2.3 For Special Services of Article II-C-F, the total compensation shall be a Cost Plus amount Not
to Exceed $42,500.
2.3 ADDITIONAL SERVICES
2.3.] Compensation for Additional Services will be based on the attached schedule of charges.
2.3.2 Compensation for Additional Services of the consultant (FNI), shall be based on a multiple of
2.02 times the amounts billed to the Design Professional Cor such additional services.
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:
City of Denton General Conditions to Agreement for Architectural or Engineering Services.
2. Exhibit A (Scope of Services) through CO-I.
THIS SPACE INTENTIONALLY LEFT BLANK
Page 2
Revised 5-30-0?
This Agreement is signed by [he parties hereto effective as of the date first above written.
CITY OF DENTON
BY:
GE RGE C. CAMPBELL
CITY MANAGER
ATTEST: ~"
JEgQI~[FER WALTERS, ~yTY SECRETARY
BY. ~ W~
APP VEDA O LEGAL FORM:
ED SNYD J2, CITY ATTOR
BY~
Freese and Nichols, Inc.
BY:
THOMAS RASTER, P.E
Principal
WITNESS:
BY: NOri9-
~r
Page 3
k~~~s~ s-so oz
EXHIBIT A
SCOPE OF SERVICES AND RESPONSIBILITIES OF OWNER
NORTH-SOUTH WA'T'ER MAINS
FOR THE CITY OF DENTON
March 12, 2007
GENERAL: The City of Denton North-South Water Mains Project (the Project) will include the
preparation of construction documents for the following Facilities:
• Phase I of the North-South Water Transmission Line -Beginning at the existing 36-inch
Water Line stub out at Loop 288 and Nicosia Road, south to Highway 77, crossing the
highway and turning to the west across the park north property line and then south along the
park's west property line to Windsor Drive, west to Bonnie Brae, south along Bonnie Brae
and across US 380 to the north right-of-way line of Scripture Street at McKenna Park for a
length of Approximately 15,000 linear feet (LF) of 36-inch water line. Phase II will be
performed under a separate contract.
The Projcc[ will also include design and preparation of construction documents for the water line
alignments listed above with assistance from the City oP Denton. The water line portions listed
above shall be constructed as one construction contract. If a portion of the project is split into a
separate construction project, then additional compensation will be allowed at the fee specified.
ARTICLE I
BASIC SERVICES: FN[ shall render the following professional services in connection with the
development of the Project:
A. DESIGN PHASE: FNI shall provide professional services in this phase as follows:
Conduct a project kick-off meeting with the OWNER and OWNER's personnel along
with FNI project team members. At the kick-off meeting, FNi and the OWNER will
establish communication procedures and point of contact during the course of the project.
A project site visit will also occur at this time to review the alignment being designed for
with this project.
2. Complete Technical Design of the Water Transmission Pipeline, FNI will prepare and
submit to the OWNER for review and use:
a. Technical Design Drawings
i. Cover Sheet /General Notes (2 Sheets)
ii. Site Plan /Project Overview (2 Sheets)
iii. Pipeline Plan and Profile Drawings (30 Sheets)
iv. Pipeline Connection to Distribution System Details for Testing and
Disinfection (2 Sheets)
b. Construction Details
i. Water line embedment (1 Sheet)
ii. Appurtenances (i.e.: CAV, Blow-off Valves, Valves, boring and casing, etc) (2
Sheets)
iii. Thrust Blocking (1 Sheet)
It:\Comrue~\?007\Comract\2007\Denron\Nonh South Water Mains.Aoc Exhibi[ A-I
iv. Erosion Control Details (1 Sheet)
c. Technical Specifications
d. Construction Contract Documents
e. Opinion of probable construction cost to be submitted to the City at the 50%, 90%,
and 100%o complete level.
f. Bidder's proposal forms (project quantities) of the improvements to be constructed.
g. FNI will submit Construction Drawings (plan and profile) to the City at the 30%
review for discussion on the alignment and Specifications and Drawings in whole to
the OWNER for review at 50% and 90% completion. FNI will submit to the
OWNER 2 full size sets of construction plans and 2 sets of bound construction
documents for review at each submittal. Comments from the OWNER at the 50%
review will be used to take the plans to 90% completion. Comments from the
OWNER at the 90% review will be used to lake the plans to Final completion and
advertisement.
h. The Design Phase shall only pertain to Phase 1 listed in the General Scope
Description. The design portion will include approximately 15,000 linear feet of 36-
inch water line. It is assumed that Phase 1 will be bid as one project and will be one
set of construction drawings and specifications. Should it be required for this Phase
ro be broken into separate bid packages, then additional compensation will be
required as covered in the Compensation section of this agreement. If the project is
broken into two bid packages, it is assumed that the bidding of Phases will be
consecutive and not concurrent.
i. Article V of this agreement entitled "Owner's Responsibilities" provides more
detailed listings of the tasks designated for the OWNER'S personnel.
3. FNI will attempt to identify the owners of utilities which are located in the proximity of
the proposed improvements based on field observation and record drawings provided by
the City. FNI will contact the State One Call service (DIGTESS) for utility locating
assistance. Based on the results of this investigation by FNI, FNI will make further
recommendations as to whether more extensive on-site location of the facilities is
required (i.e. potholing). Furnish such information necessary to utility companies whose
facilities may be affected or services may be required for the Project.
4. Attend up to six (6) meetings with the OWNER or OWNER'S personnel to coordinate
design work and review the project.
5. FNI will contact the Texas Historical Commission to provide them maps, exhibits, and
written information about the project to determine if an additional archaeological
investigation is necessary for any part of the water line route. If the THC determines that
an archaeological investigation is necessary, that work will be performed as an additional
service to this contract, see Article Ill, paragraph A. The scope and fee will be negotiated
separately from the basic services to be performed with this contract.
6. Furnish OWNER the engineering data necessary for applications for routine permits
required by TXDOT. Preparation of applications and supporting documents for
government grants or for planning advances is an Additional Service.
R:\Contrac~\?007\Comrua\3007\DcntonWonh South Water Mains.doc 8xhibit A-2
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:
Provide the OWNER with two (2) full size (22" x 34") and four (4) half size sets
(11"x17") of construction drawings and contract documents and distribute them to
prospective bidders through FNI's offices. FNI will post the notice of construction on
FNI's website. FNI will send plans and specifications to two plan rooms, sending plans
and specifications to additional plan rooms will be an additional service. It is the
responsibility of the OWNER to notify the newspaper of the project advertisement and
prospective bid opening date, if so desired by the OWNER.
2. Assist OWNER in securing bids. Issue a Notice to Bidders to prospective contractors and
vendors listed in City of Demon's and 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 publications and publishing appropriate legal notice. The
cost for publications shall be paid by OWNER.
3. Assist Owner by responding to questions and interpreting bid documents. Prepare
addenda to the bid documents for FNI to distribute to all prospective bidders that have
picked up plans and specifications for bidding.
C. CONSTRUCTION PHASE: Upon completion of the bid phase services, FNI will proceed
with the performance of construction phase services as described below. FNI will endeavor to
protect OWNER in providing these services; however, it is understood that FNI does not
guarantee the Contractor's performance, nor is FNI responsible for supervision of the
Contractor's operation and employees. FNI shall not be responsible for the means, methods,
techniques, sequences or procedures of construction selected by the Contractor, or any safety
precautions and programs relating in any way to the condition of the premises, the work of the
Contractor or any Subcontractor. FNI shall not be responsible for the acts or omissions of any
person (except its own employees or agents) at the Project site or otherwise performing any of
the work of the Project.
These services are based on the use of City of Denton front documents for construction
projects. The OWNER agrees that FNI will include provisions in the construction contract
documents that will require the construction contractor to include FNI and their subconsultants
on this project to be listed as an additional insured on contractor's insurance policies.
1. Attend apre-construction conference. The OWNER will conduct the meeting and prepare
minutes. FNI will provide the Contractor and OWNER three full size (22" x34") sets of
plans and conformed specifications each, totaling 6 plans and specifications. The
conformed sets of books will include a half size set of plans (11 "x I T').
a. Establish communication procedures with the OWNER and contractor. All
communications between FNI and the Contractor will be through the OWNER.
2. Review contractor's submittals, including, requests for information and shop drawings in
accordance with the requirements of the construction contract documents for the projects.
a. FNI will be responsible for verifying that all required submittals have been received
from the Contractor. FNI will notify the OWNER in writing of the outstanding
K:\Comrucl\2007\Cumraet\2007\Demon\Nonh Somh Wader Mains.doc Exhibit A-3
required submittals. It is the responsibility of the OWNER to notify the Contractor
of the outstanding submittals.
b. FNI will not be responsible for the log in or distribution of contractor submittals,
which are the responsibility of the OWNER.
c. FNI will not review pay estimates, which are the responsibility of the OWNER.
3. FNI will serve in the capacity of General Representation during construction. In this
capacity, FNI will:
a. Make four (4) visits to the site (as distinguished from the continuous services of a
Resident Project Representative) to observe the progress and the quality of work and
to attempt to determine in general if the work is proceeding in accordance with the
Construction Contract Documents. In this effort, FNI will endeavor to protect the
OWNER against defects and deficiencies in the work of Contractors and will report
any observed deficiencies to OWNER. Visits to the site in excess of the specified
number are an additional service.
b. Provide general recommendations to the OWNER for the work of testing
laboratories and inspection bureaus required for the testing 'or inspection of
materials, witnessed tests, factory testing, etc. for quality control of the Project. The
cost of such quality control shall be paid by OWNER and is not included in the
services to be performed by FNI.
c. Interpret the drawings and specifications for OWNER and Contractor(s).
Investigations, analyses, study or design for substitutions of equipment or materials,
corrections of defective or deficient work of the contractor or other deviations from
the construction contract documents requested by the contractor and approved by the
Owner are an additional service. Substitutions of materials or equipment or design
modifications requested by the OWNER are an additional service.
d. Prepare Record Drawings of the completed project after the final walk through. The
OWNER will coordinate with the CONTRACTOR to produce a set of plans with
markings that represent how the pipeline was installed that both parties agree on.
The OWNER will provide the plans to FNI to produce record drawings. FNI will
deliver to the OWNER two sets of full size (22"x34") drawings, one on bonded
paper and one on mylar film, and electronic file of drawings inACAD 2000 format.
4. Conduct, in company with OWNER's representative, one final review of the Project for
conformance with the design concept of the Project and general compliance with the
Construction Contract Documents. Visiting the site to review completed work in excess of
one trip is an additional service.
ARTICLE II
SPECIAL SERVICES:
A. TOPOGRAPHIC SURVEY: FNI will retain and monitor the efforts of a surveying firm
(Brittain and Crawford) to provide the following Surveying Services:
• Provide survey control along the pipeline route in a coordinate system approved by the
Owner, and compatible with other pipeline projects.
• Provide topographic survey fora 100-foot width along the pipeline routes for up to
15,000 linear feet. Topographic survey will not include individual tree surveys.
R:AContractA3007AContractA?007ADentonWnrth Somh Winer Mains.doc Exhibit A-4
• Provide survey ties to major utility lines, as located by the utility owners.
B. EASEMENTS: FNI will retain and monitor the efforts of a surveying firm (Brittain and
Crawford) to provide the following services:
• Provide deed research for the preparation of easement documents. (This task does not
include title research)
• Prepare metes and bounds easement descriptions for each private tract. A separate
description will be prepared for both permanent and temporary easements. For
budgeting purposes, a maximum of five tracts are estimated (10 Easement Documents).
Payment for parcel descriptions shall be on a per parcel basis. If more than five parcels
are required (10 Easement Documents), then additional payment will be required, for not
only the cost for easement preparation on a per each basis but also for the cost of
additional field work.
• Each Temporary and Permanent Easement will be provided at a cost of $495 per each
easement document prepared, Not To Exceed $9,900 for 20 easements.
C. GEOTECHNICAL ENGINEERING: FNI will provide geotechnical engineering and asub-
consultantdrilling and laboratory-testing firm to provide the following services:
• Review geologic maps and the pipeline route to identify testing locations
• Drill up to eight (8) borings up to 20 feet deep. For budgeting purposes, a maximum of
eight (8) borings are assumed. Scope and Fee may be adjusted to account for additional
borings, as necessary. Log the borings, and obtain soil samples for soil classification
and the corrosion analysis testing. Provide rock cores and RQD of rock, where
applicable.
• Provide laboratory testing, including Atterberg limits, unconfined strength of rock
samples, sieve analysis, and water content.
• Provide conclusions of testing and geotechnical analysis in a report, for use of the
pipeline designers and prospective bidders.
D. ENVIRONMENTAL PERMITTING: FNI will provide office research and a field review oP
the pipeline route, to determine if any environmental permits are required. Based on this
field review, FNI will prepare a memorandum to the OWNER, indicating the conclusions of
the analysis and noting if any additional actions are required. It is anticipated that no
environmental permit notifications will be needed for the project and the Project may be
covered by Nationwide Permit No. l2. If environmental permit applications or in-depth
environmental studies are required, then these activities would be an additional service.
E. WATER MODELING ANALYSIS: FNf will provide the following services:
• Review the hydraulics of the North-South Water Main along the proposed alignment
from the elevated tank at Riney Road to the proposed terminus at Roselawn.
• The hydraulic analysis will evaluate and determine if a booster pump is necessary along
the pipeline route and the location of a booster pump, if necessary. The final design of
booster pump is not included in the cost of this contract.
• The analysis will also consider the losses in the transmission line due to water line
connections along the route.
R:\Commm\2007\Contract\2007\Uentnn\North South Water Mains'.doc 8xhibil A-$
F. CORROSION ENGINEERING: FNI will retain and monitor the services of a corrosion-
engineering firm (Corrpro Companies, Inc.) to provide the following services:
• Conduct field soil resistivity surveys along the proposed pipeline route. Conduct tests
for foreign pipeline cathodic protection systems, and AC interference.
• Conduct laboratory tests of soil samples, including pH, moisture, chlorides, sulfides and
conductivity.
• Analyze data and make recommendations for passive cathodic protection systems and
pipeline materials for up to three alternate pipeline materials (Ductile Iron Pipe, Bar
Wrapped Concrete Cylinder Pipe, and Mortar Coated Steel).
• Prepare detailed drawings and specifications for corrosion monitoring systems and
cathodic protection systems.
• During the construction phase, review contractor's submittals and provide comments
• Provide one day of on-site inspector training, at the beginning of construction
• Review the Contractor's commissioning report.
ARTICLE 111
AllDITIONAL SERVICES: Additional Services to be performed by FN1, if specifically
authorized in writing by OWNER, which are not included in the above-described basic services, are
described as follows:
A. ARCHEOLOGICAL SERVICES: If specifically authorized in writing by the City of
Denton, FNI or its archeological sub-consultant will prepare a notification letter, with
accompanying exhibits, to be sent to the State Historic Preservation Officer (SHPO). The
scope of Archeological Services will be based on the requirements established by the State
Historic Preservation Officer (SHPO) specifically for this project, upon regulatory review.
The fee will be negotiated once the regulatory requirements are known with services
rendered on a cost plus basis.
B. GIS mapping services or assistance with these services.
C. Subsurface Utility Engineering services for precise location of subsurface conflicts and
utilities, excluding OWNER water and wastewater lines that the OWNER is willing to
pothole and locate.
D. Making revisions to designs, specifications or other documents when such designs are 1)
consistent with approvals or instructions previously given by OWNER or 2) due to other
causes not solely within the control of FNI.
E. Investigations involving consideration of operation, maintenance and overhead expenses,
and the preparation of rate schedules, earnings and expense statements, feasibility studies,
appraisals, evaluations, assessment schedules, and material audits or inventories required for
certification of force account construction performed by OWNER.
F. Providing shop, mill, field or laboratory inspection of materials and equipment. Observe
factory tests of equipment at any site remote to the projector observing tests required as a
result of equipment failing the initial test.
G. Preparing Operation and Maintenance Manuals or conducting operator training.
R:AComma\2007AContract~2007ADemonANorth Somh Water Mains.doc Exhibit A-6
H. Furnishing the services of a Resident Project Representative to act as OWNER's on-site
representative during the Construction Phase.
L Performing investigations, studies and analyses of substitutions of equipment and/or
materials or deviations from the drawings and specifications.
J. Except as indicated in Article II, Paragraph D, providing environmental support services
including the design and implementation of ecological baseline studies; environmental
monitoring; impact assessment and analyses; permitting assistance; preparation of a 404
permit application, including pre-construction notification for a Nationwide Permit, request
for authorization under regional general permit or letter of permission procedure, or
preparation of an individual permit application form, such as USACE ENG FORM 4345;
preparation of applications for other permits that are identified by the study; detailed
wetland delineation in accordance with the USACE's 1987 Wetland Delineation Manual;
archeological and historical properties investigations outside the scope of Article II,
Paragraph D; consultation in writing, by telephone, or in person with the USACE or other
regulatory agencies; surveying of water bodies by a Registered Public Land Surveyor; or
preparation of a compensatory mitigation plan.
K. Performing investigations, studies, and analyses of wa•k proposed by construction
contractors to correct defective work.
L. 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.
M. Services required to resolve bid protests or to rebid the project(s) for any reason, including
re-bidding to lower the cost of the project to meet OWNER's budget.
N. Visits to the site in excess of the number of trips included in Article I for periodic site visits,
coordination meetings, or contract completion activities.
O. Any services required as a result of default of the contractor(s) or the failure, for any reason,
of the contractor(s) to complete the work within the contract time.
P. Providing services after the completion of the construction phase not specifically listed in
Article I.
Q. 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.
R. Providing services made necessary because of unforeseen, concealed, or differing site
conditions or due to the presence of hazardous substances in any form.
S. Providing services to review or evaluate construction contractor(s) claim(s), provided said
claims are supported by causes not within the control of FNI.
R9ComrneiA2007AComractA30WADenwnWonh South Water Mains.doc 8xhlbit A-7
T. Providing value engineering studies or reviews of cost savings proposed by construction
contractors after bids have been submitted.
U. Provide follow-up professional services during Contractor's warranty period.
V. Provide modeling of the distribution system.
W. Providing alternate designs that require significant effort.
ARTICLE IV
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 following
schedule:
• Complete surveying and easement documents in 90 Calendar Days from the Notice to Proceed
• Complete design plans and specifications in 150 Calendar Days from the Notice to Proceed
If FNI's services are delayed through no fault oP 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. If these delays are excessive, then FNI reserves the right to
negotiate additional compensation for additional services related to the delay
ARTICLE V
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. Provide all criteria and full information as to OWNER's requirements for the Project,
including design objectives and constraints, space, capacity and performance requirements,
flexibility and expandability, and any budgetary limitations; and furnish copies of all design
and construction standards which OWNER will require to be included in the drawings and
specifications.
C. 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.
D. Arrange for access to and make all provisions for FNT to enter upon public and private
property as required for FNI to perform services under this AGREEMENT, including
R:ACoNractA?007AConlrac~~2007ADcmm~Worth South Water Mains.doc Exhibit A$
preparing and obtaining Right-of-Entries for engineering, surveying, geotechnical, corrosion
engineering and environmental activities. Identify Landowners and provide contacts for
coordination of field work. If conditions are muddy, the driller will delay drilling until
conditions improve. Provide or pay for any towing required due to soft ground conditions
impassable to four-wheel-drive and tracked equipment and any clearing or grading necessary
for access. Repair or compensate property owners for any damage, including but not limited
to crop damage, ruts, and cracked slabs, caused by normal access and operation of exploration
equipment.
E. 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.
F. Furnish approvals and permits from all governmental authorities having jurisdiction over the
Project and such approvals and consents from others as may be necessary for completion of
the Project.
G. Provide title investigations and title insurance, if deemed necessary by the OWNER.
H. Provide such accounting, independent cost estimating and insurance counseling services as
may be required for the Project, such legal services as OWNER may require or FNI may
reasonably request with regard to legal issues pertaining to the Project including any that may
be raised by Contractor(s), such auditing service as OWNER may require to ascertain how or
for what purpose any Contractor has used the moneys paid under the construction contract,
and such inspection services as OWNER may require to ascertain that Contractor(s) are
complying with any law, rule, regulation, ordinance, code or order applicable to their
furnishing and performing the work.
I. Attend the pre-bid conference, bid opening, preconstruction conference, construction progress
and other job related meetings and substantial completio^ inspections and final payment
inspections.
J. Give prompt written notice to FNI whenever OWNER observes or otherwise becomes aware
of any development that affects the scope or timing of FNI's services, or any defect or
nonconformance of the work of any Contractor. The OWNER will provide written notice to
the Design Professional if the OWNER becomes aware of any errors or omissions in the
design work.
K. Furnish, or direct FNi to provide, Additional Services as stipulated in Exhibit A, Article III of
this AGREEMENT or other services as required.
L. Provide easement acquisition services.
M. Bear all costs incident to compliance with the requirements of this Article V.
12:\Convam\2007\Contract\2007\DemonWurth South Water Mains.doc Exhibit A-9
N. The Owner will open, tabulate, analyze bids and recommend award of contracts. The Owner
will prepare the construction contract for execution by the Contractor and Owner and will
furnish copies of the contract documents to FNI, Owner, and Contractor.
O. The OWNER will provide an OWNER's representative during the construction phase. The
representative will be the first point of contact with the Contractor. The representative will
receive and distribute all submittals. The Owner's representative will review and approve
payment requests. The Owner's representative will prepare change orders and field orders.
The Owner's representative will review all claims by the Contractor. The Owner's
representative will prepare all punch-lists and follow-up inspections.
P. RESPONSIBILITIES OF OWNER -DETAILED TASK LIST
I) Contact other departments within [he City of Denton and coordinate with them to obtain
record drawings of other utilities, buildings, or infrastructure.
a) Provide Survey Support, including the following:
• Provide preliminary landowner list for the surveyor
• Provide preliminary landowner map for the surveyor
• Prepare and obtain right-of-entries for all necessity parcels which cover engineering,
survey, corrosion engineering, geotechnical, environmental and archeological (as
necessary) activities
ARTICLE VI
DESIGNATED REPRESENTATIVES: FNI and OWNER designate the following representatives:
Owner's Designated Representative -Rebecca Guthrie, P,E., City of Denton, 901-A Texas Street, Denton,
Texas 76209; phone: 940-349-8938; fax: 940-349-8951; email: rbecca.guthrie@cityofdenton.com
Owner's Accounting Representative -Annie Bunger, City of Denton, 901-A Texas Street, Denton, Texas
76309; phone: 940-349-8463; tax: 940-349-8951; email: annie.bunger@cityofdenton.com
FNI's Project Manager -Steven Metzler, P.E., 4055 International Plaza, Suite 200, Fort Worth, Texas 76109;
phone 817-735-7329; tax 817-735-7492; email sem@freese.com '
FNI's Accounting Representative -Jana Collier, 4055 International Plaza, Suite 200, Fort Worth, Texas
76109; phone 817-735-7354; fax 817-735-7496; email jvc@freese.com
k:\Cuntrna\2007\Contrac~\2007\DemonWorth South Wa~ec Mains.doc Exhibit A-10
COMPENSATION
LUMP SUM WITH ADDITIONAL WORK BASED ON COST TIMES MULTIPLIER
A. Basic and As Authorized Services: Compensation to FNI far the Basic and As Authorized Services
shall be a total of Three Hundred Seventy Seven Thousand Six Hundred Dollars ($377,600). A detail of
all charges are per Section 2 of this Professional Services Agreement. 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 Exhibit A, 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 I.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 FN[ employee
was performing the same or similar services.
Rates for In-house Services
Computer
$10.00 per hour
Plotter
Bond
Special
$ 2.50 per plot
$ 5.00 per plot
Testing Apparatus
Density Meter
Gas Detection
3-10-04 31
$350.00 per month
$ 10.00 per test
R:\Comract\3007\Contrac~\3007\UemonWorth South Water Mains.doc
Printing
Black and White
$0.10 per copy
Color
$0.50 per copy
Binding
$5.75 per book
FNI
CO- I OWNER
1 CITY OFDENTON t
GENERAL CON'DTIIONS
TO
AGREEMENT POR ARCHITECTORAL OR ENGLNEEAING SERVICES
AR1'ICLF. 1. ARCHITECT OR ENGfNEER'S RESPONSDTD,I7TES
1.1 The ArehheIX or Engi¢eer's services ansist of Those services for the Roject (as defined i¢ the areement (the "Agreement") and proposal (tlre "Proposal") to which these
General Conditions are attached) performW by the Architect or Engiucer (hereinafter called the "Design Professienal") or Design Professional's employees amt consultants as
enumemled in Articles 2 and 3 of tbee General Cotditiens az modified by the Agrcem®t and Proposal (the"Services'.
1.2 The Design Professional will perform all Services e an independent contractor to the prevailing professioml standards consistent wiW the level of care and skill ordinarily
exercised by members of the carne proCesioa currentty practicing in 4e same locality undtt similaz anddions, including reasonablq inforr¢edjudgmenu acct prampl timely
actions (the "Degree of Care"} The Services shall be performed as expeditiously as is ansiste¢[ wuh the Degree of Care necessary for the onierly progress of the Project
Upon request ofthe Ovnace, the Design Professional shall submit for the Owners approval a schedule for the performance of the Services which may be adjusted as the Project
proceeds, and shaE include allowances for pedods of time roquved for the thwels review and for approval of submissions by auWoritie havingjurisdiction over the Project
Time limits established by this schedule and approved by the Owner shall noS except for masonable cause, be exceeded by the Design Prof3.ssional or Owner, aM any
adjustments b tills schedule shall be mutually acceptable to both parties.
ARTICLE 2 SCOPE OF BASIC SERVICES
2.1 BASIC SERVICES DEFIIVED The Design Professional's Dasic Services consist ofthose described in Section 22 Bough 2.6 of these General Conditions and include
without litnitatio¢ nomml strucnrral, civil, mechanical and electrical enginceri¢g services and any ofherengineervrg service necessary to produce a cemple[e and accurate set of
Constnretion Documents, as described by and required w Section 24. The Besie Services may be modified by the Agreement
2.2 SCHEMATIC DESIGN PHASE
2.2.1 The Design Professional, in ansultafion with the Owner, shall devebp a written program for the Project to ascertain Owaets Deeds and to establish the
requirements for the Project
2.2.2 The Design Profesional shall provide a preliminary evaluation of tlra Oanet's program, ansmre¢an schedule and canslruction budget requhemeats, each in
Ierms ofdre otlrey subject to the limitations set fortlr in Subsecdoa 5.2.1.
2.23 The Design Professional shall review wiW the Owner alternative approaches to design and comhurAOn of the Project
23.4 Based on the mutually agreedupoa program, schedule and anshuction budget requhements, the Design Professional shall prepare, for approval by the Owner,
Schematic Design Documents consisting of drawings and other documents illustrating the Scala and relationship of Project ampone¢ts. The Schematic Design shall
' contemplate compliance with all applicable laws, statutes, ordinances, codes end regulations.
2.2.5 The Design Professional shall subadt to the Owner a pmliarinary detailed estimata of Cons(mGion Cost baud on curteut area, volume or odor unit costs and
which indicates the cost of each category of work involved in anstmcting the Project and eteblish<s m elapsed time factor for We period of time from the
amme¢eement to the completion ofarufmction.
23 DESIGN DEVELOPMENT PHASE
23.1 Based on the approved Schematic Design Docuurente end soy adjushnents authorized by the Owns in the program, schedule or aastmction budget, the Design
Professional shall prepare far approval by the Owner, Design Development Documents insisting ofdrawings and other dowments tu fnc and desrnbe the size and
chazacter of the Protect as ro architectural, shncnnal, mechanical and electrical systems. materials and such other eleme¢ts as maybe aPPropriete, which shall comply
with all applicable laws, smtutes, ordinances, codes and regulations. Notwithstanding /homer's approval of the documents, Design Professional represents that the
Doaments and specifications will be sufficient and adequate to fulfill the purposes of the Project
23.2 The Design Professional shall advise the Owner of any adjustments to the prelindnary estimate of Consmrction Cost in a farther Detailed Statement as desrnbed
in Sation 2,2.5,
2.4 CONSTRUCTION DOC[IMENTS PIIASE
2A.1 Based on the approved Design Development Doameuts and any further adjusmrents i¢ the cape or quality of the Project m in the constmetion budget
authorized by the Owner, the Desig¢ Professional shall prepam, for approval by dra Owner, CnnStmetlen Documents consisting ofDrawings acct Specifications setting
forth in detail requirerruns for the construction of the Project, which shall amply with all applicable Taws, statutes, ordinances, codas and regulations.
2.41 The Design Professional shall assist the Owner in the preparatio¢ of the naessary bidding or procnrcmerrt infomaatlon, bidding or procurement forms, the
Condition of the antract, and 16e form ofAgxment between the Owner and aahactor
2.43 The Design Professional shall advise the Owaerof any adjustmems to previous preliminary estinates ofCoaswcdon Cost indicatedby changes in requirements
ar grncml market conditions,
2.4.4 The Deign Professional shall assist the Owner in annecdo¢ with tlrc Owner's responsibility for filing documents required foi the approval of govemmenral
aulhoritie Itavingjurisdiction over the Project.
2.5 CONSTUCTCON CONTRACT PROCOREI1dEN1'
2.5.1 The Design Professional, fogowiag the Owners approval of fire Consfiuction Docnments and of the latest preliminary detailed estimate of ConstmGion Cosf,
shall assist the Owner in procuring a arswclion contraM for the Project through my procurement method that is legally applicable to the Project including without
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H'VdisclBlank Forms\GENERAL CONDITIONS-ARCHITECT-ENGINEFAdoc Revis<d 5-30-02
of materials, systems or equipment is requ~v ~ the Conned Documents, the Desi~ Professioml sball be 1, ~ m rely upon such certi5cation to esdblisb tbai the
materials, systems or equipment wdl meet the perfomunce criteria required by We Centred Donuaents.
2.6.13 The Design Professional shall prepare Change Orders and COnSWCdn¢ Change Directives, with supporting documentation and data if deemed necessary by
the Design Profrssio¢at az provided in Snbsectioaz 3.1.1 and 3.33, for the Ownds approval and execude¢ in accordance with the Contract Documents, and rmy
authorize minor changes in the work no[ involving an adjustment in the Contract Sum or an e~deasion of the Conhad Time which are no[ iacoasiste¢t with the intent
ofthe Contract Documents.
2.6.14 Oa behalf of the Owner, the Design Professional shell conduct inspections m detem»ne the dates of Substantial Completion and Final Completion, nod iC
requested by the Owner shall issue CertiScates of Substantial and Final Corriplelioa The Design Professional wrL receive and review written guvanuxs and related
duauncnls required by $e Contact for Construction ro be assembled by the ContmMr and shall issue n finel cedi6rate for Payme¢t upon wmplia¢ce with the
requiromeuts of the ConlmctDacume¢is.
2.6.15 The Design Professional shag interpret and provide recormnendations on matters concerning performance ofthe Owner and Contractor under Ne requirements
of the Contract Documents on vrritten request of either the Owner or Conracror The Design Professional's scsponse ro such requests shall he made with reasonable
promptness and within any tune ]imLLS agreed upon..
2.6.16 Interpretations and decisions of the Design Rofessional shall be consistent with the intent of and reasonabty infembie from the Contract Documents a¢d shall
be in writing or in the formof dmwdngs. When making such inierpretafions and initial decisions, the Design Professional shall endeavorto secwe faithful performance
by both Owner end Contmdoy and shall not be liable for results or interpretailons or decisions so rendered in good faith i¢ eccoNence with all the provisions of this
Agreement and m Ore absence ofnegligence.
2.6.17 The Design Professional shall render wdtfen decisions widdn a reasonable time on all claims, disputes or other matters in question bdwcen Orc Owner and
Coatracror relating ro the execution or progress of ihework as provided i¢ the Connuc[ Documents.
26.18 The Design professional (1) shall render services under the Agreement iu accordance with the Degree of Cer<, (2) will reiminasc the Owner for all damages
caused by the defective designs Ore Desigu Professional prepazes; and (3) by aclmowledghtg payment by the Owner of any kes due, shop not be released from any
rights the Owntt may have under the Agreentem or diminish any ofthe Design Professional's obligations therewder.
26.19 The Design Professiotal shalt provide We Owner with four sets of reproducble prints showing all significant changes to We Coazmretioa Documents during
the Construction Phase.
ARTICLE3 ADD1T[ONAL SERVICES
3.l GENERA(.
3.1.1 The services dascdbed in this Article 3 are not included i¢ Razic Services unless so idwti5ed in the Agreement or Proposal, and they shall be paid fnr by the
Owner az provided in the Agreement, hr addition to the eonrpens¢don for Basic Services. The services desenbed under Sections 3.2 and 3.4 shall only be provided if
authorized or wnfmned in writing by We Owner. If services desenbed under Contingent Addi[lo¢al Services in $eetion 3.3 are required due to cbr•~a,ct~.,ces beyond
!ha llesign Professioml's wnlrol, the Design Professional shall notify ibe Owner in writing and shag not comrnwce such additioml services until it receives written
approval from the Ownerto proceed. Rthe Ownv indicates in writing that all or part ofsuch Contingent Addidoml Services ate rot euqured, the Desig¢ Professional
shall have no obligation fa provide Eaose setvices. Owner will be responsible for corr~eusamtg the Design Professtoml for Contingent Addidoml Services only if
thry are not requited due ro the negligwce or Evil[ oflksign Professional.
3.2 PROJECT REPRESENTATION DEYOND ]lAS[C SERVICES
3.21 If more extmsivc representation of the site than is desedhrd in Subsection 2.6.5 is required, the Design Professional shag provide one or more Project
Representatives massist in canying out such additional onsite responsbili0es.
3.22 Project Representatives shall be selected, employed and daeciul by dre Design Professional, and the Design Professional shall be cempe¢sated therefor az
agreed by the Owner and Design Professio¢aL
33 CONTINGENTADDT[70NAL SERVICES
33.1 Making material revisions in Dmvvi¢gs, SpeciScations or othu documents when such revisions are:
1, inconsistent with approvals or instructions previously given by the Owuer, including revisions made necessary by adjustmurts in the Owners
program or Projeu budge;
2. required by the eoactmmt or revision of codes, laws or regulations subsequent ro the preparation of such documents, or
3 due to changes requ¢edazaresult ofthe lTwefsfarluro to render decision in atimety mvmcT.
3.32 Providing services required because of significsn[ changes in the Rojed mduding, but not twited ro, siu, quality, complexity, or the Owner's schedule, except
for services required under Subsection 2.5.2..
333 Preparing Drawings, Specifications and other docwnen[atian and supporfing data, end providing offier services in mnnxtion with Change Orders wad
Construction Change Directives.
33.4 Provuli¢g consultation coneeming replacement of work damaged by fuc or other cause during consmrction, and fum'ch~ne services required in connection with
the replacement of such wodc.
33.5 Providing services made necesavy by the ddault of the Contractor, by major defects or deficiencies i¢ the work of the Contractor, or by failure of performance
of either the Owner or Contracror under the Contract for Construction..
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H:IMisc~Blank FormsIGENERAL CONDITIONS-ARCHI'T'ECT-ENGINEEAdoe Revised 530.02
4.4 The Owner shall designate a represe¢ffi~ au0torized to act on the Owners behalf wills respect b the P. t The Owner or such euthorizW representative shall
render decisions in a timely manner pertaining to documents submitted by the Design Professional in order m avoid unreasonable delay m the orderly and sequential
progress ofthe Design Professioml's services.
45 Where epplicablc, the Owner shall famish surveys dcscnbing physical cheracterisfics, legal IIrnII8Q0ILS and utility locations forthe site of the Project, and a written
legal description of the site. The surveys and legal information shall include, as applicably grades and lices of streets, alleys, pavements and adjoining property and
structums; adjacent drainage; righisofway, restrictions. easements. encroaclu¢ents, inning. deed restrictions. boundaries and contours of We site; locations,
dimeations and ¢xcssazy dain pertaining m existing building, other improvements and trees; and infomation cenceming avmlable utdity services and lines, both
public and private, above and below grade, including inverts and depdrs. Ail the infomiatien on Ose survey shall ba referenced m a project benchmark
4.6 When applicable, the Owner shall famish the services of geotecbnical rngineers when such services are requested by the Ikxi~ Professional. Such services may
include but are not limited to test borings, test pits, determinations of sod bearing values, pereolatiun tests, evalualions of harardous makrials, ground cerrosion and co-
sistivity tests, hscludi¢g necessary operations for anticipating subsoil conditions, wiW reports a¢d appropriate pmfessio~l recommendations.
4.6.1 the Owner shall famish the services of other eo4sultanis whe¢ such services are teasonabty required by the scope of [hc Project and are requested by the Design
Professions] and aro not remined by the Design Pmfesional as part ofks Basic Services or Additional Services.
4.7 When ¢ot a par[ of We Additional Service, the Owner shall famish structural, rrsechanical, chemical, air and water pallulien tests, tests of heaardous ma[crials,
and eOrer laboratory and environmental tests, iuspecfions and reports required by law or the Contract Docrsnwrrts.
4.R The Owner shall banish all kgal, accotmthsg and insruance wunseling services as maybe necessary et any t®e for the Project, including arrditing seavices the
Owner may equim m unify 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 oCWe Owmer.
49 The services, informato4 surveys arel mposts requued by Owwer under Sections 4.5 through 4.8 shall be famished at We Owner's expense, and the Design
Pmfssional shall be entided m rely upon the accuracy a~ wmpkteness thereof in the absence ofany ¢eglige¢ce on Ore part ofOre Design Professional.
4.10 The Owner shall give pmmpl written notice to the Design Professional SOre Owuer becomes aware ofany fault or defect m the Project or norswnfonuance with
the Connect Documents.
4.11 Design Professional shall propose language for certifican;s or certi5cations to he requested of Ore Desig¢ Professional or Design Professional's co¢sulinnts and
shall submit such to We Owner for review and eppmval at least fourteen (14) days prior to ezecufioa The Owner agrees not to request cerdficadons Wat would require
knowledge or services beyond Ure scope ofihe Agreement
ARTTCI.E 5 CONSTRUCTION COST
S.l CONSTRUCTION COST DEFINED
5.1.1 The Constuction Cost shall be the total cost or estimated cost to the Owner of all elements ofihe Project designed or specked by are Desig¢ Professional,
5.1.2 The ConsWC[ion Cost shall include the cost a<murem market rates of labor and materials famished by the Owner and equipment designed, specified, selected or
specially provided for by the Design Professional, plus a reasonable allowance fir We Co¢iracmrs overhead a¢d pros[. In additio4 a reasonable allowance forcon-
tingenciesshall be included for market conditions a[ the time of bidding and for changes in the wodc during wnstructioa
5.13 Construction Cost does rrot include the cornpensation oP the Desigr Professional and Deign Professional's consultants, the costs of the land, rightsof--way,
fuuncing or other costs which tiro the rcsponsilsility of the Owner as provided m Article 4.
5.2 RESPONSIBILITY FOR CONSTRUCTION COST
5.2.1 Evaluarioru of Ose Owners Project budge; prdimiuary eslimales of Coasimction Cost and detailed estimates of Cons¢ucnon Cost prepared by Ore Design
Professioral represent the Deign Profarioml§ bnstjudgnem as a design professional inmilrar with the Construction indusny. It is raogired, however, tbat neither
Ore Design Professional nor the Owner bas centrol over We cost of labor, nraledals or equipment, over ibc Contiaceors methods of determining bid prigs, or over
competitive bidding or market conditions. Accordingly, the Design Pmfessioml cannot and does not warrant or represent the[ bids or rant proposals wID not vary
from the Ovmers Project budge[ or from a¢y estimate of Construction Cost or evaluatio¢ prepared or agreed m by the Design Professional.
5.22 No faced limit of Constuction Cost shall be established as a condition of the Agrezmrnt by the famishing, proposal or eshablishmem of a Project budget, uWess
such fixed limit bas been ageed upon in writing sad signed by the parties thereto. if such a fated li¢dt has been established, the Desigp Professoml shell be pemdhed
m include contingencies for desigq bidding and price escalatio4 to detemdce what roaferials, equipment, componwl systraru end types of censtmetion are m be
included in the Contract Documents, to make reasonable edjusmre¢is m the swpe of the Project sad b include m the Connect DocmnrnR eltemate bids tu adjust the
ConsWCtion Cost m the fined limit, Fined limits, ifany, shalt be mwessed in the amount ofan increase in the Connac[ Sum occurring after execution of the Contract
for Construction.
523 If the Procurement Phase has not commenced witlrin 90 days rifler Ne Design Professional submits Ore Construcrion Documents to Ore Owner, any Project
budget or fixed limit of Consfiretio¢ Cost shall be adjusted to reflect changes in the general level ofprices in the construction industry between the date ofsubmission
oftheCmsWCtion Documentsm Ore Owner and the darn o¢which proposals are sought ,
ARTICLE 6 OWNERSHIP AND USE OF DOCIMF.NTS
6.1 The Drawings, Specifications sad other documents prepared by Eae Design Professional for tbis Project are insmsmenm of Ore Desig Professional's service and shall
become the property of Ore Owner upon rumination or completion of the Agreement The Design Professional is entitled to retain copies of aU such documents. Such
documents are intended only be applicable m [his Project, a¢d Owner's use of such documents in other projects shall be at Owner's sole risk and expense. in the event the
Owner uses anyof Ore iofomuetion or materiels developed pursrrant fo ffie Agreement in another project or for orrer purposes than are specified in Ore Agecment, the Deign
Profeswnnl is released from any and all liability relating to Oetr use in that project
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i
S.$ PAY~NTS WCI'RRHELD No deduetiovs shall be made from the Design Professional's compensation on accoum of penalty, liquidated damages or other sums withheld
from payments to contractors, oron amou¢t ofthe cost of cha¢gcs is the work other thin those for which the Desig¢ Professional is responsible.
S.6 DESIGN PROFESSIONAL'S ACCOUNTING RECORDS Design Professioml shall make available to Owner or Owne's authorved represwffilive records of
Reimbursable Expenses and expenses perffimmg to Additional Services and services perComted on the basis of a wrlOple of Direct Persomd F.xpe¢se far inspection and
copying during regular business hours far three years after the date uC the final CertiScete of Payment, ar unnl any litigation relined m the Project is final, whichever dam is
later.
ARTICLE 9 INDEhINt'('Y
9./ The Design Professional shall indemnify and save and hold harmless the Owner and its officers, agents, and employees from and against any and ell liability,
claims, demands, damages, losses, and expenses, including, but not limimd to court costs and reaonable atromey fees incurtrd by We Owner, and including, without
limimtioq damages for bodily and personal injury, death and properly 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 Notiring herein shall be construed to cream a liability to any person who. is not a party to Ne Agreement, and nothing herein shall waive any of the parties' defenses,
both a21aw or equity, to any claim, cause of action, or litigatio¢ filed by anyone not a party m the Agreement. including the defe~e of governmental ®mnn;ty, which
defenses aze hemhy expressly reserved.
ARTIC[.E lO INSURANCE During the performance of the Services under the AgreemenS Design Professional shall mainffiin the following insurance with an
insurance company licensed or authorized to do business in Eae Stma of Texas by the Smte I¢smanee Commission or any successor agency that has a taring wiOr Best
Rate Carriers of at leas[ an A- or above:
10.1 Compmhensive General Liability laturance with bodily injury limits of not less then $1,000,000 for each occurrence and not Ices than $2,000,000 in the aggregate,
and with property damage limita of not less than 5100,000 for each occurrence and not less than $250,000 in Ore aggregam.
10.2 Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 far each accident, and with property
damage lindts of not less than $100,000 for each accident
10.3 Worker's Compensation Insurance in accordance with stammry requirements, and Emplayere' Liability Insurance with limits of not leas Oran SI00,000 for each
accident including oaupational disease.
l0.4 Professional Liability [osurence with limits of not less than SI,OOQ000 avnual aggregate
10.5 The Design Professional shall Cumish insurance certificates or wsurance policies m the Owner evidencing insurance is compliance wiOt this Article 10 at [he time
of the execution of Ote Agreeme¢t. 1be Qeaeral Liability and Aummobde Liabiliy insurance policies shall name the Owner as an addi[ioml insured, the Workers'
Compensation policy shall contain a waiver of subrogation in favor of We Ownm, and each policy shall contain a provision that such insurance shall not be canceled or
modffied without thirty (30) days' prior wdt[en notice to Owner and Design Professional. In such event, the Design Professional shall, prior to the effective date of the
change or cancel]atlon, famish Owner with substitute certificams of insurance meeting the requirements ofthis Article 1D.
ART1t3,E 11 MISCELLANEOUS PROVISIONS
11.1 The Agreement shell ba governed by the 1¢ws of the State of Texas. Venue of any suit or cause of action cadet the Agreement shall lie exclusively in Demm~ County,
Texas.
112 The Owner and Design Professional, respectively, bmd themselves, their partners, successors, assigns and legal representatives m the other party m this Agreement and m
Ote panners, successors, assigns and legal represrnffilives of such other parry with respect m all covenants of this Agmement The Design Professioml shall not assign its
iniraests in the Agreement without the written consent ofthe Owner
11.3 The term Agrcement as used herein i¢eludw the executed Agreement, the Proposal, Wese General Conditions and other a0achrnenis referenced in Section 3 of the
Agreement wttich logel6er repmsem the entire and integrated egreemrnt between the Owns and Design Professional and supersedes all prior negotiations, tcpresentetions or
agreemmis, eiWer wri0e¢ or oml. The Agreement may be amended oWy by written iashument signed by both Owner and Design Professional. When inhxprcling the
Agreement Ore executed Agreement, Proposal, these Geaeml Conditions aM Ore other attachments referenced in Section 3 of We Agreement stall m the extent thin is
reasonably possrble be read so as to 6amwniu the provisions. However, should the provisions of these documents be ID conflict so that they ten notba reasonably harmonized
such documents shall be given priority in the fn0owing order
I. The executed Agreement
2. Atffirlrments referenced in Section 3 of the Agreement otherthan the Proposal
3. These General Provaions
4., Tha Proposal
11.4 Notluug contained i¢ the Agreement shall create a contractual reladoaship with or a cause of action in favor of a thrzd parry agams[ tither the Owner or Design
Professional.
I1S Upoa receipt ofpdor written approval of thwer, We Design Aofessional shall have the right m include representations of Ore design of the Project, including phomgmphs
of the exterior and interior, among Ore Design Professional's promotional and pmfessiooal materials, The Design professional's materials shall not include Ore Owner's
wnfidential or proprietary information if the Owner has previously advised the Design Professional in writing of the specific informado¢ considered by the Owner m be wnfi-
dentinl or proprietary The Owner shall provide professional credit for the Design Professional on the censmrction sign and in the promotional,auteaials for the Project.
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