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2004-212O INANCE NO. 2004- AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH TEAGUE NALL AND PERKINS, INC. FOR ENGINEERING SERVICES RELATED TO CHANNEL IMPROVEMENTS TO TRIBUTARY PEC~4 AND A BRANCH OF TRIBUTARY PEC-4, KNOWN AS THE BELL AND WAINWRIGHT DRAINAGE IMPROVEMENTS PROJECT; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council deems that it is in the public interest to engage the firm of Teague Nall and Perkins, Inc. ("TNP"), of Denton, Texas to provide professional engineering services pertaining to the completion of channel improvements to Tributary PEC-4 and a branch of Tributary PEC-4, otherwise known as the Bell and Wainwright Drainage Improvements Project; and WHEREAS, the City staff has reported to the City Council that there is a substantial need for the above-referenced professional engineering services, and that limited City staff cannot adequately perform the specialized services and tasks with its own personnel; and WHEREAS, Chapter 2254 of the Texas Government Code, known as the "Professional Services Procurement Act," generally provides that a City may not select a provider of professional services on the basis of competitive bids, but must select the provider on the basis of demonstrated competence, knowledge, and qualifications, and for a fair and reasonable price; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1: That the City Manager is hereby authorized to execute a Professional Services Agreement with Teague Nalt and Perkins, Inc., a Corporation, of Denton, Texas, for professional engineering services in an amount not to exceed $30,600, pertaining to engineering services relating to channel improvements to Tributary PEC-4 and a branch of Tributary PEC-4 known as the Bell and Wainwright Drainage Improvements Project; in substantially the form of the Professional Services Agreement attached hereto and incorporated herewith by reference. SECTION 2: That the award of this Agreement by the City is on the basis of the demonstrated competence, knowledge, and qualifications of TNP and the demonstrated ability of TNP to perform the services needed by the City for a fair and reasonable price. SECTION3: That the expenditure of funds as provided in the attached Professional Services Agreement is hereby authorized. SECTION 4: That this ordinance shall become effective immediately upon its passage and approval. EULINE BROCK, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY By: S:\Our Documents\Ordinances\04\Teague Nail & Perkins-PSA-Bell & Wainwright Project-2004.doc 2 PROFESSIONAL SERVICES AGREEMENT FOR ARCHITECT OR ENGINEER ~ ~THIS AGREEMENT is made and entered into as of the ~,~'~b~ day of 2004 by and between the City of Denton, Texas, a Texas municipal c~'rpora{ion, with its phncipa} office at 215 East McKixmey Street, Denton, Denton County, Texas 76201, hereinafter called "Owner" and Teague Nail and Perkins, with its corporate office at 235 W. Hickory, Suite 100, Denton, Texas 76201 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, Engini~ering Services for Channel Improvements to Tributary PEC-4 and a Branch of Tributary PEC-4 - Attachment A, including Exhibits A, B, C and D. Page 1 Q:~LDD\DEN02317~Docs\TNP Wainwright Agreement.doc 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 $ 30,600 2.1.2 Progress payments for Basic Services shall be paid based upon the Design Professionals estimate of the percentage of the work effort that has been completed. 2.2 SPECIAL SERVICES 2.2.1 For Special Services the total compensation shall be $ 0 2.2.2 Progress payments for Basic Services shall be paid based upon the Design Professionals estimate of the percentage of the work effort that has been completed. 2.3 ADDITIONAL SERVICES 2.3.1 Compensation for Additional Services see Attachment C, Which includes the fee/rate schedule 2.3.2 Compensation for Additional Services of consultants, including additional structural, mechanical and electrical engineering services shall be based on a multiple of 1.10 times the amounts billed to the Design Professional for such additional services. 2.4 REIMBURSABLE EXPENSES Reimbursable Expenses shall be a multiple of 1.10 times the expenses incurred by the Design Professional, the Design Professional's em- ployees and consultants in the interest of the Project as defined in the General Conditions but not to exceed a total of $ 200 without the prior written approval of the Owner. 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: Page 2 Q:\LDD\DEN02317~Docs\TNP Wainwright Agreement.doc 1. City of Denton General Conditions to Agreement for Architectural or Engineering Services. 2. Attachments~A through D_~D . This Agreement is signed by the parties hereto effective as of the date first above written. ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: CITY OF DENTON CITY MANAGER Teague Nall and Perkins, Inc Vickery, Principal Page 3 Q:\LDD\DEN02317~Docs\TNP Wainwright Agreement doc CITY OF DENTON GENERAL CONDITIONS TO AGREEMENT FOR ARCHITECTURAL OR ENGINEERING SERVICES ARTICLE I. ARCHITECYORENGINEER'S RESPONSIBILITIES 1.1 Thc Architect or Eng/neer's services cansist of those services for the ProJect (as del]ned in the agreement (the "Agreement") and proposal (the "Proposal") to which these General Conditions are attached) performed by the Archdacl or Eng/neer (hereinafter called the "Design Professional") or Design Professional's employees and consultants as enumerated in Articles 2 and 3 of these General Conditions ~s modi fled by the Agreement and Proposal (the "Services") 1.2 The Design Professional urdl perform all Services as an independent contractor to the prevading professional standards consistent with the level of ca[e and skill ordinarily exercised by members of the same profession currently practicing in the same I~cality under similar conditions, including reasonable, informed judgments and prompt timely actions {the "Degree of Care"). The Services shall be perforated as expeditiously as is consistent with the Degree of Care necessary thr the orderly progress of the Project. Upon request of the Ovmer. the Design Professional shall submit for the Owner's approval a schedule for the perforraance of the Services which may be adjusted as the Project proceeds, and shall include allowances Ibr pefieds 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 Owner shall not. except for reasonable cause, be exceeded by the Design Professional or Owner, and any adjustments to this schedule shall be mutually acceptable to both parties ARTICLE 2 SCOPE OF BASIC SERVICES 2.1 BASIC SERVICES DEFINED Ti~e Design Professional's Basic Services consist of those dcscnhed in Sections 2 2 through 2.6 of these General Conditions and include without limhation normal structural, civil, mechanical and electhcal eng/neering services and any other eng/neering services necessary to produce a complete and accunale set of Consm~ction Documents, as described by and required in Section 2,4. The Basic Services may be modified by the Agreement. 2.2 SCHEMATIC DESIGN PHASE (Sec Exhibit A fo£ further Clarification) 2.2.1 The Design Professional, in consultation with the Owner, shall develop a written program for the Project to ascertain Owner's needs and to establish the requirements for the Project. 2.2.2 The Design Professional shall provide a preliminary evaluation of thc Owner's program, construction schedule and cons~ruedon budget requirements, each in terms of the other, subject to the limitations set forth in Subsecnon 5.2. I. 2.2.3 lhe Design Professional shall review with thc Owner alternative approaches to design and constmedon of thc Project 2.2.4 Based on the mutually agceed-upon program, schedule and constmefion budget requirementa, thc Design Professional shall prepare, for approval by the Owner, Schematic Design Documents consisting of drawings and other documents illustrating the scale and rela~/onship of Project components. The Schewahe Design shall contemplate compliance with all applicable laws, statutes, ordinances, codes and regulations. 2.2.5 The Design Professional shall submit to the Owner a pmliminaD, detailed estimate of Constmepon Cost hased on current area, volume or other unit costs and which indicates the cost of each category of work involved in constructing the Projeta and establishes an elapsed time factor for the period of fime from the commencement to the completion of construction. 2.3 DESIGN DEVELOPMENT PHASE (N/A) 2.3.1 Based on the approved Schennafic Design Documents and any adjustments authorized by thc Owner in the program, sche- dule or construction budget, the Design Professional shall prepare for approval by the Owner, Design Devclopmem Documents consisting of drawings and other documents to fix and d~cribe the size and character &thc Project as to architectural, sixuctoml, mechanical and elecmcal systems, materials and such other elements as may be appropriate, which shall comply with all applicable laws, statutes, ordinances, codes and regulations. Nom4thstanding Owner's approval of the documents, Design Professional wan-ants 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 Oxmer of any adjustments to the preliminary estimate of Construction Cost in a further Detailed Statement as described in Section 2.2.5. 2.4.1 Based on theappmved Design Development Documents and any further adjustments in thcscope or qualiiyofthe Projecl or in the construction budget authorized by the Owner, the Design Professional shall prepare, Ibr approval by the Owner, Constmctmn Documents consisting of Drawings and Specifications setting fo~.h in detail requirements for the construction of the Project, which shall comply with all applicable laws, statutes, ordinances, codes and regulations. Page 4 Q:\I DD\DEN02317~Does\TNP Wain~'ight Agreement doc 2.4.3 The Design Prol~ssional 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 lbr filing documents required for the approval of gnvemmental authorities ha,ang junedichon over the Project. 2.5 CONSTRUCTION CONTRACT PROCUREMENT (N/A) 2.5.1 The Design Professional, lbllowing the Owner's approval of the Constraction Documents and of the latest preliminary detailed estimate of Construedon 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 limitation, the competitive sealed bidding process Although the Owner will consider the advice of the Design Professional, the award of the cons/ruction contract ~s in the sole discretion of the Owner. 2.5.2 If the consttuction contract amount for the Project exceeds the total construction cost of the Project as set tbrth in the approved Detailed Statement of Probable Construction Costs of the Project subrratted by the Design Professional, then the Design Professional, at its sole cost and expense, will revise the Consttuction Documents as may be required by the Owner to reduce or modify the quantity or quality of the work so that the total construction cost of the Project will not exceed the total construction cost set forth in the approved Detailed Statement of Probable Conslnmction Costs 2.6 CONSTRUCTION PHASE - ADMINISTRATION OF THE CONSTRUCTION CONTRACT (N/A) 2.6.1 The Design Professional's responsibility to provide Basic Services for the Construction Phase under this Agreement commences with the award &the Contract for Construction and terminates at the issuance to the Owner of the final Cemficate for Payment, unless extended under the terms of Subsection 8 3.2. 2.6.2 The Design Professional shall provide detailed administration of the Contract for Construction as set forth below. For design professionals the adnfinistrat~on shall also be in accordance with AL& document A201, General Condthons of the Con- tract for Construction, current as of the date of the Agreement, unless othemase 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 of Governments, current as &the date &the Agreement, unless otherwise provided in the AgreemenL 2.6.3 Consttucfion Phase duties, responsibilities and limitations of authority of the Design Professional shall not be rest*icted, modified or extended withma written agreement of the Owner and Design Professional 2.6.4 The Design Professional shag be a repmsentafi ye of and shall advise and consult with the Ownec (1) during construction, and (2) at the Owner's direction fi'om time to time during the ¢ort'ecfion, or wananty period described in the Contract for Con- stnlction. The Design Professional shall have authority to act on behalf of the Owner only to thc extent provided in the Agreement and these General Conditions, unless otherWase modified by whiten thstmment. 2,6.5 The Design Professional shall inspect the construction site at least two times a week, regardless of whether construction is in progress, to become familiar w/th the progress and quality of the wx)rk completed and to determine iftha work is being performed in a manner indicating that the work when completed will be in accordance with the Contract Documents. Design Professional shall provide Ow'ncr a written reqort 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 repordng to the Owner any defects or deficiencies in the work &Contractor or any subcontractors. The Design Professional represents that he will follow Degree of Care in performing all Semices under the Agreement. The Design Professional shall promptly conect any defective designs or specifications furnished by the Design Professional at no cost to the Owner. The Owner's approval, acceptance, usc of or payment for all or any pan of the Design Professional's Services hereunder or of the Project itself shall in no way alter the Design Professional's obligations or the Owner's rights hereunder. 2.6.6 The Design Professional shall not have control over or charge of and shall not be responsible for construction neons, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the work. The Design Professional shall not be responsible fnr the Contractor's schedules or failure to carry out the work in accordance with the Contract Documents except insofar as such failure may result from Design Professional's negligent acts or omissions. The Design Professional shah 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 otherwise be provided in the Contract Documents or when direct communications have been specially authorized, the Owner and Contractor shall communicate through the Design Professional. Communications by and with the Design Professional's consultants shall be through the Design Professional. 2.6.9 Based on the Design Professional's observations at the site of the work and evaluations of the Contractor's Applications for Payment, the Design Professional shall review and certify the amounts due the Contmcter. Page 5 Q:\LDD\DEN02317\Docs\TNP Wainwright Agreement.doc 2.6.10 The Design Pro/~ssional's cerqfica6on thr payment shall constitute a representation to Ibc O~¥ncr. based on lhe Design Prol~ssional's observations at the sile as provided in Subsection 2.65 and on the data comprising Iht Contractor's Application for Payment, that the work has progressed to ~he point indicated and that the quality of the Work is in accordance with the Contract Documents. The lbregoing representations arc subject to minor devialions thom the Contract Docun:cnts cotrectahte prior to completion and to specific qualifications expressed by the Design professional The issuance of a Certificate thr Payment shall further constitute a representation thai the Contractor is entitled ~o payment in the amonnt certified, tto~vever, the issuance of a Ceilificate lbr Payment shall nol be a representation that the Design Prothssional has (I) reviewed construction means, metheds,.techniques, sequences or prccedures, or (2) ~-scenained how or for what puspose the Contractor has used money previously paid on account of the Contract gum 2.6.11 The Design Professional shall have the responsibility and authority to rejecl work which does not conthrm Io the Contract Documents. Whenever the Design ?rofessional considers ~t necessary or advisable for implementation of the intent o1' Contract Documents, the Design Prol~ssional will have authority to require additional thspecnon or tasting of the work in accordance with the provisions of Ihe Contract Documents, whether or not such Work is fabricaled, installed or completed. However, neither this authoffly of the Design Prol~ssional nor a decision made in good faith either In exercise or not exercise such authority shall give rise to a du~y or responsibility of the Design Professional to the Contractor. SubconWaetors, material and equipment suppliers, their agents or employees or other persons performing portions of the work 2.6.12 The Design Professional shall review and approve or take other appropriate action upon ConWaetor's submitlals such as Shop Dra~'~ngs, Product Data and Samples for the purpose of (I) determining compliance with applicable laws, stalutes, 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 Prol~ssional shall act with such reasonable prompmess to cause no delay in the work or in the consm~c~ion of the Owner or of separate contractors, while allowing sufficient time in the Design Professional's professional j udgrnenl to perma t adequate review Review of such submittals is net conducted for the purpose of determining the accuracy and completeness of other derails such as dimensions and quandties or for substantiating inslracbons for installabon or performance of equipment or systems designed by the Contractor, all of which remain the responsibility of the Contractor to the extent required by the Contract Documents. The Design Professional's review shall not constriute approval of safety precautions or, unless otherwise specifically sta~ed by the Design Professional, of construction means, methods, techniques, sequences or procedures. The Design Professional's approval of a specific item shall not indicate approval of an assembly of which the riem is a component. When professional certification o f pen°ormance characteristics of materials, systems or equipment is required by the Contrac~ Documents, the Design Professional shall be entitled to rely upon such certification to establish that the materials, systems or equipment will meet the performance criteria required by the Con~ac[ Decunents. 2.6.13 The Design Professional shall prepare Change Orders and Const~mction Change Directives, with suppoilthg documentation and data if deemed necessary by the Design Professional ~s provided in Subsecbons 3.1.l and 3.3.3, for the OwnWs 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 behalf of the Owner, the Design Professional shall conduct inspections to determine the dates of Substantial Completion and Final Completion, and if requested by the Owner shall issue Certificates of Substantial and Final Comple6on. The Design Professional will receive and review wriilen guarantees and related documents requited by the Con,act for Consmscfion to be assembled by the Contractor and shall issue a final certificate for Payment upon compliance with the requirements of the Contract Documents 2.6.15 The Design Professional shall interpret and provide recommendations on mailers concerning performance of the Owner and Contractor under the requirements of the Contract Documents on written request of either the Owner or Contractor. The Design Professional's response to such requests shall be made with reasonable pmmpmess and within any time limits agreed upon. 2.6.16 inte~retations and decisions of the Design Professional shall be consistent with the intenl of and reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings. When making such ime~retations and inibal decisions, the Design Professional shall endeavor to secure faithful perforn~ance by both Owner and Contractor, and shall not be liable for results or inte~retafions or decisions so rendered in gt~xl faith in accordance with all the provisions of this Agreement and in the absence of negligence. 2.6.17 The Design Professional shall render wriilen decisions within a reasonable ting on all claims, disputes or other matters in question between the Owner and Con~raetor relating to the execution or progress of the work as provided in the Con~ract Documents. 1.6.18 The Design professional (I) shall render services under the Agreement in accordance with the De~ee 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 Pro fessional's obligufions thereunder. 2.6.19 The Design Professional shall provide tfie Owner with a digital copy and one set of reproducible prints showing all significant changes to the Construction Documents during the Construction Phase. The reproducible pnnts will be b~ed on information provided to the Design Prot~ssional by others. Page 6 Q:\LDD\DEN02317~Docs\TNP Wainwfigth Agreement.doc ARTICLE 3 ADDITIONAL SERVICES 3.1 GENERAL 3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified 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 confirmed in writing by the Owner If services described under Contingent 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 until it receives xwitten 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 responsrble for compensating the Design Professional for Contingent Additional Services only if they are not required due to the negligence or fault of Design Professional. 3.2 PROJEC'F REPRESENTATION BEYOND BASIC SERVICES 3.2.1 If more extensive representation at the site than is described in Subsection 2.65 is required, the Design Professional shall provide one or more Project Representatives to assist in carrying out such addinonal on-site responsibilities. 3.2.2 ProJect Representatives shall be selected, employed and directed by the Design Pmlbssional, and the Design Professional shall be compensated therefore as agreed by the Owner and Design Professional 33 CONTINGENT ADDITIONAL SERVICES 3.3.1 Making material revisions in Drawings, Specifications or other dccurc~nts when such revisions are: I. inconsistent with approvals or instracfions previously given by the Owner, including revisions made necessary by adjustments in the Owner's program or Project budget; 2. required by the enactment or revision of codes, laws or regulahons subsequent to the preparation of such documents, or 3. due to changes required as a result of the Owner's failure to render decision in a timely manner. 3.3.2 Providing services required because of significant changes in the Project including, but not limited to, size, quality, complexity, or the Owner's schedule, except for services required under Subsection 2.5 333 Preparing Drawings, Specificabons and other dccumentation and supporting data, and providing other serv/ces in connec- tion with Change Ordem and Construction Change Directives. 3.3.4 Providing consultation concerning replacement of work damaged by fire or other cause during eonstmcb~, and furnishing services required in connection with the replacement of such work. 33.5 Providing services rmde necessaw by the default oftbe Contractor, by major defects or deficiencies in the work of the Contractor, or by failure of perfonmmce of either the Owner or Contractor under the Conlract for Construction. 3.3.6 Providing services in evaluating an extensive number of claims submiited by the Contractor or others in connection with the work. 3.5.7 Providing services in connection with a public hearing, arbitration proceeding or legal proceeding except where the Design Professional is party thereto. 33.8 Providing services in addition to those required by Article 2 for preparing dccumems for alternate, separate or sequential bids or providing services in connection with bidding or construction prior to the completion of the ConsWaedon Documents Phase 3.3.9 No~Mthst~mding anything contained in the Agreement, Proposal or these General Conditions to the conwa~, all services described in this Article 3 that are caused or necessitated in whole or in part due to the negligent act or omission of the Design Professional shall be performed by the Design Professional as a part of the Basic Services under the Agreement with no additional compensation above and beyond the compensation due the Design Professional for the Basic Seohces. The intervening or concurrent negligence of the Owner shall not limit the Design Professional's obligations under this Subsection 3.3.9. 3.4 OPTIONAL ADDITIONAL SERVICES 3.4.1 Providing financial feasibility or other special studies Page 7 Q:\LDD\DI:N02317XDocs\TNP Waimmght AgTeement doc 3.4.2 Providing planning surveys~ s de evaluations or comparative studies or' prospective sdes 3.4.3 ?mviding special surveys, environmental studies and submissions required for approvals of governmental authorities or others having jurisdiction over the Pmjecl. 3.4.4 Providing services relative to lhture facilities, systems and eqmpment. 3,4.5 Providing services to investigate existing conditions or facilities or to make measured drawings thereof. 3.4.6 Providing services Io verify the accuracy of drawings or other inlbrmation furnished by the Owner. 3.4.7 Providing coordination of construction performed by separale contractors or by the Owner's own lbrces and coordination of services required in connection with construction performed and equipment supplied by the Owner. 3,4.8 Providing detailed quan6ty surveys or inventories of matariaL eqmpmem and labor. 3.4.9 Providing analyses of operating and maintenance costs 3.4.10 Making investigations, inventories of materials or equipment, or valuations and detailed appraisals of existing thcilifies. 3.4.12 Providing assistance in the utilization of equipment or systems such as testing, adjusting and helanclng, preparation of operation and maintenance wanuals, mining personnel for operation and maintenance and consultation during operation. 3.4.13 Providing interior design and similar services required for or in connection with the selection, procurement or installation of fummire, furnishings and related equipment. 3.4.14 Providthg services other than as provided in Section 2.6.4, aller issuance to t he Ox, mcr of the final Cer[ificate for Paymeot and expiration of the Warranty pc'hod of the Con~ract for Construction. 3.4.15 Providing services of consultants for other then architectaml, cirri, structural, mechanical and electrical engineering por- tions of the Project provided ~ a part of Basic Services. 3.4.16 Providing any other sen,ices not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural practice. 3,4.17 Preparing a set of reproducible record drawings in addition to those required by Subsection 2.6.19, showing significant changes in the work made during construction based on marked-up prints, drawings and other data furnished by the Contractor to 3.4.18 Notwithstanding anything contained in the Agreement, Proposal or these General Cenditions to the con~a-ary, all services descn'bed 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 he performed by the Design Professional ~s a part of the Basic Services under the Agreement w/th no additional compensation above and beyond the compensation due the Design Professional for the Basic Services. The intervening or concurrent negligence of the Owner shell not limit the Design Professional's obligations under this Subsection 3.4.18. ARTICLE 4 OWNER'S RESPONSIBILITIES 4.1 The Owner shall consult with the Design Professional regarding requirements for the Project, including (I) the Owner's objectives, (2) schedule and design constraints and critepa, including space ~quiremeots and relationships, flexibility, expendability, special equipment, systems and site requirements, as more specifically described in Subsection 2.2.1. 4.2 The Owner shall establish and update an overall budget for lhe Project, including the Construction Cost, the Owner's other costs and reasonable confingancies related to all of these costs. 4.3 If requested by the Design Professional, the Owner shall furnish evidence that financial arrangements have been made to fulfill the Owner's obligations under this Agreement. 4.4 The Owner shall designate a representative authorized to act on the Owner's behelf with respect to the Project. The Owner or such authorized representative shall render decisions in a timely manner periaining to documents submitled by the Design Professional in order to avoid unreasonable delay in the orderly and sequential progress of the Design I~'o fessional's services. 4.5 Where applicable, the Owner shall furnish surveys deschbing physical characteristics, legal limitations and utilig, locations for the site of the Project, and a writlen legal description of the site. The surveys and legal information shall include, as ap- plicable, grades and lines of streets, alleys, pavements and adjoining property and stractures; adjacent drainage; rights-of-way, restrictions, easemenls, encroachments, zoning, deed resthctions, boundaries and contouv~ of the site; locations, dimensions and necessmy data pertaining to existing buildings, other improvements and trees; and information concerning available utility Page 8 Q:\LDD\DEN02317\Docs~TNp Wainwright Agreement.doc services and Ithes. both public and pnvate, above and below ~ade, including inverts and dspths. All Ihc irdbrmatmn on the survey shall be rel~renced to a project benchmark 4.6 Where applicable, the Owner shall furnish Ihe services of geotechnical engineers when such services are requested by the Design Prol~ssional Such services may include but are not limited Io lest borings, lest pits, determinations of soil beating values, percolation tests, evaluations of hazardous materials, ground corrosion and resistivity tests, including necessary operations fix anticipating sub-soil conditions, with reports and appmpmite professional recommendations 4.6.1 Tbe Owner shall furnish tbe services of other consugants when such services are reasonably required by the scope of ihe Projecl 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 pan of the Additional Services, the Owner shall fumish stmctumk mechanical, chemical, air and water pollution tests, tests of hazardous materials, and other laboratory and environmental lest& inspections and reports required by law or the 4.8 The Owner shall furnish all legal, accounting and insurance counseling services as may be necessary at any time for the Project. including auditing services the Owner may require to verify the Contractor's Applications lbe Payment or to ascertain how or for what puq~oses the Contractor has used the money paid by or on behalf of the O~mer. 4.9 The services, information, surveys and repons required by Owner under Sections 4.5 through 4.8 shall be li~mished at the Owner's expense, and the Design Professional shall be entitled to rely upon the accuracy and completeness thereof in the absence of any negligence on the part oftbe Design Professional· · 4.10 The Owner shall give prompt written notice to the Design Professional iftbe Owner becomes aware of any lhull or defect in the Project or nonconformance with the Contract Documents. 4.11 Design Prol~ssional shall pmp~e language for ce~ificates or certifications to be requested of the Design Professional or Design Professional's consultants and shall submit such to the Owner for review and approval at least fourteen (14) days prior to execution. The Owner agrees not to request cemfications that would require knowledge or services beyond the scope of the Agreement. ARTICLE 5 CONSTRUCTION COST 5.1 CONSTRUCTION COSTDEFINED 5.1.1 The Construction Cost shall be the total cost or estimated cost to the Owner of all elements of the Project designed or specified by the Design Professional. 5.1.:Z The Construction Cost shall include the cost at cun~nt n~rket rates of labor and materials furnished by the Owner and equipment designed, specified, selected or specially provided for by the Design Professional. plus a reasonable allowance for the Contractor's overhead and profit. In addition, a reasonable allowance for contingencies 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, fights-of-way, financing or other costs which are the responsibility of the Owner as provided in Article 4. 5.2 RESPONSIBILITY FOR CONSTRUCTION COST (N/A) 5.2.1 Evaluations of the Own~s Project budget, preliminary estinmtes of Construction Cost and derailed estin~tes of Construe. tion Cost prepared by the Design Professional represent the Design Professional's best judgment as a design pm fessional familiar with the construction industry. It is recognized, however, that neither the Design Professional nor the Owner has control over the cost of labor, materials or equipment, over the Contractor's methods of determining bid pmies, or over competitive bidding or market conditions· Accordingly, the Design Professional cannot and dces not warcant or represent that bids or cost proposals will not vary from the Owner's Project budget or from any estimate of Construction Cost or evaluation prepared or agreed to by the Design Professional. 5.2.2 No fixed I/mit of Construction Cost shall be established as a condition of the Agreement by the furnishing, proposal or establishment ora Project budget, unless such fixed limit has been agreed upon in w~ting and signed by the pmies thereto. If such a fixed limit has been established, the Design Professional shall be penmiled to include contingencies for design, bidding and price escalation, to determine what materials, equipment, component systems and qges of construction are to be included in the Contract Documents, to make reasonable edjusWnents in the scope of the Project and Io include in the Contract Documents alternate bids to adjust the Construction Cost m 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 If the Procu~ment Phase has not commenced within 90 days after tbe Design Professional submits the Construction Documents to the Owner, any Project budget or fixed limit of Construction Cost shall be adjusted lo reflect changes in the general level of prices in the construction indust~ between the date of submission of the Construction Documents to the Owner and the date on which proposals are sought. Page 9 Q:\LDD\DEN02317\Docs\TNp Wainwright Agreement.doc ARTICLE 6 OWNERSHIP AND USE OF DOCUMENTS 6.1 '[he Dmvangs, Specifications and other documents prepared by the Design ProlEssional thr this ProJect arc instruments of the Design Proti:ssional's service and shall become the properly of the Owner upon termination or completion of the Agreement 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 al Owner's sole risk and expense In the evenl the Ovmer uses any of the irdbmmion or materials developed pursuant to the Agreement in another project or lbr other puq~oses than are specified in the Agreement. the Design Professional is released from any and all liability relating to their use in that project 6.2 Submission or disiribution of documents to meet official rcgultao~y requirements or Ibr similar proposes in connection with thc ProJect is not to bc construed as publication in dcrogntion of the Design Professional's reserved dghts ARTICLE 7 TERMINATION, SUSPENSION OR ABANDONMENT 7.1 The Design Professional may terminate the Agreement upon not less than thirty days written notice should the Owner fail substantially to perform in accordance vnth the terms ofthe Agreemenl through no fault of the Design ProlEssionaL Owner may terminate the Agreement or any phase thereof with or without cause upon thirty (30) days pdor X~Titten notice to the Design Professional. All work and labor being perfomled under the Agreement shah cease immediately upon Design Professional's receipt of such notice. Before the end of the thirty (30) day period, Design Professional shall invoice the Owner for all work it satisfactodlyperforrnodpnor tothereceiptofsuehnotice. Noamountshallbedueforlostorant~cipatedprofits Allplans, fleld surveys, and other data related to the Project shall become property of the Owner upon termination of the Agreement and shall be promptly delivered to the Owner in a reasonably organized form. Should Owner subsequently contract xvith a new Design Professional for continuation of services on the Project, Design Professional shall cooperate in providing in fom~ation 7.2 If the Project is suspended by the Owner for more than 30 consecutive days, the Design Professional shall be compensated for services sahsfactohly performed prior to notice of such suspension 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 fha Design Professional's services. 73 The Agreement may be terminated by the Owner upon not less than seven days written notice to the Design Professional in the event that the Project is permanently abandoned, lftha Project is abandoned by the Owner for more than 90 consecutive days, the Design Professional or the Owner may tewnthate the Agreement by giving written no0ce. 7.4 Failure of the Owner to make payments to the Design Professional for work satisfactorily completed in accordance with the Agreement shall be considered substantial nonperformance and cause for terminahon. 7.5 If thc Owner fails to make payment to Design Professional within thirty (30) days of receipt of a statement for services properly and satisfactorily performed, the Design Professional may, upon seven days writien notice to the Owner, suspend performance of semices under the Agreement 7.6 In the event of termination not the fault of the Design Professional, the Design Professional shall be compensated for services properly and satisfactorily performed prior to tewnination. ARTICLE 8 PAYMENTS TO THE DESIGN PROFESSIONAL 8.1 DIRECT PERSONNEL EXPENSE 8.1.1 Direct pemonnel Expense is defined as the direct salaries of thc Design Pm fessional's personnel engaged on the project and the portion of the cost of their mandatoq, and customa~ff contributions and benefits related thereto, such as employment taxes and other statatory employee benefits, insurance, sick leave, holidays, vacations, pensions and similar conttibutmns and benefits. 8.2 REIMBURSABLE EXPENSES 8.2.1 Reimbumable Expenses are 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 of the Project, as identified in the following Clauses. 8.2.1.1 Expense of transportation in connection w/th thc Project; expenses in connection with authorized out-of-town travel; IongMistance communications; and fees paid for secudng 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 dccuments. 8.2.13 If authorized in advance by the Owner, expense of overtime work requiring higher than regular rotes. 8.2.1.4 Expense ofrendelings, models and mock-ups requested by the Owner, 8.2.1.5 Expense of computer-aided design and dmffing equipment time when used in connection xvith the ProJect. Page 10 Q:\LDD\DEN02317~Docs\TNP Wainx~'right Agreement.doc 8.2.1.6 Other expenses that are approved in advance in w~iting by the Owner 8.3 PAYMENTSON ACCOUNTOF BASICSERVICES 8.3.1 Payments Ibr Basic Services shall be made monthly and, where applicable, shall be in pmgnnion to services perlbrmed wdhin each phase of service, on the basis set thnh in Section 2 of the Agreement and the schedule of work 8.3.2 It' and to the extent that the time initially estab[ished in the Agreement is exceeded or extended through no ]hull of the Design Prolbssional, compensation for any services rendered during the additional period of lime shall be computed in the manner set forth in Section 2 of the Agreement 833 When compensation is based on a percentage of Construclion Cosl and any portions of thc Project are deleted or otherw/sc nOl consmacted, compensation tbr those portions of the Project shall be payable to the extent sen'ices arc per,brined on those portions, in accordance uath the schedule set forth in Section 2 of the Agreement based on (I) the lox:est bona fide bid or (2) il' no such bid or proposal is received, the most recent preliminary estimate o[ Consiruclion Cost or detailed estimate of Construction Cost for such portions of the Project. 8.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES 8.4.1 Payments on account of the Design Proli:ssional'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 sen'ices rendered or expenses incurred. 83 PAYMENTS WITHHELD No deductions shall be made from the Design Professional's compensation on account of penalty, liquidated damages or other sums w/thbald from payments to contractom, or on account of the cost of changes in the work other than those for which the Design Professional is responsible. 8.6 DESIGN PROFESSIONAL'S ACCOUNTING RECORDS Design Professional shall make available to Owner or OwnWs authofized representative records of Reimbursable Expenses and expenses pe~aining to Additional Services and services performed on the basis of a mulbple of Direct Personnel Expense for inspection and copying during regular business hours for three years after the date of the final Certificate of Payment. or until any litigation related to the Project is final, whichever date is later. ARTICLE 9 INDEMNITY 9.1 The Design Professional shall indemnify and save and hold harmless thc Owner and its officers, agents, and employees from and against any and all liability, claims, demands, damages, losses, and expenses, including, but not limited to court costs and reasonable attorney fees incurred by the Owner, and including, without limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acm or omissions of the Design Professional or its officers, shareholders, agents, or employees in the execution, operation, or performance of the Agreement. 9.2 Nothing herein shall be construed to create a liability to any person who is not a parly to the Agreement, and nothing herein shall waive any of the parties' defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to the Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE 10 INSURANCE During the performance of the Services under thc Agreement, Design Professional shall mainlain the following insurance with an insurance company licensed to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate Comers of at least an A- or above: 10.1 Comprehensive General Liability Insurance with bodily injury limits of not less than $1,000,000 for each occurrence and not less than $1,000,000 in the aggregate, and with property damage limits of not less than S100,000 for each occurrence and not less than $100,000 in the aggregate. 10.2 Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident, and with property damage limits of not less than $100,000 for each accident. 10.3 Worker's Compensation Insurance in accordance with statutory requirements, and Employers' Liability Insurance with limits of not less than $100.000 for each accident including occupational disease. 10.4 Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate 10.5 The Design Professional shall furnish insurance certificates or insurance policies to the O~mer 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 Page 11 Q:\LDD\DEN02317\Docs\IN P Wainwrighl Agreement.doc ARTICLE I1 MISCELLANEOUS PROVISIONS 11.1 The Agreement shall be governed by the laws of the State ol Texas. Venue of any suit or cause of acden under the Agreement shall lie exclusively in Denton County, Texas I 1.2 The Owner and Design Professional, respectively, hind themselves, their partners, successors, assigns and legal represen- tatives to the other party to this Agreement and to the parmers, successors, assigns and legal representatk e, ot' such other party with respect to all covenants of this Agreement. The Design Professional shall not assign its interests in the Agreeraent without the written consent of the Ovmer. 113 The term Agreement ~ used herein includes the executed Agreement, the Proposal, these General Conditions and other attachments referenced in Section 3 of the Agreement which together represent the entire and integrated agreement between the ptiority in the following order: I. The executed Agreement 2. Atlachments referenced in Section 3 of the Agreemenl other than the Proposal 3. These General Provisions 11.4 Noththg contained in the Agreement shall creata a contractual relationship with or a cause of action in lhvor of a third party against either the Owner or Design Professional. 113 Upon receipt ofpdor whiten approval of Owner, the Design Professional shall have the fight to include representations of the design of the Project, including photographs of the exterior and interior, among the Design Professional's promotional and professional materials. The Design Professional's materials shall not include the Owner's confidenha[ or proprietary inlbrmadon if the Owner has previously advised the Design Professional in whting of the specific information considered by the Owner to be confidential or propmitary. The Owner shall provide professional credit for the Design Professional on the construction sign and in the promotional materials for the Project. 11.6 Approval by thc Owner shall not constitute, nor be deemed a release of the responsibility and liability of the Design Professional, its employees, associates, agents, subcontractors, and subconsultanta for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by the Owner for any defect in thc design or other work prepared by the Design Professional, its employees, subcontractors, agents, and consultants. 11.7 All notices, communications, and reports required or permitted under the Agreement shall be personally delivered or mailed to the respective parties by depositing same in thc United States mail to the address shown below signature block on the Agreement, certified mail, return receipt requested, unless otherwise specified herein. All notices shall be deemed effective upon receipt by thc party to whom such notice is given, or within three (3) days after mailing. 11.8 If any provision of the Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of the Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform the Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the smcken provision. 11.9 The Design Professional shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now read or hereinafter be amended. 11.10 In performing the Services required hereunder, the Design Professional shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. 11.11 The captions of the Agreement are for informational purposes only, and shall not m any way affect the substantive terms or conditions of the Agreement. Page 12 Q:\LDD\DEN02317\Docs\TNP Wainwright Agreement doc ATTACHMENT 'A' ITEMIZED SCOPE OF SERVICES BASIC SERVICES PROJECT DESCRIPTION The scope of Basic Services for this project generally includes preparation of detailed plans for improvements to an existing concrete lined portion of Tributary PEC-4 (from Bell Avenue to the branch of Tributary PEC-4 just west of Bell Avenue), and to a branch of Tributary PEC-4, (from PEC-4 (between Bell Ave. and Wainwright) to Locust Street, just south of Maple Street (shown on Attachment 'D' as Section 1). Basic Services also includes preparation of Schematic Plans for Section I and for the section of Tributary PEC-4 from the branch of Tributary PEC-4 through Wainwright (shown on Attachment 'D' as Section 2). This project is necessary due to the Myrtle/Eagle Drive drainage project that is currently in design, and is expected to soon be under construction. Existing drainage facilities within the project area as described in the preceding paragraph are not adequate to handle flows that will be discharged from the proposed Myrtle/Eagle Drive improvements. In addition, the flowline of the proposed upstream improvements will be lowered to accommodate other existing facilities, making the channel improvements proposed herein necessary to enable the upstream improvements to function. GENERAL A. Basis for Scope of Services The following assumptions were used by the ENGINEER for the preparation of the scope of services for this project: The project limits include areas that may be considered jurisdictional waters as defined in the Clean Water Act, and may require Section 404 permitting through the Corps of Engineers. A brief letter report will be prepared to document our belief that a permit will not be required. No actual permitting effort is a part of the Basic Services of this Agreement. Corps of Engineers 404 permitting, if required, will be conducted on an hourly basis as part of Special Services. The project will be designed and constructed in accordance with the City of Denton Standard Specifications and the Drainage Design Criteria Manual, February 2002. Right-of-way acquisition has already been completed, and the City of Denton has provided descriptions of the property acquired. No right-of-way analysis or acquisition is anticipated as part of Basic Services. It is assumed that the right- of-way and easements available are adequate to meet project objectives. All field surveying will be conducted by the City of Denton and will be provided to the ENGINEER in AutoCAD format. The field surveys will supplement aerial photogrammetric mapping to be provided by the City. Exhibit A - Page ! Tributary PEC-4 is a studied stream with a designated floodway. Improvements to PEC-4 will require a LOMR, but no Conditional Letter of Map Revision (CLOMR) is anticipated because there should not be any increases in Base Flood Elevations. Preparation of the LOMR submittal package will be by the City staff, using HEC-2 models and the schematic exhibits prepared and sealed by the ENGINEER. City of Denton staff will use the models and exhibits provided, and will complete all necessary FEMA forms, prepare and seal the report, and submit to FEMA. The ENGINEER will have no involvement in preparation of the LOMR. The branch of Tributary PEC-4 is not a studied stream, and as a result, will not require a LOMR. However, modeling will be conducted, and a report with exhibits will be prepared to delineate the 100-year floodplain both for pre-project and post-project conditions. The proposed improvements to the branch of Tributary PEC-4 will provide an outfall for the double barrel 10'x5' box culvert designed by Cader-Burgess, Inc., to convey flow from the box culvert to Tributary PEC-4. It is expected that the proposed channel will be a concrete lined trapezoidal channel. If right-of-way constraints or other issues make it necessary to design a channel with vertical retaining walls rather than a trapezoidal section, a fee adjustment will be necessary to accommodate such a change in scope. Construction plans will be prepared for construction by City of Denton crews. As a result, no bid documents will be prepared. Because the project will be constructed by City of Denton forces, traffic control plans will not be prepared as a part of this project. General notes and technical specifications will be limited to those necessary for City of Denton forces to construct the proposed improvements. 10. Section 2 of the project will include removal of the culvert at the intersection of Wainwright and Highland Street, and permanent closure of Wainwright at that location. However, this section will not be a part of the construction plans. 11. No utility relocation plans will be prepared by the ENGINEER as a part of Basic Services. It is expected that a 12" water line will require relocation, and it is possible that a portion of an existing 20" water line will require relocation. 12. No construction services are included as part of this Agreement. Design Meetings The ENGINEER will meet regularly as needed with the City of Denton staff during the development of the preliminary and final plan phases of the project. Data Collection Exhibit A - Page 2 The ENGINEER will collect, compile and evaluate existing data collected from the City of Denton or other entities that provide available existing information related to the design of the project. A location map/schematic plan will be provided to the affected utility companies by the ENGINEER. These schematics will be used by the utility companies to show approximate locations of their facilities that are or may be affected by the project. The ENGINEER will make every effort to obtain as-built, record and/or future plans for the following facilities in the project area including: Culverts Roadway Water Lines Sanitary Sewer Lines Storm Drain Lines Telephone and Cable TV Underground and/or Overhead Lines Electric Underground and/or Overhead Lines Gas Lines Other Utilities Known to Serve the Project Area The ENGINEER will compile the preliminary information obtained above for later use in the field to help surveyors tie existing utility locations. The locations of utilities tied from field surveys will be shown on the paving and drainage plans, as appropriate. The ENGINEER will identify potential utility conflicts and provide this information to utility companies. SCHEMATIC PHASE A. Design Concept Conference The ENGINEER will arrange a design concept conference with the CITY to establish design guidelines, design frequencies, and other criteria to be used on the project. B. Hydraulic Analysis The ENGINEER will make use of data previously developed for the Pecan Creek Master Drainage Plan to determine 100-year flows based on ultimate watershed conditions, along with hydraulic data developed by Cader-Burgess for the upstream drainage improvements, This will be the project design storm. Limits of the analysis in the schematic phase will include Sections 1 and 2 as described above. Existing models of Tributary PEC-4 developed in the City of Denton Drainage Master Plan will be used for analysis of PEC-4. These will be modified based on Exhibit A - Page 3 the field design survey. A new model will be developed for the branch of Tributary PEC-4 from the field design survey. The ENGINEER will develop a map depicting the impact of the proposed project on the floodplain delineation and base flood elevations. C. Schematic Plans The ENGINEER will prepare schematic plans for Sections 1 and 2, depicting the proposed channel and culved improvements. These schematic plans will be based on preliminary hydraulic modeling and design. The schematic plans wilt depict: a. Plan view of the preliminary alignment of the proposed improvements b. Typical sections reflecting the proposed channel geometry c. An Opinion of Probable Construction Cost d. Preliminary floodplain mapping based on the schematic plans and the hydraulic analysis. FINAL DESIGN PHASE A. Channel and Culvert Design The ENGINEER will develop a design of the proposed channel and culvert improvements for Section 1 only. This design will include the proposed horizontal and vertical alignments. These plan sheets will be at a 1"=20' scale and will contain topographic information, existing and proposed right-of-way and property lines, existing underground utilities at locations of conflict, existing fences, locations of driveways and other surface features, baselines, and other pertinent existing features. Existing features shown will be from the survey provided to the ENGINEER by the City of Denton. The plans will also show proposed channel and culvert improvements, contours where necessary, limits of structures, limits of retaining walls, if any, drainage structures including pipes, limits of barriers and any other information necessary for channel construction. Profiles at 1'=20' horizontal scale and 1"= 4' vertical scale will contain existing ground lines at the proposed profile grade line, limits of structures and profile elevations at 100 foot intervals. The ENGINEER will prepare cross-sections along the channel at 50-foot intervals. These cross-sections will depict the proposed improvements, and will form the basis for the determination of earthwork quantities. Cut and fill quantities will be computed and tabulated, referencing cross-sections. B. Other Channel Design Elements 1. A project title sheet will be prepared as required and included in the plans. Project layout sheets will be prepared at a uniform scale that clearly indicates the limits of the entire project and the main construction elements of the project. Channel horizontal and vedical control and horizontal curve data will be shown on the plans. Exhibit A - Page 4 4. Details will be developed as necessary, including channel and culvert details, drainage, utility, and miscellaneous details to describe the various types of construction when the CITY has no pertinent standard details available. 5. Stormwater Pollution Prevention Plans (SWPPP) will be prepared for the project. SWPPP plans will describe the implementation of practices to be used to reduce the pollutants to storm water discharges associated with the construction site. Standard City of Denton and NCTCOG details for erosion control will be used as appropriate. C. Submit Preliminary Plans (70%) for Review 1. Submit two (2) sets of preliminary plans for CITY review, along with an updated estimate of construction cost. 2. Project quantities will be calculated and tabulated based upon the preliminary design for inclusion use by CITY staff. 3. The ENGINEER will submit plans to utility companies for review. 4. Meet with the CITY to review and discuss the results of the preliminary plan review, as necessary. D. Prepare Final Design Plans 1. Incorporate CITY review comments and directives from the preliminary plan review in the preparation of final construction plans. 2. Revise the preliminary quantities per changes in the final design and CITY review comments. E. Submit Final Plans and Specifications for CITY review 1. Submit two (2) sets of final plans and specifications for CITY review and approval, along with an updated estimate of construction cost. 2. Submit detailed drawings and plans/specifications to appropriate regulatory agency (les) and utility companies and obtain clearance. 3. Meet with the CITY to review and discuss the results of the final design phase, as necessary. 4. Revise the plans and specifications to incorporate CITY and regulatory agency and utility company review comments. RECORD DRAWINGS 1. Provide mylar drawing set of record drawings for City records, based on marked up plans provided by the City of Denton after construction is complete. Exhibit A - Page In the event that construction differs significantly from the approved construction plans, the ENGINEER reserves the right to negotiate a revised fee for preparation of the record drawings. Exhibit A - Page SPECIAL SERVICES TO BE PROVIDED BY ENGINEER None anticipated. Exhibit A - Page 7 ITEMS TO BE PROVIDED BY CITY TO THE ENGINEER The CITY or the CITY's designee will provide or make available to, or assist the ENGINEER in obtaining the following services, information and materials upon request: 1. Available past studies, correspondence, materials and mapping relative to the project. 2. Aerial topographic data in electronic format, compatible with AutoCAD R14 or AutoCAD 2000i. 3. Field survey of existing conditions, showing spot elevations, contours, and physical features within the limits of the project area. 4. Copies of construction plans and plats for developed property adjacent to the project. 5. Assistance in obtaining data from third par~y sources which is available to the CITY at no cost to the ENGINEER. 6. Current City of Denton Standard Details, Specifications and/or Contract Document data, such as required prevailing wage rates. PROJECT SCHEDULE Schematic Phase The Schematic Phase will include the hydraulic analysis and preparation of schematic exhibits. Based on the survey and the hydraulic analysis, the schematic plans will be submitted within 3 weeks of receipt of the field survey. Final Design Phase - Preliminary Plans (70%) Complete within 3 weeks of CITY approval of schematic plans Final Design Phase - Final Plans (100%) Complete within 2 weeks of CITY approval of Preliminary Plans This schedule assumes an orderly progression of the ENGINEER's services. Delays beyond the control of the ENGINEER may be cause for extension of this period of service. If CITY has requested significant modifications or changes in the general scope, extent or character of the Project, the time of performance of ENGINEER's services shall be adjusted equitably. Exhibit A - Page ATTACHMENT 'B' SCHEDULE OF FEES A. BASIC SERVICES: For work performed by the ENGINEER within the scope identified in EXHIBIT ^, Itemized Scope of Services, the ENGINEER will be reimbursed as described below: 1. Labor The following fixed fees shall be paid to the ENGINEER for labor involved in the various items of work within the scope of Basic Services identified in EXHIBIT A: SCHEMATIC PHASE $ 5,400 FINAL DESIGN PHASE $ 24,000 RECORD DRAWINGS $ 1,000 Subtotal (Labor) $ 30,400 Direct Expenses Direct Expenses such as printing, reproductions, automobile mileage, delivery/courier services, etc. will be reimbursed to the ENGINEER at his direct invoice expense plus 10% with a not-to-exceed amount of: Total Fee for Basic Services TOTAL (BASIC SERVICES) $ 2OO $ 30,600 Exhibit B- Page ! B. ADDITIONAL SERVICES: Work performed by the ENGINEER outside that scope identified in EXHIBIT A, Scc~pe of Basic Services, shall be considered Additional Services. No Additional Services are anticipated for this project. The ENGINEER will be reimbursed for Additional Services, should they be requested, as described below: 1. Labor ENGINEER shall be reimbursed on the basis of negotiated fees for each item of service provided, as mutually agreed to by the ENGINEER and CITY; or labor of personnel employed by the ENGINEER will be reimbursed on an hourly basis in accordance with EXHIBIT C, Standard Rate Schedule. 2. Direct Expenses Direct Expenses such as printing, reproductions, automobile mileage, delivery/courier services, etc. will be reimbursed to the ENGINEER at his direct invoice expense. Where appropriate, a not-to-exceed amount will be established and agreed to for each item of service provided. Exhibit B- Page 2 ATTACHMENT C TEAGUE NALL AND PERKINS, INC. Standard Rate Schedule for Reimbursable/Multiplier Contracts Effective January 1, 2004 to December 31, 2004* Engineering I Technical From To Principal Project Manager IT Manager Senior Engineer Engineer Graduate Engineer Landscape Architect / Planner Designer Senior Designer CAD Draftsman CAD Technician Senior CAD Technician IT Technician Clerical Resident Project Representative Surveying $110 $90 $80 $90 $70 $65 $80 $75 $85 $30 $50 $65 $55 $40 $40 $200 $140 $100 $130 $100 $9O $95 $95 $115 $55 $75 $85 $75 $65 $65 Per Hour Per Hour Per Hour Per Hour Per Hour Per Hour Per Hour Per Hour Per Hour Per Hour Per Hour Per Hour Per Hour Per Hour Per Hour Survey Office Manager R.P.L.S. Senior Survey Technician Junior Survey Technician 2-Person Field Crew w/Equipment 3-Person Field Crew w/Equipment 4-Person Field Crew w/Equipment 2-Person G.P.S. Crew w/Equipment 3-Person G.P.S. Crew w/Equipment 1-Person Robotic Crew w/Equipment 2-Person Robotic Crew w/Equipment 3~Person Robotic Crew w/Equipment Direct Cost Reimbursables $115 $90 $65 $5O $90 $105 $130 $130 $150 $9O $110 $125 $120 $110 $80 $65 Photocopies $0.1 O/page $0.20/page $2.00/page Plots $1.00/page $2.00/page $2.00/page $4.00/page $4.00/page Mileage $0.36/mile letter and legal size bond paper, B&W 11" x 17" size bond paper, B&W 22" x 34" and larger bond paper or vellum, B&W 11" x 17" size bond paper, B&W 11" x 17" size bond paper, color 22"x34" and larger bond paper or vellum, B&W 22"x34" and larger bond paper or vellum, color 22"x34" and larger mylar or acetate, B&W All Subcontracted and outsourced services billed at rates comparable to TNP's billing rates shown above. * Rates shown are for calendar year 2004 and are subject to change in subsequent years. TEAGIUE NAIL AND PERKINS ENGINEERS ~, SURVEYORS MUNICIPAL CONSUL TAN'I'~ SCALE: 1"=100' ATTACHMENT 'D'