2005-330
ORDINANCE NO. 2005- 330
AN ORDINANCE APPROVING A PROFESSIONAL SERVICES AGREEMENT FOR
ARCHITECT OR ENGINEER WITH THE FIRM OF FREESE AND NICHOLS, INC. TO
PROVIDE ENGINEERING SERVICES ASSOCIATED WITH THE NORTH-SOUTH
WATER MAINS ROUTING ANALYSIS PROJECT; 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 on the basis of its demonstrated competence and
qualifications to perform the proposed professional services; 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 North-South Water Mains Routing Analysis
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
provided by law; NOW, THEREFORE,
THE CITY COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION I. The findings set forth in the preamble of this Ordinance are incorporated
by reference into the body of this Ordinance as if fully set forth herein.
SECTION 2. The City Council hereby approves the Contract. The City Manager, or his
designee is hereby authorized execute the Contract on behalf of the City and to carry out the
rights and duties of the City under the Contract, and is authorized to expend funds as required by
the Contract.
SECTION 3. This ordinance shall become effective immediately upon its passage and
approval. .
:;-{;- <.ALII] M P, JJ /
PASSED AND APPROVED this the ~ day of I t f7A'-'I/{/ti..(A., 2005.
C~AodL
EULINE BROCK, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYDER, CITY ATTORNEY
!#uJM ~ J
By:
S:\Our Documents\Ordinances\05\Freese & Nichols-PSA-NS Water Main Routing Analysis.doc
Page 2
PROFESSIONAL SERVICES AGREEMENT
FOR ARCHITECT OR ENGINEER
THIS AGREEMENT is made and entered into as of the /~ day of
, , 20 05 , by and between the City of Denton, Texas, a Texas municipal
c oration, with its principal office at 215 East McKinney Street, Denton, Denton County,
Texas 76201, hereinafter called "Owner" and Freese and Nichols, Inc., with its corporate office
at 4055 International Plaza, Suite 200, Fort Worth, Texas 76109 hereinafter called "Design
Professional," acting herein, by and through their duly authorized representatives.
In consideration of the covenants and agreements herein contained, the parties hereto do
mutually agree as follows:
SECTION 1
EMPLOYMENT OF DESIGN PROFESSIONAL
The Owner hereby contracts with the Design Professional, a licensed Texas architect or
engineer, as an independent contractor. The Design Professional hereby agrees to perform the
services as described herein and in the Proposal, the General Conditions, and other attachments
to this Agreement that are referenced in Section 3, in connection with the Project. The Project
shall include, without limitation,
The City of Denton North-South Water Mains Routing Analysis Project (the Project) will
include an analysis of alternative pipe routes for the following facilities:
. North-South Water Main Phase I - Approximately 7,000 linear feet (LF) of 36-inch
water line from Loop 288 at the old TI plant south along Riney Road to
Hinkle/Windsor intersection or west along Riney Road to its intersection with Bonnie
Brae.
. North-South Water Main Phase 2 - Approximately 7,700 linear feet (LF) of 36-inch
water line along Windsor from Hinkle to Bonnie Brae and then south to University
Drive or south from Riney Road to University Drive.
. North-South Water Main Phase 3 - Approximately 7,430 linear feet (LF) of 36-inch
water line along Bonnie Brae from University Drive to I-35E.
. North-South Water Main Phase 4 - Approximately 8,720 linear feet (LF) of 36-inch
water line along Bonnie Brae from 1-35E to Roselawn Drive.
Although the primary route alternatives believed to be feasible are listed hereinabove, the
actual study will include the analysis of up to two different pipeline alignments for Phases
I and 2, and one pipeline alignment for Phases 3 and 4.
Page I
Design Professional Agreement
Revised 5-30-02
SECTION 2
COMPENSATION
The Owner shall compensate the Design Professional as follows:
2.1 BASIC SERVICES
2.1.1 For Basic Services the total compensation shall be $ 38.600 .
2.1.2 Progress payments for Basic Services shall be paid in the following percentages for of
the total compensation for the Basic Services satisfactorily completed at the end of the
following phases of the Project:
Routing Analysis Phase
100%
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 consultants, including additional structural,
mechanical and electrical engineering services shall be based on a multiple of 2.30 times the
amounts billed to the Design Professional for such additional services.
2.3 REIMBURSABLE EXPENSES
Reimbursable Expenses shall be a multiple of 1.15 times the expenses incurred by the Design
Professional, the Design Professional's employees and consultants in the interest of the Project as
defined in the General Conditions but not to exceed a total of $ 3.500 without the prior written
approval of the Owner.
Page 2
Design Professional Agreement
Revised 5-30-02
Compensation to Freese and Nichols shall be based on the following Schedule of Charges:
Schedule of Charaes:
Position
PRINICIPAL
SENIOR CONSULTANT
GROUP MANAGER
ENGINEER VIII
ENGINEER VII
ENGINEER VI
ENGINEER V
ENGINEER IV
ENGINEER III
ENGINEER II
ENGINEER I
ELECTRICAL ENGINEER V
ELECTRICAL ENGINEER IV
ELECTRICAL ENGINEER II
MECHANICAL ENGINEER VI
MECHANICAL ENGINEER V
MECHANICAL ENGINEER IV
MECHANICAL ENGINEER II
SENIOR RESIDENT REPRESENTATIVE
PROGRAM MANAGER II
PROGRAM ADMINISTRATOR
CONSTRUCTION CONTRACT ADMIN III
CONSTRUCTION CONTRACT ADMIN II
CONSTRUCTION CONTRACT ADMIN I
DOCUMENT CONTROL CLERK
SR DESIGNER
DESIGNER II
CADD DESIGNER
TECHNICIAN IV
TECHNICIAN III
TECHNICIAN II
TECHNICIAN I
GIS COORDINATOR
GIS ANALYST II
GIS ANALYST I
ENVIRONMENTAL SCIENTIST VII
ENVIRONMENTAL SCIENTIST VI
ENVIRONMENTAL SCIENTIST V
ENVIRONMENTAL SCIENTIST III
ENVIRONMENTAL SCIENTIST II
ENVIRONMENTAL SCIENTIST I
ARCHITECT V
LANDSCAPE ARCHITECT V
ARCHITECT II
PLANNER IV
HYDROlOGIST VI
HYDROLOGIST V
HYDROLOGIST IV
HYDROLOGIST III
HYDROLOGIST II
GEOTECHNICAL ENGINEER VI
SENIOR GEOLOGIST
WORD PROCESSING/SECRETARIAL
OPERATIONS ANALYST
CONTRACT ADMINISTRATOR
INFORMATION SERVICES ADMINI8TRATO
INFORMATION SERVICES CLERK
CO-OP
Mil!
171.48
226.50
188.89
206.26
165.42
11315
124.90
102.97
95.70
89.06
85.48
148,96
92,68
76,77
142,05
110.49
95.43
8051
107.40
140.23
125.09
157.90
73,00
66.80
5402
120.19
115.85
115.49
83.88
68.73
56.85
46.72
83.83
75.48
60.68
129,18
123,44
93.51
80.34
60,00
64.42
140.20
125.52
78.31
102.10
115.68
106.88
91.18
79,04
66.72
147.63
107.31
59.13
75.81
71.19
46.63
31,06
41,98
M..
342.86
297.29
232.40
247.00
217.11
200.21
157.86
139.12
115.89
104.17
100.41
171.24
121.64
100.76
177.56
145.02
125.25
100.64
146.52
186.41
156.37
188.41
134.83
87.92
67.53
150.23
133.98
136.67
118.00
98.19
74.62
66.61
110.03
95.81
79.64
169.55
135.71
116.89
114.55
75.00
68.91
157.86
156.90
102.79
127.62
144.60
133.60
113.98
98,80
83.40
184.53
134.14
76.92
124.21
88.99
61.21
49,06
59.40
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 fuliy 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-I.
This Agreement is signed by the parties hereto effective as ofthe date first above written.
CITY OF DENTON
ATTEST:
JE IFER W ALTERS,
Freese ~s, Inc.
BY: 1-6-.
ROBERT F. PENCE, P.E, BCEE
President and CEO
BY:
Page 3
Design Professional Agreement
Revised 5.30-02
ATTACHMENT SC
SCOPE OF SERVICES AND RESPONSIBILITIES OF OWNER
ARTICLE I
BASIC SERVICES: FNI shall render the following professional services in connection with the
development of the Project:
A. ROUTING ANALYSIS
Upon execution of this AGREEMENT, FNI shall:
. Attend one meeting to consult with the City of Denton (hereinafter known as OWNER):
(I) to review the scope of services, (2) to verify OWNER's requirements for the Project,
and (3) to review available data.
. Advise OWNER as to the necessity of OWNER's providing or obtaining data or services
from others.
. FNI will prepare and issue a report containing analysis and recommendations for up to
two route alternatives for Phases I and 2, and one route for Phases 3 & 4, as more
explicitly described above.
. FNI will visit the site twice to review route alternatives on the ground. Upon initial field
review, FNI will provide the OWNER with a list of record drawings and other data to be
provided by the OWNER to FNI in support of the route analysis. FNI will contact other
entities for requesting record drawings and contact DIGTESS to flag the approximate
horizontal location of existing franchise utilities.
. FNI will review record drawings, planning data, site plans and other data provided by
the OWNER and use this information in identifying potential conflicts. FNI will not
provide any distribution modeling services under this contract. FNI will contact TxDOT
and Denton County to attempt to determine what plans are being made for road
improvements which may impact the route selection.
. FNI will identify potential conflicts (based on field observation and record drawings),
approximate the number of easements required based upon landowner and abstract
information to be provided by the OWNER, identify logical phasing of the project,
provide a summary of environmental permitting needs (including Texas Historical
Commission) and summarize TxDOT and TCEQ requirements.
. FNI will prepare all route maps showing each alignment alternative.
. FNI will meet with the OWNER (2 Meetings) to review and tour the route.
. FNI will prepare opinions of probable construction cost and recommendations for the
alternatives studied. Estimates of the cost ofland and rights-of-way, compensation for
or damages to properties and interest and financing charges will be provided by
OWNER or others so designated by OWNER. In arriving at its opinion of probable
construction cost for the Project, FNI will include the estimates furnished by OWNER
and will have no responsibility to determine the accuracy or validity of these estimates.
Opinions of probable construction cost will include allowances for inflation for the
various stages and timing of the projects.
SC-I
FJiP
OWNER/lft--
R:\Contract\2005\Contract\Denton\North-South Water Mains Routing.doc
. FNI will prepare a report for the route study that will summarize the exhibits, cost
analysis, and routes evaluated.
. Furnish five (5) copies of the above route analysis documents and attend one meeting to
present and review them with OWNER.
. FNI will attend up to a total of three (3) meetings with OWNER and other entities
inclusive of those meetings and field visits identified above.
ARTICLE II
ADDITIONAL SERVICES: Additional Services to be performed by FNI, if specifically
authorized in writing by OWNER, which are not included in the above-described basic services, are
described as follows:
A. GIS mapping services or assistance with these services.
B. Subsurface Utility Engineering services for precise location of subsurface conflicts and
utilities.
C. Preliminary or Detail Design, Specifications, Contract Documents, or Construction
Representation for any of the project pipelines.
D. Site visits and meetings in excess of the number of trips included in Article I.
E. Providing basic or additional services on an accelerated time schedule. The scope of this
service include 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.
F. Providing a surge model for the waterline.
G. Providing modeling of the distribution system.
H. Investigate alternate routes in excess of the number identified in Article I.
I. Geotechnical investigation and analysis of soil conditions along the route alternatives
J.Engineering surveyor topographic land surveying along the route alternatives.
K. Preparation of easement or right-of-way documents.
SC-2
FN{II'P
OWNER -f'!fr=-
R:\Contract\2005\Contract\Denton\North-South Water Mains Routing.doc
ARTICLE III
TIME OF COMPLETION: FNI is authorized to commence work on the Project upon execution
of this AGREEMENT and agrees to complete the services in accordance with the following
schedule:
. Complete Route Analysis Report within 90 calendar days, to begin upon receipt of OWNER-
provided information.
If FNI's services are delayed through no fault of FNI, FNI shall be entitled to adjust contract
schedule consistent with the number of days of delay. These delays may include but are not limited
to delays in OWNER or regulatory reviews, delays on the flow of information to be provided to
FNl, governmental approvals, etc. These delays may result in an adjustment to compensation as
outlined on the face of this AGREEMENT and in Attachment CO.
ARTICLE IV
A. MODIFICATIONS TO THE PROFESSIONAL SERVICES AGREEMENT: The following
items were found to be unacceptable terms of conditions by FNI and shall be modified with the
following:
. In the Professional Services Agreement, Section I, Third Sentence - Employment of the
Design Professional, delete the wording "without limitation"
B. MODIFICATIONS TO THE GENERAL CONDITIONS TO AGREEMENT: The following
items were found to be unacceptable terms of conditions for Architectural or Engineering
Services by FNI and shall be modified with the following:
. Article 1.2, Add the following sentence: "The time allotted for the Owner's review periods
will be as agreed to and established in the project schedule."
. Article 2.1, In the first sentence delete the wording: "without limitation"
. Article 2.2.3, Delete "design and construction" and replace with the following: "of up to 3
route alternatives".
. Article 2.2.4, Delete all instances of the wording "Schematic Design" and replace with the
following: "Route Study".
. Article 2.3, Delete this Article in its entirety
. Article 2.4, Delete this Article in its entirety
. Article 2.5, Delete this Article in its entirety
. Article 2.6, Delete this Article in its entirety
. Article 3.3.9, Delete the last sentence of this Article
. Article 3.4.17, In the first line of the Article, delete the wording: "in addition to those
required by Subsection 2.6.19"
. Article 3.4.18, Delete the last sentence of this Article
. Article 4.10, Add the following sentence: "The Owner shall give 48 hour written notice to
the Design Professional if the Owner becomes aware of any errors or omissions in the
design work."
SC-3
FNfff
OWNER ~
R:\Contract\2005\Contract\Denton\North-South Water Mains Routing.doc
. Article 11.3, Delete the priority of the documents listing and replace with the following:
"1. The executed Agreement
2. The Proposal, including Scope of Services and Responsibility of Owner
3. Attachments referenced in Section 3 of the Agreement other than the
Proposal
4. These General Provisions"
ARTICLE V
RESPONSIBILITIES OF OWNER: OWNER shall perform the following in a timely manner so
as not to delay the services of 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 FNl'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 Attachment SC,
Article III of this AGREEMENT or other services as required.
E. Bear all costs incident to compliance with the requirements of this Article V.
F. OWNER'S DETAILED TASK LIST
I) Route Study (Phases 1,2,3 & 4)
a) Contact other departments within the City of Denton and coordinate with them to
obtain record drawings, planning data and other information pertinent to the project,
including the following:
. Street and Storm Drain Record Drawings
. Water and Sewer Record Drawings
. Denton Municipal Electric Underground Record Drawings (both Electric and
Communications)
. Site Plans, Concept Plans and Plats which have been filed with the City
. Information on other potential development
. CIP and other documents of a similar nature used by City departments for
planning projects
. AutoCAD or GIS files of ownership and abstract maps along the alternative
routes.
SC-4
FNv?~
OWNER rYft-.
R:\Contract\2005\Contract\Denton\North.South Water Mains Routing.doc
. AutoCAD or GIS files of aerial photographs and contours along the alternative
routes.
ARTICLE VI
DESIGNATED REPRESENTATIVES: FNI and OWNER designate the following
representatives:
Owner's Designated Representative - Frank Payne, P.E., City of Denton, 601 E. Hickory, Suite B,
Denton, Texas 76205; phone: 940-349-8910; fax: 940-349-8951; email:
frank.payne@cityofdenton.com
Owner's Accounting Representative - Annie Jackson, City of Denton, 601 E. Hickory, Suite B,
Denton, Texas 76205; phone: 940-349-8910; fax: 940-349-8951; email:
annie.jackson@cityofdenton.com
FNI's Project Manager: Steven Metzler, P.E.; 4055 International Plaza, Suite 200, Fort Worth,
Texas 76109-4895; Phone: (817) 735-7329; Fax: (817) 735-7492; E-mail: jlb@freese.com
FNl's Accounting Representative: .Iana Collier; 4055 International Plaza, Suite 200, Fort Worth,
Texas 76109-4895; Phone: (817) 735-7354; Fax: (817) 735-7496; E-mail: jvc@freese.com
SC-5
FLp
OWNERmtl.
R:\Contract\2005\Contract\Denton\North-South Water Mains Routing,doc
COMPENSATION
LUMP SUM WITH ADDITIONAL WORK BASED ON COST TIMES MULTIPLIER
A. Basic Services: Compensation to FNI for the Basic Services in Attachment SC shall be the lump sum of
Thirty Eight Thousand Six Hundred Dollars ($38,600.00). If FN I 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 notity OWNER for OWNER's approval before proceeding.
Additional Services shall be computed based on the Schedule of Charges.
B. Schedule ofChar!!:es for Additional Work:
Staff Member
Salary Cost Times Multiplier of 2.3
Resident Representative
Salary Cost Times Multiplier of2.0
Salary Cost is defined as the cost of salaries (including sick leave, vacation, and holiday pay applicable
thereto) plus unemployment and payroll taxes and contributions for social security, employment
compensation insurance, retirement benefits, medical and other insurance, and other miscellaneous
benefits.
Other Direct Expenses
Actual Cost Times Multiplier of 1.15
Other direct expenses shall include outside printing and reproduction expense, communication expense,
travel, transportation and subsistence away from Fort Worth and other miscellaneous expenses directly
related to the work, including costs of laboratory analysis, test, and other work required to be done by
independent persons other than staff members. For CAD services performed In-house by non-FNI
employees where FNI provides workspace and equipment to perform such services, these services will
be billed at cost times a multiplier of 2.0. This markup approximates the cost to FNI if an FNI employee
was performing the same or similar services.
Rates for In-house Services
Computer
$10.00 per hour
Printin!!:
Black and White
$0.10 per copy
Plotter
Bond
Special
$ 2.50 per plot
$ 5.00 per plot
Color
$0.50 per copy
Bindin!!
$5.75 per book
Testin!! Apparatns
Density Meter $350.00 per month
Gas Detection $ 10.00 per test
3-10-04
SC-I
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CITY OF DENTON
GENERAL CONDITIONS
TO
AGREEMENT FOR ARCIIITECTURAL OR ENGINEERING SERVICES
ARTICU: 1. ARCHITECf OR (<]\'GINEER'S RESPONSIBILITIES
1.1 The Architect 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
Geneml Conditions are attached) performed by the Architect or Engineer (hereinafter called the "Design Protessional") or Design Professional's employees and consultants as
enumerated in Articles 2 and 3 ofthese General Conditions as 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 consistent with the level of care and skill ordinarily
exercised by members of the same profession currently practicing in the same locality under similar conditions, including rcasonable, informed judgments and prompt timcly
actions (the "Degree of Care"). The Services shall be perfonned as expeditiously as is consistent with the Degree of Care necessary for the orderly progress of the Project.
Upon request of the O'Wfler, the Design Professional shall submit for the Owner's approval a schedule for the performance of the Services which may be adjusted as the Project
proceeds, and shall include allowances for periods of time required for the Owner's review and for approval of submissions by authorities having jurisdiction over the Project.
Time limits established by this schedule and approved by the O\Wler shall not, except for reasonable cause, be exceeded by the Design Professional or Owner, and any
adjustments to this schedule shall be mutually acceptable to both parties.
ARTICLE 2 SCOPE OF BASIC SERVICES
2.1 BASIC SERVICES DEFINED The Design Professional's Basic Services consist of those described in Sections 2.2 through 2.6 of these General Conditions and include
without limitation normal structural, civil, mechanical and electrical engineering services and any other engineering services necessary to produce a complete and accurate set of
Construction Documents, as described by and required in Section 2.4. The Basic Services may be modified by the Agreement.
2.2 SCHEMA TIC DESIGN PHASE
2.2.1 The Design Professional, in consultation with the Owner, shall devclop 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 O'Wfler's program, construction schedule and construction budget requirements, each in
terms of the other, subject to the limitations set forth in Subsection 5.2.1.
2.2.3 The Design Professional shall review with the Owner alternative approaches to design and construction of the Project.
2.2.4 Based on the mutually agreed-upon program, schedule and construction budget requirements, the Design Professional shall prepare, for approval by the Owner,
Schematic Design Documents consisting of drawings and other documents iIIustmting the scale and relationship of Project components. The Schematic Design shall
contemplate compliance with all applicable laws, statutes, ordinances, codt..'S and regulations.
2.2.5 The Design Professional shall submit to the Owner a preliminary detailed estimate of Construction Cost based on current area, volume or other unit costs and
which indicates the cost of each category of work involved in constructing the Project and establishes an elapsed time factor for the period of time from the
commencement to the completion of construction.
2.3 DESIGN DEVELOPMENT PHASE
2.3.1 Based on the approved Schematic Design Documents and any adjustments authorized by the Owner in the program, schedule or construction budget, the Design
Professional shall prepare for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe the size and
character of the Project as to architectuml, structural, mechanical and electrical systems, materials and such other clements as may be appropriate, which shall comply
wilh all applicable laws, statutes, ordinances, codt:s and regulations. Notwithstanding Ownt:r's approval or the documents, Dt:sign Prolt:ssional represents that the
Documents and specifications will be sufficient and adequate to fulfill the purposes of the Project.
2.3.2 The Design Professional shall advise the Owner of any adjustments to the preliminary estimate of Construction Cost in a further Detailed Statement as described
in Section 2.2.5.
2.4 CONSTRUCTION DOCUMENTS PIIASE
2.4.1 Oascd on the approved Design Development Documents and any further adjustments in the scope or quality of the Project or in the construction budget
authorized by the Owner, the Design Professional shall prepare, for approval by the Owner, Constmction Documents consisting of Drawings and Specifications setting
forth in detail requirements for the construction of the Project, which shall comply with all applicable laws, statutes, ordinances, codes and regulations.
2.4.2 The Design Professional shall assist the Owner in the preparation of the necessary bidding or procurement infonnation, bidding or procurement fonns, the
Conditions of the contract, and the form of Agreement between the Owner and contractor.
2.4.3 The Design Professional shall advise the Owner of any adjustments to previous preliminary estimates of Construction Cost indicated by changes in requirements
or general market conditions.
2.4.4 The Design Professional shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of governmental
authorities having jurisdiction over the Project.
2,5 CONSTUCTlON CONTRACT PROCUREMENT
2.5.1 The Design Professional, following the Ov.ner's approval of the Construction Documents and of the latest preliminary detailed cstimate 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
Pagelof8
H:\Misc\Olank Forms\GENERAL CONDITIONS-ARCHITECT~ENGINEER.doc
Revised 5-30-02
limitation, the competitive sealed bidding process. Although the Owner will consider the advice of the Design Professional, the award of the construction contract is in
thc sole discretion ofthc Owner.
2.5.2 I f the construction contract amount for the Project cxcecds the total construction cost of the Project as set forth in the approved Detailcd Statemcnt of Probable
Construction Costs of the Project submitted by the Design Professional, then the Design Professional, at its sole cost and expense, will revise the Construction
Documents as may be required by the Owner to reduce or modifY the quantity or quality of the work so that the total construction cost or the Project will not exceed
the total construction cost set forth in the approved Detailed Statement of Probable Construction CosK
2.6 CONSTRUCTION PHASE - ADMINISTRATION OF THE CONSTRUCTION CONTRACT
2.6.1 The Design Professional's responsibility to provide Basic Serviccs for the Construction Phase under this Agreement commenccs with the award orthe Contract
for Construction and tenninates at the issuance to the Chvner of the final Certificate lor Payment, unless extended undcr the terms of Subsection 8.3.2.
2.6.2 The Design Professional shall provide detailed administration of the Contract for Construction as set forth below. For dcsign professionalss the administration
shall also be in accordance with AlA document A201, General Conditions of the Contract for Construction, current as of the date of the Agreement as may be
amended by the City of Denton special conditions, unless otherwise provided in the Agreement For engineers the administration shall also be in accordance with the
Standard Specifications for Public Works Construction by the North Central Texas Council ofGovemments, current as of the date of the Agreement, unless otherwise
provided in the Agreement.
2.6.3 Construction Phase duties, responsibilities and limitations of authority of the Design Professional shall not be restricted, modified or extended without written
agreement of the Owner and Design Professional.
2.6.4 The Design Professional shall be a representative of and shall advise and consult with the Owner (I) during construction, and (2) at the Owner's direction nom
time to time during the correction, or warranty period described in the Contract for Construction. The Design Professional shall have authority to act on behalf ofthe
Owner only to the extent provided in the Agreement and thesc General Conditions, unless otherwise modified by written instrument.
2.6.5 The Design Professional shall observe the construction site at least one time a week, while construction is in progress, and as reasonably necessary while
construction is not in progress, to become familiar with the progress and quality of the work completed and to determine if the work is being perfomled in a manner
indicating that the work when completed will be in accordancc with the Contract Documents. Design Professional shall provide Owner a written report subsequent to
each on-site visit. On the basis of on-site observations the Design Professional shall keep the Owner informed of the progress and quality of the work, and shall
exercise the Degree of Care and diligence in discovering and promptly reporting to the Owner any observable defects or deficiencies in the work of Contractor or any
subcontractors. The Design Professional represents that he will follow Degree of Care in performing all Services under the Agreement. The Design Professional shall
promptly correct any defective designs or specifications furnished by the Design Professional at no cost to the Owner. The Owner's approval, acceptance, use of or
payment for all or any part of the Design Professional's Services hcreunder or of the Project itself shall in no way alter the Design Professional's obligations or the
O\\:ner's rights hereunder.
2.6.6 The Design Professional shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences or
procedures, or for safety precautions and programs in connection with the work. The Design Proressional shall not be responsible for the Contractor's schedules or
failure to cany out the work in accordance with the Contract Documents except insofar as such failure may result from Design Professional's negligent acts or omis-
sions. The Design Professional shall not have control over or charge of acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any
other persons performing portions of the work.
2.6.7 The Design Professional shall at all times have access to the work wherever it is in preparation or progress.
2.6.8 Except as may othern:ise be provided in the Contract Documents or when direct communications have been specially authorized, the Qv.ner and Contractor
shall communicate through the Design Professional. Communications by and with the Design Professional's consultants shall be through the Design Professional.
2.6.9 Based on the Design Professional's observations at the site of the work and evaluations of the Contractor's Applications for Payment, the Design Professional
shall review and certity the amounts due the Contractor.
2.6.10 The Design Professional's certification for payment shall constitute a representation to the Owner, based on the Design Professional's observations at the site as
provided in Subsection 2.6.5 and on the data comprising the Contractor's Application for Payment, that the work has progressed 10 thc point indicatcd and that thc
quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to minor deviations from the Contract Documents cor-
rectable prior to completion and to specific qualifications expressed by the Design Professional. The issuance of a Certificate for Payment shall further constitute a
representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment shall not be a representation that
the Design Professional has (I) reviewed construction means, methods, techniques, sequences or procedures, or (2) asccrtained how or for what purpose the ContrJ.ctor
ha'i used money previously paid on account ofthc Contract Sum.
2.6.11 The Design Professional shall have the responsibility and authority to reject work which docs not conform to the Contract Documents. Whenever the Design
Professional considers it necessary or advisable for implementation of the intcnt 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. Howcver, neither this authority of the Design Professional nor a decision made in good faith either to exercise or not exercise such authority shall give rise
to a duty or responsibility of the Design Professional to the Contractor, Subcontractors, material and equipment suppliers, their agents or employces or other persons
perfonning portions of the work.
2.6.12 The Design Professional shall review and approve or take other appropriate action upon Contractor's submittals such as Shop Drawings, Product Data and
Samples for the purpose of (I) detennining compliance with applicable laws, statutes, ordinances and codes; and (2) determining whether or not the work, when
completed, will be in compliance with the requirements of the Contract Documents. The Design Professional shall act with such reasonable promptness to cause no
delay in the work or in the construction of the Owner or of separate contractors, while allowing sufficient time in the Design Professional's professional judgment to
permit adequate review. Review of such submittals is not conducted for the purpose of determining thc accuracy and completeness of other details such as dimensions
and quantities or for substantiating instructions for installation or perronnance of equipment or systems designed by the Contractor, all of which remain the
responsibility of the Contractor to the extent required by the Contract Documents. The Design Professional's review shall not constitute approval of safety precautions
or, unless otherwise specifically stated by the Design Professional, of construction means, methods, techniques, sequences or procedures. The Design Professional's
approval ofa specific item shall not indicate approval of an assembly of which the item is a component. When professional certification of performance chamcteristics
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of materials, systems or equipment is required by the Contract Documents, the Design Professional shall be entitled to rely upon such certification to establish that the
nmterials, systems or equipment will meet the perfonnance criteria required by the Contract Documents.
2.6.13 The Design Professional shall prepare Change Orders and Construction Change Directives, with supporting documentation and data if deemed necessary by
the Design Professional as provided in Subsections 3. 1.1 and 3.3.3, for the Owner's approval and execution in accordance with the Contract Documents, and may
authorize minor changes in the work not involving an adjustment in the Contract Sum or an extension of the Contract Time which are not inconsistent with the intent
of the Contract Documents.
2.6.14 On bchalf of the Chvner, the Design Professional shall conduct inspections to deternline the dates of Substantial Completion and Pinal Completion, and if
requested by the Owner shall issue Certificates of Substantial and Final Completion. The Design Professional will receive and review written guarantccs and relatcd
documents required by the Contract for Construction to be assembled by the Contractor and shall issuc a final certificate for Payment upon compliance with the
requirements ofthe Contract Documents.
2.6.15 The Design Professional shall interpret and provide rccommendations on matters concerning pcrformancc of the Owner and Contractor under the requirements
of the Contract Documents on \\-Titten request of either the Ov.ner or Contractor. The Design Professional's response to such requests shall be made with reasonable
promptness and within any time limits agreed upon.
2.6.16 Interpretations and decisions of the Design Professional shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall
be in writing or in the fonn of drawings. When making such interpretations and initial decisions, the Design Professional shall endeavor to secure faithful performance
by both Owner and Contractor, and shall not be liable for results or interpretations or decisions so rcndered in good faith in accordance with all the provisions of this
Agrccment 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 10 the execution or progress of the work as provided in the Contract Documents.
2.6.18 The Ocsign Professional (I) shall render services under the Agreement in accordance with the Degree of Care; (2) will reimburse the Owner for all damages
caused by the defective designs the Design Professional prepares; and (3) by acknowledging payment by the Owner of any fees due, shall not be released from any
rights the Owner may have under the Agreement or diminish any of the Design Professional's obligations thereunder.
2.6.19 The Design Professional shall provide the Owner with four sets of reproducible prints showing all significant changes to the Construction Documents during
the Construction Phase.
ARTICLE 3 ADDITIONAL SERVICES
3.1 GENERAL
3.1.1 lbe services described in this Article 3 are not included in Basic Services unless so identificd in the Agreement or Proposal, and they shall be paid for by the
Owner as provided in the Agreement, in addition to the compensation for Basic Services. The services described under Sections 3.2 and 3.4 shall only be provided if
authorized or confinned in writing by the Owner. If services described under Contingcnt Additional Services in Section 3.3 are required due to circumstances beyond
the Design Professional's control, the Design Professional shall notifY the Owner in writing and shall not commence such additional services Wltil it receivL'S written
approval from the Owner to proceed. If the Owner indicates in writing that all or part of such Contingent Additional Services are not required, the Design Professional
shall have no obligation to provide those services. Owner will be responsible for compensating the Design Professional for Contingcnt Additional Services only if
they are not required due to the negligence or fault of Design Professional.
3.2 PROJI:CT REPRESENTATION BEYOND BASIC SERVICES
3.2.1 If more extensive representation at the site than is described in Subsection 2.6.5 is required, the Design Professional shall provide one or more Project
Representatives to assist in carrying out such additional on-site responsibilities.
3.2.2 Project Representatives shall be selected, employcd and directcd by the Design Professional, and the Design Profcssional shall be compensated thcrcfor as
agreed by the Owner and Design Professional.
3.J CONTINGENT ADDITIONAL SERVICES
3.3.1 Making material revisions in Drawings, Specifications or other documents when such revisions arc:
I. inconsistcnt with approvals or instructions previously given by the Owner, including revisions made necessary by adjuSbnents in the Owner's
program or Project budget;
2. required by the enacbnent or revision of codes, laws or regulations subsequent to the preparation of such documents, or
3. due to changes required as a result of the Owncr's failure to render decision in a timely manner.
3.3.2 Providing services required because of significant changes in the Project including, but not limited to, size, quality, complexity, or thc Owner's schedule, except
for services required under Subsection 2.5.2.
3.3.3 Preparing Drawings, Specifications and other documentation and supporting data, and providing other services in connection with Change Orders and
Construction Change Directives.
3.3.4 Providing consultation concerning replacement of work damaged by fire or other cause during construction, and furnishing serviccs rCQuired in connection with
the replacement of such work.
3.3.5 Providing services madc necessary by the default of the Contractor, by major defects or deficiencies in the work of the Contractor, or by failure ofpcrfornmncc
of either the Owncr 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 Contmctor or others in connection with the work.
3.3.7 Providing services in connection with a public hearing, arbitration proceeding or Icgal proceeding except where the Design Professional is party thereto.
3.3.8 Providing services in addition to those required by Article 2 for preparing documents for altcrnate, separate or sequential bids or providing services in connection
with bidding or construction prior to the completion of the Construction Documents Phase.
3.3.9 Notwithstanding anything contained in the Agreement, Proposal or these General Conditions to the contrary, all services described in this Article 3 that are
caused or necessitated in whole or in part due to the negligent act or omission ofthe Design Professional shall be performed by the Design Professional as a part of the
Basic Services under thc Agreement with no additional compensation above and beyond the compensation due the Design Professional for the Basic Services. The
intervening or concurrent negligence of the Owner shall not limit thc Dcsign Professional's obligations under this Subsection 3.3.9.
3.4 OPTIONAL ADmTIONAL SERVICES
3.4.1 Providing financial feasibility or other special studies.
3.4.2 Providing planning surveys, site evaluations or comparative studics ofprospectivc sites.
3.4.3 Providing special surveys, environmental studies and submissions required for approvals of governmental authorities or others having jurisdiction over the
Project.
3.4.4 Providing scrvices relative to future facilities, systems and equipment.
3.4.5 Providing services to investigate existing conditions or facilities or to make measured drawings thereof
3.4.6 Providing services to vcrify the accuracy of drawings or other information furnished by the Owner.
3.4.7 Providing coordination of construction perfonned by separate contractors or by the Owner's own forces and coordination of services required in connection with
construction performed and cquipment supplied by the Owncr.
3.4.8 Providing detailed quantity surveys or inventories of material, equipment and labor.
3.4.9 Providing analyses ofopemting and maintenance costs.
3.4.10 Making investigations, inventories of materials or equipment, or valuations and detailed appraisals of existing facilities.
3.4.12 Providing assistance in the utilization of equipment or systems such as testing, adjusting and balancing. preparation of operation and maintcnance nmnuals,
training personnel for operation and maintenance and consultation during operation.
3.4.13 Providing intcrior 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 providcd in Section 2.6.4, after issuance to the Owner of the final Certificate for Payment and expiration of the Warranty
period of the Contract for Construction.
3.4.15 Providing services of consultants for other than architectural, civil, structural, mechanical and electrical engineering portions of the Project provided as a part of
Basic Services.
3.4.16 Providing any other services not otherwise included in this Agreement or not customarily fumished in accordance with generally accepted architectural
practice.
3.4.17 Preparing a sct ofrcproducible record drawings in addition to those required by Subsection 2.6.19, showing significant changes in the work made during con-
struction based on marked-up prints, drawings and other data furnished by the Contractor to the Design ProfessionaL
3.4.18 Notwithstanding anything contained in the Agreement, Proposal or these General Conditions to the contrary, all services described in this Article 3 that are
caused or necessitated in whole or in part due to the negligent act or omission of the Design Professional shall be perfonned by the Design Professional as a part ofthe
Basic Scrvices under the Agrccment with no additional compensation above and beyond the compensation due the Design Professional for the Basic Services. The
intervening or concurrent negligence of the Owncr 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 thc Project, including (I) the Owner's objectives, (2) schedule and design
constraints and criteria, including space requirements and relationships, flexibility, expendability, special equipment, systems and sitc requirements, as marc speci-
fically described in Subsection 2.2.1,
4.2 The O\\ller shall establish and update an overall budget for the Project, including the Construction Cost, the Owner's other costs and reasonable contingencics
related to all of these costs.
4.3 Ifrequested by the Design Professional, the Owner shall fumish cvidence that financial arrangements have been made to fulfill the Owner's obligations under this
Agreemcnt.
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4.4 The O\vner shall designate a representative authorized to act on the Owner's bchalfwith respect to the Project. The Owner or such authorized representative shall
render dccisions in a timely manncr pcrtaining to docuITtCnts submitted by the Design Prolcssional in order to avoid unreasonable delay in the orderly and sequential
progress of the Design Professional's services.
4.5 Where applicablc, the Owner shall furnish surveys describing physical characteristics. legal limitations and utility locations for the site of the Project, and a written
legal description of the site. The surveys and legal information shall includc, a'i applicable, grades and Jines of streets, alleys, pavements and adjoining property and
structurcs; adjacent drainage; rights-ol:way, restrictions, casements, encroachments, zoning, dccd restrictions, boundaries and contours of the sitc; locations,
dimensions and necessary data pertaining to existing buildings, other improvcmcnts and trees; and information conccming available utility services and lincs, both
public and privatc, above and below grade, including inverts and depths. All the infonnation on the survey shall be referenced to a project benchmark.
4.6 Whcre applicable, the Owner shall furnish the services of gcotechnical engineers when such services are requested by thc Design Professional. Such services may
include but arc not limited to test borings, test pits, detcrnlinations of soil bearing values, pcrcolation tcsts, evaluations of hazardous materials, ground corrosion and re~
sistivity tests, including necessary operations for anticipating sub-soil conditions, with reports and appropriate professional recommendations.
4.6.1 The Owncr shall furnish the services of other consultants when such services are reasonably required by the scope of the Project and are requested by the Design
Professional and are not retained by the Design Professional as part of its Basic Services or Additional Services.
4.7 When not a part of the Additional Services, the Owner shall furnish structural, mechanical, chemical, air and water pollution tests, tests of hazardous materials,
and other laboratory and environmental tests, inspections and reports required by law or the Contract Documents.
4.8 The Owner shall furnish all legal. accounting and insurance counscling services as may be ncccssary at any time for the Project, including auditing services the
Owner may require to verify the Contractor's Applications for Payment or to ascertain how or for what purposes the Contractor has used the money paid by or on
behalfofthe Owner.
4.9 The services, infonnation, surveys and reports required by Owner under Sections 4.5 through 4.8 shall be furnished at the Owner's expense, and thc Design
Professional shall be entitled to rely upon the accuracy and completeness thereof in the absence of any negligence on the part of the Design Professional.
4.10 The Owner shall give prompt written notice to the Design Professional if the Ovmerbecomes aware of any fault or defect in the Project or nonconformance with
thc Contract Documents.
4.11 Design Professional shall propose language for certificates or certifications to be requested of the Design Profcssional or Design Professional's consultants and
shall submit such to the O",ner for review and approval at least fourtccn (14) days prior to cxecution. The Owner agrees not to request certifications that would require
knowledge or services beyond the scope of the Agrccment.
ARTICLE 5 CONSTRUCTION COST
5.1 CONSTRUCTION COST DEFINED
5.1.1 The Construction Cost shall be the total cost or estimated cost to the Ovmer of all elements of the Project dcsigned or specified by the Design Professional.
5.1.2 The Construction Cost shall include the cost at current market rates of labor and materials furnished by the Ovmcr and equipment designed, specified, selected or
specially provided for by thc Design Professional, plus a reasonablc allowance for the Contractor's overhead and profit. In addition, a reasonable allowance for con~
tingcncics shall be included for market conditions at the time of bidding and for changes in the work during construction.
5.1.3 Construction Cost does not include the compensation of the Design Professional and Design Professional's consultants, the costs of the land, rights-of-way,
financing or other costs which arc the responsibility ofthc Owncr as provided in Article 4.
5.2 RESPONSIBILITY FOR CONSTRUCTION COST
5.2.1 Evaluations of the Owner's Project budget, preliminary estimates of Construction Cost and detailed estimates of Construction Cost prepared by the Design
Professional reprcsent the Design Profcssional's best judgment as a design professional familiar with the construction industry. It is recognized, however, that neither
the Design Professional nor the Ov.ner has control over the cost of labor, materials or equipment, over the Contractor's mcthods of detennining bid prices, or over
competitive bidding or market conditions. Accordingly, the Design Professional cannot and docs not warrant or represent that bids or cost proposals will not vary
from the Ov.ner's Project budget or from any estimatc 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 ofthe Agreement by the furnishing, proposal or establishment ofa Project budget, unless
such fixed limit has been agreed upon in writing and signed by the partics thereto. Ifsuch a fixed limit has bccn cstablished, the Design Professional shall be permitted
to include contingencies for dcsign, bidding and price escalation, to determine what materials, equipment, component systems and types of construction are to be
included in the Contract Documents, to make reasonable adjustments in the scope of the Project and to include in the Contract Documents alternate bids to adjust the
Construction Cost to the fixed limit. Fixed limits, if any, shall be increased in the amount of an increase in the Contract Sum occurring after execution of the Contract
for Construction.
5.2.3 I f the Procurement Phase has not commcnced within 90 days aftcr the Design Professional submits the Construction Documents to the Owner, any Project
budget or lixed limit of Construction Cost shall be adjusted to reflect changes in the general level of prices in the construction industry bctwL'en the date of submission
of the Construction Doeuments to the Owner and the date on which proposals are sought.
ARTICLE 6 OWNERSHIP AND USE OF DOCUMENTS
6.1 Thc Drawings, Specifications and other documents prepared by the Design Professional for this Projcct arc instruments of the Design Professional's scrvice and shall
become the propcrty of the Owner upon termination or completion of the AgrL'Cment. The Design Professional is entitled to retain copies of all such documents. Such
documents are intended only be applicable to this Project, and Owner's use of such documents in other projects shall be at O"'ller's sole risk and expense. In the event the
Owner uses any of thc information or materials developed pursuant to the Agreement in another projeet or for other purposes than are specified in the Agreement, the Design
Professional is rclcased from any and all liability relating to their use in thaI project
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6,2 Submission or distribution of documcnts to mcet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication
in derogation of the Design Professional's rescrved rights.
ARTICLE 7 "('ERMINA TlON, SUSPENSION OR ABANDONMENT
7.1 The Design Professional may tenninate the Agreement upon notlcss than thirty days written notice should the Owner fail substantially to perfonn in accordance with thc
tenns ofthe Agreement through no fault ofthc Design Professional. Owncr may terminate the Agreement or any phase thereof with or without cause upon thirty (30) days
prior mitten notice to the Design Professional. All work and labor being perfonned undcr the Agreement shall cease immediatcly upon Design Professional's receipt of such
notice. Before the end of the thirty (30) day period, Design Professional shall invoice the Ovmer for all work it satisfactorily 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 to the Project shall become property of the Ovmer upon tennination of the
Agreement and shall be promptly dclivered to the Owner in a reasonably organized fonn. Should Owner subsequently contract with a new Design Professional for continuation
of services on the Project, Design Professional shall cooperate in providing infonnation.
7.2 If the Project is suspended by the Owner for more than 30 consecutive days, the Dcsign Professional shall be compensated for services satisfactorily perfornled prior to
notice of such suspcnsion. When the Project is resumed, the Design Professional's compensation shall be equitably adjusted to provide for expenses incurred in the interruption
and resumption of the Design Professional's services.
7.3 The Agreement may be tcnninated by the Owner upon not less than seven days written notice to the Design Professional in the event that the Project is permanently
abandoncd. If the Project is abandoned by the Owner for morc than 90 consecutive days, the Design Professiona] or the Owner may tenninate the Agreement by giving written
notice.
7.4 Failure of the Ovmerto make payments to the Design Professional for work satisfactorily completcd in accordance with the Agrccment shall be considered substantial non-
performance and cause for tennination.
7.5 jfthe Owner fails to make payment to Design Professional within thirty (30) days of receipt of a statement for services properly and satisfactorily perfonned, the Design
Professional may, upon seven days written notice to the Owncr, suspend performance of serVices under thc Agreement.
7.6 In the cvent of termination not the fault of the Design Professional, the Design Professional shall be compensated for services properly and satisfactorily perfonned prior to
tennination.
ARTICLE 8 PAYMENTS TO TilE DESIGN PROFESSIONAL
8.1 DIRECI' PERSONNEL EXPENSE
8.1.1 Direct Personnel Expense is defined as the direct salaries of the Design Professional's personnel cngaged on the Projcct and thc portion of the cost of their
mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays,
vacations, pensions and similar contributions and benefits.
8.2 REIMBURSABLE EXPENSES
8.2.1 Reimbursable Expenses arc in addition to compensation for Basic and Additional Services and include expenses incurred by the Design Professional and
Design Professional's employees and consultants in the interest ofthe 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~to\\n travcl; long-distance communications;
and tccs paid for securing approval of authorities having jurisdiction over the Project.
8.2.1.2 Expense of reproductions (except the reproduction of the sets of documents referenced in Subsection 2.6.19), postage and handling of Drawings,
Specifications and other documents.
8.2.1.3 I f authorized in advance by the Owner, cxpensc of overtime work requiring highcr than regular rates.
8.2.1.4 Expense ofrcnderings, models and mock-ups requested by thc Ovmer.
8.2.1.5 Expense of computer-aided design and drafting equipment lime when used in connection with the Project.
8.2.1.6 Other expenses that are approved in advance in writing by the Ovmer.
8.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES
8.3.1 Payment.. for Basic Services shall be made monthly and, where applicable, shall be in proportion to services performed within each phase of service, on the
basis sct forth in Section 2 of the Agreement and the schedule of work.
8.3.2 Ifand to the extent that the time initially established in the Agreement is exceeded orcxtcnded through no fault of the Design Profcssiona], compensation for any
scrviccs rendered during the additional period oftimc shall be computed in the manncr set forth in Section 2 of the Agreement.
8.3.3 When compensation is based on a percentage of Construction Cost and any portions of thc Projcct arc deleted or othcrv.:ise not constructed, compcnsation for
those portions of the Project shall be payable to the extent serviccs are performed on thosc portions, in accordance with the schedule set forth in Scction 2 of thc
Agreement based on (1) the lowest bona fide bid or (2) if no such bid or proposal is received, the most recent preliminary estimate of Construction Cost or detailed
estimate of Construction Cost for such portions of thc Project.
8.4 PA YMENTS O~ ACCOUNT OF ADDITIONAL SERVICl:S
8.4.1 Payments on account of the Design Professional's Additional Services and for Reimbursable Expenses shall be made monthly within 30 days after the
presentation to the Owner of the Design Professional's statement of services rendered or expcnses incurred.
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8.5 PAYMENTS WITIIIIELD No deductions shall be made from the Design Professional's compensation on account of penalty, liquidated damagcs or other sums withheld
from payments to contractors, or on account of the cost of changcs in the work other than those for which the Design Professional is responsible.
8.6 DESIGN I)ROFESSIONAL'S ACCOUNTING RECORIlS Design Professional shall make availablc to Owner or Ovmer's authorized rcpresentative records of
Reimbursable Expenscs and expenses pertaining to Additional Services and scrvices performed on the basis of a multiplc of Direct Personnel Expense for inspection and
copying during regular business hours tor three years after the date of the final Certificate of Payment, or until any litigation related to the Project is final, whichever date is
later.
ARTICLE 9 IND.:MNITY
9.1 The Design Professional shall indemnifY and save and hold harmless the Owner and its officers, agents, and employees from and against any and all liability,
claims, demands, damages, losses, and expenses, including, but not limited to court costs and reasonable attorney fees incurred by the Owner, and including, without
limitation, damages tor bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of the Design Professional or its officers,
shareholdcrs, agents, or employees in the performance of the Agreement.
9.2 Nothing herein shall be construed to create a liability to any person who is not a party to the Agreement, and nothing herein shall waive any of the parties' defenscs,
both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to the Agreement, including the defense of governmental immunity, which
defenses are hereby expressly reserved.
ARTICU: 10 INSURANCE During the performance of the Services under the Agreement, Design Professional shall maintain the following insurance with an
insurance company licensed or authorized to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best
Rate Carriers of at least an A- or above:
10.1 Comprehensive General Liability Insurance with bodily injury limits of not less than $1,000,000 for each occurrencc and not less than $2,000,000 in the aggregate,
and with property damage limits of not less than $100,000 for each occurrence and not less than $250,000 in the aggregate.
10.2 Automobile Liability Insurance with bodily injury limits of not less than $500,000 tor 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 aecordancc with statutory requirements, and Employc.rs' Liability Insurance with limits of not less than $100,000 for each
accident including occupational disease.
10.4 Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate.
10.5 Thc Design Professional shall furnish insurance certificates or insurance policies to the Owner evidencing insurance in compliance with this Article 10 at the time
of the execution of the Agreement. The General Liability and Automobile Liability insurance policies shall name the Owner as an additional insured, the Workers'
Compensation policy shall contain a waiver of subrogation in favor of the Owner, and each policy shall contain a provision that such insurance shall not be canceled or
modified without thirty (30) days' prior written 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 substitutc certificates of insurance meeting the requirements of this Article 10.
ARTICLE 11 MISCELLANEOUS PROVISIONS
11.1 'Ine Agreement shall be governed by the laws of the State of Texas. Venue of any suit or cause of action under the Agreement shall lie exclusively in Denton County,
Texas.
11.2 The Owner and Design Professional, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agrcement and to
the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. The Design Professional shall not assign its
interests in the Agreement without the written consent of the Owner.
11.3 The tcnn Agreement as uscd herein includcs thc executed Agreement, the Proposal, these General Conditions and other attachmcnts referenced in Section 3 of the
Agreement which together represent the entire and intcgrated agreement between the Owner and Design Professional and supersedes all prior negotiations, representations or
agreements, either written or oral. The Agreement may be amended only by written instrument signed by both Ov.rner and Design Professional. When interpreting the
Agreement thc executed Agreement, Proposal, thcse General Conditions and the other attachments relerenced in Section 3 of the Agreement shall to the extent that is
rcasonably possible be read so as to harmonizc the provisions. However, should the provisions ofthesc documents be in conflict so that they can not be reasonably harmonized,
such documents shall be given priority in the following order:
I. 'Ine executed Agreement
2. Attachments referenced in Section 3 ofthe Agreement other than the Proposal
3. These General Provisions
4. The Proposal
11.4 Nothing contained in the Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Design
Professional.
11.5 Upon receipt of prior written approval of Owner, the Design Professional shall have the right to include representations of the design of the Project, including photographs
of the extcrior and interior, among the Design Professional's promotional and professional materials. The Design Professional's materials shall not include the Owner's
confidential or proprietary information if the Owncr has previously advised the Design Professional in writing of the specific information considercd by the Owner to be confi-
dential or proprietary. The Owner shall provide professional credit for the Design Professional on the construction sign and in thc promotional materials for the Project.
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11.6 Approval by the Owner shall not constitute, nor be decmed a release of the responsibility and liability of the Design Professional, its employees, associates, agents,
subcontractors, and subconsultants for the accuracy and competcncy of their designs or other work; nor shal] such approval bc deemed to be an assumption of such
responsibility by the Owner for any defect in the design or other work prepared by the Dcsign Professional, its employees, subcontractors, agents, and consultants.
II. 7 All notices, communications, and reports required or pcrmitted under the Agreement shall be personally delivered or mailed to the respective parties by depositing
same in the United Statcs mail to the address shown below signature block on the Agreement, certified mail, return receipt requested, unlcss otherwise specified herein.
All notices shall be deemed effective upon rcccipt 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 partics shall reform the Agreement to replace such
stricken provision with a valid and cnforceable provision which comes as close as possible to expressing the intention of the stricken provision.
11.9 The Design Professional shall comply with all federal, state, and local laws, rules, rcgu]ations, and ordinances applicable to the work covered hereunder as they
may now read or hereinafter be amcnded during thc term of this Agreement.
11.10 In performing the Services required hereunder, the Design Professional shall not discriminate againsl any person on the basis of race, color, religion, sex,
national origin or ancestry, age, or physical handicap.
11.11 Thc captions of the Agreement are for informational purposes only, and shall not in any way atTect the substantive terms or conditions of the Agreement.
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