2003-158CONSIDER ADOPTION OF AN ORDINANCE AUTHORIZING THE CITY MANAGER OR HIS
DESIGNEE TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH ERES
CONSULTANTS FOR AN AUTOMATED ROADWAY INSPECTION AND EVALUATION AS
SET FORTH IN THE CONTRACT; PROVIDING FOR THE EXPENDITURE OF FUNDS
THEREFORE; AND PROVIDING AN EFFECTIVE DATE (FILE 3010 TO ERES
CONSULTANTS IN AN AMOUNT NOT TO EXCEED $300,000).
WHEREAS, The professional services provider (the "Provider) mentioned in this ordinance
is being selected as the most highly qualified on the basis of its demonstrated competence and
qualifications to perform the proposed professional services; and
WHEREAS, The fees under the proposed contract are fair and reasonable and are consistent
with and not higher than the recommended practices and fees published by the professional
associations applicable to the Provider's profession and such fees do not exceed the maximum
provided by law; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. That the City Manager, or his designee, is hereby authorized to enter into a
professional service contract with ERES Consultants, to provide professional engineering and related
services for an Automated Roadway Inspection Evaluation, a copy of which is attached hereto and
incorporated by reference herein.
SECTION 2. The City Manager, or his designee, is authorized to expend fimds as required
by the attached contract.
SECTION 3. The findings in the preamble of this ordinance are incorporated herein by
reference.
SECTION 4. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the t-~'~'~ ~//~/'~r/,~ ,2003.
day of
EULINEBROCK, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
HERBERT L. PROUTY, CITY ATTORNEY
RFSP 3010
PROFESSIONAL SERVICES AGREEMENT
FOR ARCHITECT OR ENGINEER
(/~/~ AGREEMENT is made and entered into as of the ~.~ day of
,.20 0~ , by and between the City of Denton, Texas, a Texas
municipal corporation, with its principal office at 215 East McKinney Street, Denton,
Denton County, Texas 76201, hereinafter called "Owner" and ERES Consultants, a
division of Applied Research Associates, Inc., with its corporate office at 505 W.
University Avenue, Champaign, Illinois 61820, hereinafter called "Design Professional,"
acting herein, by and through their duly authorized representatives.
In consideratio~ 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 Basic
Services described in Tasks 1 through 7 of the Proposal shown in Attachment 2 and any
Optional or Additional Services requested in writing by the Owner.
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 $ 299,572.48.
2.1.2 Progress payments for Basic Services shall be paid monthly based on the
pementage of each task completed during the billing period.
2.2 OPTIONAL SERVICES
2.2.1 For Optional Services, the compensation for each task shall be as follows:
'rask 8 $ 6,100.
Task 9 $17,500.
Task 10 $ 64,400.
Page 1
Engineering Analysis of Current Contract
Automated Roadway Evaluation Revised 5-30-02
Task 12 $ 87,200.
2.2.2 Progress payments for Optional Services shall be paid monthly based on the
percentage of each task completed during the billing period.
2.3 ADDITIONAL SERVICES
2.3.1 Compensation for Additional Services is as follows:
Principal Engineer $135.00 per hour
S~nior Engineer $100.00 per hour
Sta'ffEngineer $ 75.00 per hour
Technician $ 50.00 per hour
Clerical $35.00 per hour
2.3.2 Compensation for Additional Services of other consultants, including additional
structural, mechanical and electrical engineering services, shall be based on a multiple of 1.1
times the amounts billed by the Design Professional for such additional services.
2.4 REIMBURSABLE EXPENSES Reimbursable Expenses, in conjunction with
Additional Services, shall be a multiple of 1.1 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 $10,000 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:
City of Denton General Conditions to Agreement for Architectural or
Engineering Services, except Articles 2 and 5 which are not applicable to this
project.
2. The Design Professional's Proposal.
Page 2
Engineering Analysis of Current Contract
Automated Roadway Evaluation Revised 5-30-02
This Agreement is signed by the parties hereto effective as of the date fn'st above written.
CITY OF DENTON
ATTEST:
JENNIFER ~kLTERS, CITY SECRETARY
APPROVED AS T~ LEGAL FORM:
BY: "'"~~ t/~'
ERES CONSULTANTS, A DIVISION OF
APP/~7~~S~IATES
CURT A. BEC~R
~CE P~SIDENT ~D
DIVISION ~A~ER
WITNESS:
BY: _ ~_~d~fi~--z~
Page 3
Engineering Analysis of Current Contract
Automated Roadway Evaluation Revised 5-30-02
ATTACHMENT 2
PROPOSAL
2A. BASIC SERVICES
ERES-EonsulVmtts will eompl~t6 th6 fblldwing Seven tasks for the collection and analysis of
engineering data and pavement management system customization for the City of Denton.
Task 1. Conduct a Site Visit and Preliminary Pavement Management Tasks
Prior to the start of data collection, EKES will conduct a kickoffmeeting to familiarize the City
staff with our scope of work and data collection procedures and to gain an understanding of the
City's previous distress inspections, the current PAVEMENTview Plus database, and the
problems encountered with this data. In addition, we will gather information about the new roads
that have been accepted into the City's inventory since the last inspection and the most eurent
traffic information available for each route in the network. Finally, we will interview key City
staff members to better understand how the pavement management system database is presently
used and what their expectations are for the enhancement of this database under this project.
Task2. Conduct the Asset Management Data Collection Survey and Analysis
ERES/CGH will conduct the semi-automated video distress survey on approximately 380
centerline-miles of roadway using a vehicle equipped with digital pavement and right-of-way
cameras and a set of lasers in the front bumper. This equipment simultaneously records the
surface condition, rotting, and roughness of the pavement surface. It also records images of
roadside items such as sidewalks, curb/gutter, signs, guardrall and fencing, while traveling at
prevailing traffic speeds, so no additional traffic control is required. The van:mounted camera and
profiler system is manufactured by International Cybernetics Corporation (ICC) and offers the
highest quality downward-looking pavement images available on the market.
The ERES/CGH survey vehicle stores pavement and panoramic images on its onboard computers
in real time using the JPEG format. The images are stored on removable hard drives, one per
camera, which are taken to the office for post-processing On an ICC-developed workstation. This
workstation consists of a tower computer with multiple monitors for viewing pavement and
panoramic images simultaneously. The sofavare allows the user to access, view, and step forward
and backward through the collected images. It also has a tool for rating distresses and calculating
distress quantities. This capability is beneficial in the estimation of maintenance and repair
quantities. Following completion of data processing, the digital inages can be backed up on DVD
disks and archived for future viewing.
ERES/CGH will use the GIS files provided by the City of Denton to plan the field data collection
operations and to develop an efficient survey routing. Survey operations will be planned to
survey one lane in each direction on all the streets under the jurisdiction of the City of Denton.
All survey work will be performed during daylight hours. The routing will be established to
survey in a westerly, or southerly, direction in the morning and in an easterly, or northerly,
direction in the afternoon. The routing will be sufficiently flexible to allow the crew to avoid
such potentially disruptive situations as heavy traffic, accidents, and other public safety incidents.
As part of the routing process a database will be created producing a "cross-walk" between the
City of Denton's unique section ID code and CGH's section identification code.
The survey will be performed using the ERES/CGH Digital Survey Van (DSV) and will collect
the following information:
· * B&W Digital Pavement Images (14-ft wide by 20-ft long)
· Color Digital Right-of-Way (ROW) Images (at 25-ft intervals)
· Color_DigitaLSignlmages_(at25-A:tinte~als~ . .
· Longitudinal Pavement Profile data, both wheel paths
· 3-sensor Rutting data
· GPS coordinates (sub-meter accuracy)
The data collected will be packaged and shipped, at regular intervals, to the ERES and CGH
offices for quality control review and processing. The data received from the field goes through a
series of quality control reviews to ensure that it is accurate and complete. The data collected is
then processed to produce a back-up copy and a working copy for data reduction. The pavement
profile and rotting data collected will be processed using industry standard software to produce an
International Roughness Index 0RI)~ a rotting index (AC surfaced pavements only), and a
faulting index (PCC pavements only) for each roadway segment.
The pavement distress data will be produced using the B&W'digital pavement images and a
digital work station. Pavement distress data reduction will be performed on 100% of each lane
for PCC pavements and 25% Of each lane for AC surfaced pavements. Sampling on the AC
surfaced pavements will be performed using the Frame Analysis Method. Sampling will be
accomplished by analyzing 1 image out of every 4 images within each segment. The pavement
distress and profile data produced will be tied back to the City of Denton's unique section ID and
incorporated into the City's PAVEMENTview Plus database. Finally, ERES/CGH will provide
the City of Denton with external, USB 2.0 hard drives containing the digital images and the
associated pavement distress data. ERES/CGH will also provide the cross-walk daabase for
identification of the images belonging to a particular section.
ERES/CGH will also perform a Roadway Asset Inventory of the in-road assets Using the ROW
images and GPS data collected in both directions during the Asse~ Management Data Collection
Survey, as well as a digital work station. The roadway assets to be inventoried include those
located within the curb lines. Specifically we will identify the type of asset and GPS location of
the Roadway Assets visible in our ROW images. The Specific assets to be identified include the
following:
· Curb Inlets
· Drop Inlets
· Large Manholes (24-in dia or larger)
· Small Manholes (lessthan 24-in dia)
· Large Valve Box (24-in or larger in longest dimension)
· Small Valve Box (less than 24-in in longest dimension)
The dimensions of the large & small manholes & valve boxes can be adjusted.
ERES/CGH will deliver an SQL Server database containh~g the GPS coordinates and the asset
type. In addition, we will provide a GIS layer showing the location of the road assets overlaid on
the City of Denton GIS map in ESRI's shapefile format.
At,the start of field data collection, ERES/CGH will perform a quality control program to
compare the device sensor outputs to ground troth measurements, thereby verifying system
accuracy. We will select two 1,000-f~ test sites, one asphalt-surfaced and the other exposed
concrete pavement. Inthe asphalt-surfaced test site we Will measure transverse and longitudinal
pavement profiles using a Dipstick device. We will also measure the longitudinal profile of the
concrete test site using the Dipstick, as well as measure joint faulting. ERES/CGH will compare
this ground troth data to the survey van output to verify the accuracy of International Roughness
Inde_.X (IRI),yu_R__in~g, and faultingmeasurements~ - ....
Task 3. Conduct the Ground Penetrating Radar Survey and Analysis
A ground penetrating radar survey of the 380 centerline-mile road network will be conducted by
ERES/GEOVision at prevailing roadway speeds using a 1.0 GHz, airrcoupled radar antenna
system manufactured by Geophysical Survey Systems, Inc. meeting TxDOT Specification No.
845-49-62. Survey operations will be planned to survey one lane of each two- and three-lane
roadway and one lane in each direction on all four or more lane roadways under the jurisdiction
of the City of Denton. All survey work will be performed during daylight hours.
The GPR'data will be analyzed by ERES/GEOVision using the RoadDoctor analysis software.
Digital images of layer thicknesses and profiles for each management segment will be provided to
the City on an external, USB 2.0 hard drive along with the Viewer version of the RoadDoctor
software.
Task 4. Upload the Inventory and Survey Results into the Database
ER.ES will upload.the ~esuks of the analysis of the semi-automated pavement distress survey into
· the PAVEMENTview Plus SQL Server database. This data will include the distress types,
severities, and extents picked offthe video imaging, as well as the average IRI, rutting, and
faulting values for each roadway segment in the database. Customized data entry screens Will be
developed in PAVEMENTview Plus for this effort. ER,ES will also enter the number and nominal
thickness of.each layer for every roadway segment in the database, as determined from the
analysis of the GPR data.
Task 5. Customize the Pavement Management Software
The following paragraphs describe the steps we will take to fully customize the software to meet
tho project needs.
Step 1: Develop Pavement Performance Models: ER.ES will develop pavement performance
models based on the pavement condition data collected in Task 2 and the layer thickness data
collected in Task 3. This performance modeling will use the pavement "family class" approach,
where a "family class" is defined as a group of pavements with similar composition and use. The
surface condition index (SCI) of every segment in the network will be plotted against its "date of
last resurfacing" to develop a Denton-specific deterioration model for each family class. These
models are then stored and used by the PAVEMENTview Plus software to predict the future
performance of the network and trigger specific rehabilitation recommendations at the proper
timing.
Step 2: Develop Maintenance, Repair, and Rehabilitation (MRR) Activity Selection Criteria: The
objective of this step is to establish a table of realistic MRR activities that can be applied to the
various pavement family classes based on the amount and type of distress present in the pavement
section. To do this, ERES will use the following procedure:
1. Prepare a preliminary list of MRR activities that can be applied to the different pavemant
family classes based on input from the City and ERES's experience.
2. Submit this list to the City for review.
3. Schedule a customization meeting with the City to establish the f'mal MRR decision
matrix~--During-this-meeting, the-timing; co~t, and ant/eipared-ben~fit-ol' ~Iy~lii~-/i
certain activity to the various pavement family classes will be established.
4. Integrate the IvlRR decision matrix into the PAVEMENTview Plus software.
Step 3: Customization Meeting: ER.ES will conduct a 1-day customization meeting with the City
staffto customize the engineering analysis models in the PAVEMENTview Plus pavement
management software so that they accurately reflect the performance of the City's road network
and incorporate the City's maintenance and rehabilitation practices and anticipated funding
levels. At this meeting, ERES will gather the City's inpm for finalizing the models.
Step 4: Establish Budget Scenarios and Work Priorities: During the customization process,
ERES will define the different budgeting scenarios and priorities that the City wants to use in the
analyses. This information will be gathered during the customization meeting and through
follow-up interviews and contacts with City personnel and will include, as a minimum,
considerations of short-term, existing budget constraints and long-term, least cost, and life cycle
cost. budgets.
Task 6. Develop the Work Plan
ERES will prepare a complete work plan, including the timing of projects and staff allocations,
using the simulation capabilities of PAVEIVlENTview Plus. This software package will allow the
City to generate several different budgeting scenarios that effectively illustrate:
· The adverse effect delayed rehabilitation would have on pavement condition
· The benefits of applying a pavement repair strategy in a timely manner.
To accomplish this, PAVEMENTview Plus will select a single activity from a list of feasible
alternatives to maintain or repair a given pavement section. PAVEIvlENTview Plus uses a
benefit/cost analysis to evaluate not only the additional pavement life anticipated by the
application of an activity, but also the change in condition provided by that activity. The result is
a benefit/cost ratio that can be used to rank activities based on their overall cost-effectiveness to
the City.
To accommodate realistic funding scenarios and exceptions to standard funding procedures,
PAVEMENTview Plus also allows the selections to be overridden (or filtered) in eases where
political or managerial factors prohibit the selection of the most cost-effective activity, or where
projects were already,in the pipeline" prior to implementing the program. The feasible
alternatives for each segment are evaluated on an automated life cycle benefit/cost analysis and
then ranked in order from the most beneficial to the least beneficial, based on the pavement
segment's priority among other pavement segments and actual dollars available. Based on user
input, budget estimates, and the prioritization scheme, the projects are ranked fi.om the highest
benefit/cost ratio to the lowest for each of the years in the budget analysis.
The initial work plan will be prepared for the City of Denton under the assumption of unlimited
budgets for each of the budget categories (maintenance, repair, reconstruction). This plan will
identify the optimum time to repair each segment, regardless of its level of importance, its size, or
where it is situated relative to other segments that may or may not have been triggered for repair.
The results from this analysis will provide interesting insight into where each pavement segment
currently lies in the deterioration curve; however, it is not realistic from an operational or
budgetary viewpoint.
A "no available funding" scenario will also be developed to illustrate how the City's roadway
network will deteriorate if not properly maintained. Additional repair programs will be generated
using a range of more realistic annual budget levels to determine the funding required to maintain
the network at its current OCI or any specific OCI desired by the City. The additional scenarios
will also take into account projects that have already been committed by the City during the
analysis period.
Task 7. Generate the Final Report
A summary report will be delivered at the completion of the project. The report will document
the data collection processes and results, as well as ~he customization of the software that was
performed. Appendixes will also be included that contain pavement management system-
generated reports showing information on inventory, pavement condition, performance models,
maintenance and rehabilitation decision criteria, budget scenarios, unit pricing, pavement life
expectancy~ and the work plan. As part of the documentation, a comprehensive user's guide for
PAVEMENTview Plus will be provided to the City to compliment the software's on-line help
system.
2B. OPTIONAL SERVIcEs.
Task 8. Rename Image Files to Denton's Unique Segment ID
ERES/CGH will write a utility program to convert'our standard image file names to file names
associated to Denton's unique section ID. The precise format of this file naming convention will
be determined if Denton selects this option. ERES/CGH will run this utility to rename all the
image files to the file naming convention agreed upon. The deliverable will be the renamed image
files and an SQL database containing the image file names and their corresponding GPS
coordinates.
Task 9. Create a GIS Layer to Show the Location of Each Image by Image ~pe
ERES/CGH will use the GPS coordinates for each image to create a GIS map layer showing the
location of the image files in relation to the City of Denton's GIS map. A GIS layer will be
created for each type of image (pavement, ROW & sign) with each image represented by a point
on the layer. Any points that do not appear in the appropriate location on the GIS layer will be
corrected on the GIS layer to the appropriate location. ERES/CGH will also programmatieally
correct the GPS coordinates assigned to each of the images with anomalies. We anticipate
approximately 10% of the points will need corrected. The deliverable for this option will be GIS
shape files containing the corrected point layers, and a database file containing the image file
names and the corresponding GPS coordinates.
Task JO. Sign Inventory and ConditionAssessment
EKES/CGH will perform a Sign Inventory and Condition Assessment using the ROW and sign
images and GPS data collected during our Asset Management Data Collection Survey.
ERES/CGH will identify the type of sign, its GPS coordinates, and up to five attributes for each
sign. The five attributes include 1 measurable attribute and 4 attributes selectable from short pick
lists of approximately 5 or 6 items each. ERES/CGH will deliver a SQL Server database
containing_the G_P._S coordinates,, sign type~and the five attributes for~aoh sigm. -In-addition,
ERES/CGH will provide a GIS point layer showing the location of the signs overlaid on the City
of Denton GIS map.
Task 11. Pavement Marking Inventory & Condition Assessment
ERES/CGH will perform a Pavement Marking Inventory and Condition Assessment using the
ROW Images and GPS da~a collected during our Asset Management Data Collection Survey.
ERES/CGH will identify the type of pavement marking (i.e. eenterline, edge line, lane separator
line, pavement delineators, stop bars, cross-walks (begin & end), school crossings, railroad
crossings, and legends), their corresponding GPS coordinates, and up to six attributes. The six
attributes will be ones selectable from short pick lists of up to 6 items each. ERES/CGH will
deliver a SQL Server database containing the type of pavement marking, the corresponding GPS
coordinates, and the six attributes. In addition, ERES/CGH will provide a GIS layer showing the
location of the pavement markings overlaid on the City of Denton GIS map.
2C. COST ESTIMATE
The breakdown of labor hours, total costs, and unit costs per mile by task for Basic and Optional
Services is shown in Table 1.
ERES
Task Description Labor Total Unit Cost
Hours Task Cost Per Mile
($) ($)
· 1 Preliminary PM Tasks 128 21,702.41 28.56
2a Video Data Collection and Analysis (760 mi) 24 108,214.86 142.39
2b Asset Data Collection'/Analysis (760 mi) 8 42,160.64 55.47
3 GPK Survey and Analysis (380 mi) 8 101,686.59 267.60
4 Upload Data into Sogxvare Databases 144 7,722.58 10.16
5 Customize PMS Software 40 5,252.01 6.91
6 Develop Work Plan 56 4,760.48 6.26
7 Generate Final Implementation Report 64 8,072.91 ' 10.62
8 Rename Image Files 7 6,075.41 7.99
9 Create GIS Layers for Images 7 17,402.53 22.90
10 Conduct Sign Inventory / Assess Condition 15 64,327.58 84.64
11 Conduct Marking Inventory / Assess Condition 7 87,134.62 114.65
2D: SCI~EDULE
The ERES team can begin work on the project within one week of receiving notice to proceed,
and we will complete the project within a 6-month time frame. Figure 1 provides the proposed
schedule for each task.
2E. QUALITY ASSURANCE
ERES's Project Manager, Dr. Paul Foxworthy, Will be responsible for the overall quality
management of this project. He will coordinate with various team members to ensure that high
quality standards are maintained.
To ensure technical quality, the Task Leaders and the Quality Assurance Manager, Mr. Harold
Von Quintus, will review the technical components of the project. In compliance with our '
corporate "Two-Person Rule," these professionals will scrutinize the project team's work efforts
to ensure that accurate and consistent methodologies are used. The Project Mmager, Task
Leaders, and Quality Assurance Manager are experienced pavement management practitioners
who will critically evaluate findings and recommendations for technical soundness, practicality,
and ease of application.
Dr. Foxworthy will work very closely with the project team's Task Leaders to ensure that the
project schedule is maintained and that project de~tlines are met. In add!tion, Dr. Foxworthy will
monitor the project's progress, tasks, and milestones.
1.1 The At,intent or Engineer's services consist of those services for the Project (as defined in the ngrcement (~he-Ag~mcnf ~ aad~ (~,~,~ to ~
exercised by members of the same profession currently pracllclng in the same locality under similar condition, including reasonable, informed jedgruents and prompt timely
. -actinns-(the-L'Dngree-of~Care~)~-The~Service~shall~e.-p~form~d~.s egt~didouslyas i~oonsistent~ith~the4~g~e~of ~am neo~a~or~tho orde~ly-pmgle~-of-tho-Pmject.
ARTICLE 2 SCOPE OF BASIC SERVICES
2.1 BASIC SERVICES DEFINED The Design Professional's Basic Se~icea consist of those descti~edinS~:c~ms2.2~'u~cugh2.6oflt~seGemmlCcndificm~ed~,~ht-
without limitation normal structural, civil, mechanical and electi-ical engineering s~dces and any other enginemng savkes no.,~.~, te ixeduoe a canpl~ ara accmate srt of
Construction Dccuments, as described by and required in Section 2.4. The Basic Services may be modified by the Agreement.
2.2 SCHEMATIC DESIGN PHASE
2.2.1 The Design Professional, in consultation with the Owner, shall develop a written program for the project to asce~cin Owner's needs and to establish the
requirements for the Project.
2.2,2 The Design Professional shall provide a preliminary evaluation of the Owner's program, constmc~a sthed~ and cce~i~im budget requ~m~ cash in
terms of the other, subject to the limi~ions set forth in Subsection 5.2.1.
2.2.3 The Design Professional shall review with th~ Owner alternative approaches to design and construction of the Project.
2.2.4 Based on the mutually agreed-upon program, schedaleand con.stnw.~on bxiget rcquilemcnts, 0~eDesign pmfessionalshall pte~m~, for approvalbythe Owner,
Schematic Design Documents consisting of drawings and other documents illustrating the scale and mlshonship ofI~oj~ comtxng~. Th~ ~fic. Dcsi~nshall
contemplate compliance with all applicable laws, statutes, ordinances, codes and regulations.
2.2.5 The Design Professional shall submit to the Owner a preliminary d~silcdestim~ ofC. Imsth~onCo~bascd onctm~tmca, v0Iuweorothcr trait costs ced
which indicates the cost of each category of work involved in constructing the Project and establishes an elapsedtime factor for thepeded of time
commencement to the completion of construction.
2.t DESIGNDEVRLOPMENT PHASE
2.3.i Based on the approved Schematic Dealgn Documents and any adjus~nents authorizexl by th~ Owner in the pmgnam, sched01~ cr ccmtalcfi~n budge:, file Delhi
Professional shall prapam for approval by the Owner, Dealgn Deveinpment Documents consisting of drawings and other documents to fix and describe the size and
character of the Project as to amhitoctural, structural, mechanical and elec~¢al systems, materials and such other clam~as may b~ al~opda~, which shai rumply
with all applicable laws, statutes, ordianneCS, codes and regulations. N~twithstauthug Own~s approval of the dec--ts, Design Pmfc~sinnal represents that the
Documents and specifications will b~ sufficient and adequate to fulfill the purposes of the Project.
2.3.2 The Design Professional shall advise the Owner of any adjust meng teth~pl~mina~eztimateof~Costinati~therDeteiled S~,~t~s desctibed
in gectinn 2.2.5.
2.4 CONSTRUCTION DOCUMENTS PHASE
2.4.1 Based on she approved Decign Development Documents aed any forther adjustments in the scope or quality of the Project c~in t[-e~comtmctien budget
authorized by the Owner, the Design Professional shall prepare, for approvsi by the CXwer, Cem~oion Dccume~ ~ ~ and Sl~e~r~ sett~g
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 Dealgn Profosalonal shall assist the Owner th the preparation ofthe necessary bidding er pmcurclnent informagon, bidding or pmctwen-ient fonm. the
Conditions of tho contract, and the form of Agreement between the Owner and contractor,
2.4.3 The D~ignPmfemi~nalthal~advisethe~wn~r~fanyadjustmentst~p~vi~uspr~imi~arye~ima~es~fC~mimeti~nC~ztindicatedbychangesin~ts
or general market conditions.
2.4.4 The Design Professional shall assist the Owner in connection with th~ Own~s reaponm~oigty for fillng doounen~s uxtcimd for the~l~uvdiofgovcmmental
authorities having jurisdiction over the Project.
2.5 CONSTUCTION CONTRACT PROCUREMENT
2.5.1 The Design Professional, following the Owner's approval of the ConshuclionDcoalle~andoffi~latestpmlircina~dgaged esilm.~ofCcv~i~ionCc~
shall assist th~ Owner in procuring a consmicfi ,on contract for the Project through any procurement method that is legally applicable to foe Proj~c~ including without
Page 1 of I
C:\WINDOW~TI~MP \GI~ERALI-doc Revised 5-30-02
limitation, the competitive sealed bidding process. Although the Owner will consider the advice of the Design Profesalonal, the award of the conslzucfion contract is in
the sole discretion of the Owner,
2.5.2 Iftbe construction contract amount for the Pwject~eeedsthot~alconstwcfioncostoftbeProjectasset foahlntheapprovedDtsalladStstementofPmbsble
Const~c finn Costs of the Projcc{ submitted by the Design Professional, then the D~ign Professional, at its sole cost and expense, willzevbe the Ccmts~tien
Documents as may be required by the Owner to ~duce or modity the quantity or quality of the work so that the toad construction cost of the Project will not exceed
the total construction cost set forth in the approved Detailed Statement of Probable Construction Costs.
2.6 CONSTRUCTION PHASE - ADMINISTRATION OF THE CONSTRUCTION CONTRACT
2.6.1 The Design Professional's responsibility to provide Basic Service~ for th~ Ccea'auc~ion Plmeuader thisAg~esn~at commences withthe avmdoftheCc~a:t
for Construction and terminates at the issuance tn the Owner of the final C?_rt_if~ca~fo_[ Paxm__ep_t, unless ~te~lad undex th~ terms of Subs~tion 8;3.2.
2.6.2 The Design Professional shall provide detailed administration of tbc Contract for Conllm~don asset fo~hbslow. F0r designpmfe~onalsa theadmiais~on
shati also be in accordance with AIA document A201, Oeneral Conditions of the Contract for Construction. cun~at a~ oftbeds~ oftbeAgteemmt asmaybe
amended by the City of Denton special conditions, unless othe~MZelXovided thtbc Agn~m~nt~ For en~tbsadminialrabcn shall alsobein aceoMancewiththe
Standard Spealfieadons for Public Works Construction by the North Central Texas Council o f Ooveiranm~ cummt 0z of the date of tbs A~e~mt, unless othevd~
provided in the Agreement.
2.6.3 Construction Phase duties, reeponsibitities and limit edens of authotity of the Design Professinnai shad not be rczhicted, medifiad ct eater.'ed witbeut vM~m
agreement of the Owner and Design Professional.
2.6.4 The D~ign Profe~ionfil shall be a ~tslivo of and shall advise and consult with the Owner (1) during conz-truction, and (2) at the Owneds dir~don from
rime to time during the correction, or wammty period described in the Contract for Cons~ucticv. Tbc l~gn P,u f=-4t~alshall have altbefity te sat onbefialfoftbe
Owner only to the extent provided in the Agreement and these General Conditions, unless othelmise modified by written instrument.
2,6,S The Design Professional shall observe the construction sit~ at least one time a week, while construedon ia in procter, and aa reasonably neg. ossary while
construction is not in progress, to become familiar with the progr e.~ aed qusiby of the work completsd and te de~maln~ iftbc work is being iza-fonnad in a mentor
indicating that the work when completed will be in accor thnce wlth tbe Contract Document. Design IM}fe~ional shall pmvid~ Owner a vaiRen n~x.t subaeqve at to
each on-site visit. On the basis of on-site observations the Design Professional shall keep the Owner informed of the process and quality ofth~ v~lk, sad shall
exercise the Degree of Care and diligence in discovering and promptly r sp erring te the Own~ my oMe~ablo dffec~ or defiriemi~a in tbs va~kof Czma:ter c~ any
subcontractors. The Design Professional represents that he will follow Degree of Care in performing all $oMce$ under ~ Ag~mem 'll~ Design Ps o?~ml shall
pro mptly correct any defective designs or speoificafiorm furnished by the Design Profe~ional at no cost to the OWner. The Owners approval, agc~a~e, us~
paymen~ for all or any part of the Design Professinnal~s Services hereunder or Of the P reject its~fshallinno way sitec ibc Design P00fezaloml's obligati~ma ar tbe
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 means, methods, tocin~sequem~cr
pro ceduren, or for safety precautions and programs in connection with tbe work. The Design Pm f~sionul shall not be l~sponsible for the Conlractofs scbcdalez or
failure to carry out the work in aocordance with the Conttact Documents except ironer ~ susa failu~ may ~suIt dom Dean P~of~,~rsah; neg~ aOz cr omis-
sions. The D~sign Professional shall not have control over or charge of acts or omissic~s oftbc Cc~actc~,Subcontracte~ cr tbcir age,s cr emplayees, or ofa~y
other persons performing portions of the work.
2.6.7 Tho Design Professional shall at all times have access to the work wherever it is in preparation or progress.
2.6.S Exempt as may otherwise be provided in the Contract Dae~nents or when direct communlcatiomhavebeensiz~allyau~c~d, theOwnerandCao~c~
shall communicate through the Design Pmfessionul. Communications by and with the Design Professional's consul~mts shall be through the Design Professional.
2.6.9 Based on the Design Professional's obsen, alinns at the site of the work sad evaluations of tbe Contractor's Applications for Payment, the Dealgn Prothasional
shall review and certify the amounts due th~ Contractor.
2.6.10 The Design Professional's certification for payment shall c~nstite~an~l~e~ev~i~ate~be~wr~'~x~ad~nthe~esignPmi~ssicm~etvatic~sattbesiteas
provided in Subsection 2.S.5 and on the data comprising the Contractor's Application for Payment, that the work has progressed to the point iv dlo~,~ and that
quality of the Work is in aecordance with the Contract Documents. The foreg0ingropt~z~aticosa~subjectteminoedsviafio,~sfiz}mtbcCc~,atDoamaentacor-
rectable prior to oompletinn and to specific qualifications expressed by tbe Design Professional. Tho i~uance of a Cettifica~ thr Payme~ shall thtiher ccmthu~ a
the Design Professional has (1) reviewed ¢onstmotion meai~, methods, techniques, sequences cepmcedu~a, or (2) azce~dmd bew or f~r wbct puqx~e ~e Ccnlmcl~x
ha8 used money previously paid on account oftbe Contract Sum.
2.6.11 The Design Professional shall have the responsibility and authoritytemjectworkv~ichdoea notcenfom~totbs Ca~raatDocunea~. Wheax~tbsDe~gn
Professional considers it necessary or advisable for implementation of the intent of the Contract Doeummts, tbeDesignPmfessicmlwfllbax~authad~ytetequ~
additional inspection or testing of the work in accordance with the provisions of the Contract Documeul~,wh~bcr or nat suchWorki~ thbficated, imtslled or
completed. However, neither this authofityoftheDesignProfeasionalnor adedsionmadoingoed faitheith~r toexelciaeornotexer~-~ze such au~mity shall give ti~e
to a duty or responsibility of the Design Professional to the Contractor, Subcontractors, material and equipment supplie~lt~ragentsceemp~c~oth~xpetsom
performing portions of the work.
2.6.12 Thc Design Professional shall review and approve or take othex appropriate action upon Contractor's submittals such as Shop Drawlngs. tM~uct l~aand
Samples for the purpose of (1) de terminivg compliance with applicable laws, ststotss, ordinances and cmie~; and (2) determining whether or not the work, when
completed, will be in compliance with the requirements of the Contract Documents. The Design Professional sh all act with a~h ~ceublxpml~gme~ ~ e~ ~,~ re
delay in the work or in the constraotion of the Owner or of separate eontsactors, while allowing mt~a:imt litm th ~ l~ign Fmfemima~ i~a~sicml jadl~neat to
permit adequate review. Review of~uchsubmittalsisnatconductsdfor tbepurpo~ofdsl~-nfiulngtheaccuracyandcompl~:ne~ofotherdstsils suchas divlgnsion$
and quantities or for substantiating instnlefions for installation or performance of equipment or systems designed by the C.~ffac~r, all
responsibility of the Contractor to the e~te:~t v~i~d by tbe CcaWaatDocun~ats. ThoDesign Professional's mvi~w shall not COl~titute approval ofsafetyptzcaufiov~
or, unless otherwise specificulty stated by the Design Professional, of consWa¢fion means, meth0ds, ~ aeque~ea ar ix~aaMua~.
approval of a ~pecific item shall not iadlgato approval of an a~sembly of which the item ia a ~omponenL When prothc, sinnai certification ofpet~mlance
Page 2 of 2
C:\V~INDOWST~v~ \~ENERAL 1 .doc
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of mataJals, systems or equipment is required by the Contract 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 th~ Contract Documents.
2.6.13 The Design Professional shall prepare Changc Orders and Consh'uciion ChangeDi~cthes, withsuppor'dng documentsfienaad datsifdeemednecessmyby
the Design Profcssinnal as provided in Subsections 3.1.1 and 3.3.3, for the Owner's approval and exe cadon in acconlan~ wi~h the Coalmc/Docume~, and may
authorize minor changes in the work not involving an adjustment in the Contract Sum or an extension of thc Contract Time which am n~t inconsis~t with thc ~
of the Contract Documents.
be in writing or in the form of drawings. When maldng such in~pr~ations ami h/iai decisiom, the Desiin Pmfessfonal shall endeavor to scone faitkihl peribnmnce
ARTICLE 3 ADDITIONAL SERVICES '
3.1 GENERAL
3.1.1 The services described in this Ar ticin 3 are not included in Basic Servfoes unless so identified in the Ag~emmt cr Ftepcsal, and they d~dl bepaid f~r by ~
Owner as provided in the Ag~cment, in addition to ~ compensation for Basic gen, ice~. The services dcscrfoed under Sections 3,2 and 3.4 shall only bo provided if
authorized or confirmed in writing by the Owner. [ f services de scat)ed under Continent Add/demi Sovices in Secdon 35 ~r~ tequi~d doe to c/n:t.vm~:es '~eycod
the Design Professional's control, th e Design Profosalonal shall notify the Owner in writing and shall not commence
approval from foe Owner to pro.ed. If foe Owner indicates in writing that all or part of such Confingn~ A~/timal ~e~ices am n0t gq~ed, theDe//gn
shall have no ob]igntion to provide those sei'~ices. Owner will be responsible for compensating the Des/gn P~ufmAmal f~-Cor//ngent Add~onalSe~:esm]y~
they are not r~quired due to the negligence or fault of Design Professional.
3.2 PRO~ECT REPRESENTATION BEYOND BASIC SERVICES
3.2.1 If more extensive representation at the site than is described in Subsection 2.ti.5 is required, the Design Professinnalshall pwvidoomor mc~Pwject
Representatives to assist in carrying ou~ such additional on-site responsibilities.
3,2.2 Project Representatives shall be selected, employed and directed by the Design Pwfeasional, and the Des/gn Pmf~ond sb~ ~e comfgr~d ~as
agreed by the Owner and Design Professional.
3.3 CON'HNGENT ADDITIONAL SERVICES
3.3.1 Making material revisions in Drawings, Specifications or other documents when such revisions are:
I. inconsistent ~vith approvals or instructions previously giwn by the Owner, incluthng rovis/ms mede ma:ssa~ybyat~utm~e~inthe Owr~s
program or Project budget;
2. required by the enactment 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 Owner's failure to render decision in a timely mariner.
3,3,2 Providing services required because o f significant changes in thc Proj ecl including, but not limited to, alze, qualily, o~mpk~ity, ix the Owners sshedu~ er, rapt
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 connectim w~ ill. ge O~im a~i
Construction Chango Directives.
3.3.4 Providing consuitstion concenting replacement of work damaged by fire or other cansc thuing consti-ucfion, and fm/thhg s~rci~s ieqai~xl h~ c~mecfi~n w/th
the replacement of such work.
3.3.5 Providingservic~smad~nec~ssa~ybythedda~t~ftheC~nhactor~ymaj~rdefe~ts~rd~ciendesinfoew~rk~ftheC~n~:tor~rbyliikr~fp~f~
of elther the Owner or Contractor under tho Contract for Construction.
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C:\WINDOWSiI'~VIP \GENERAL 1 .doc P~vised ~-30-02
3.3.6 Providing services in evaluating an extensive number of claims submitted by the Contractor or others in connection with the work.
3.3.7 Providing services in connection with a public hearing, athitrafionproceeding or legal proceeding except wbere the Designprofessionalis party th~to.
3.3.8 Providing services in addition ta those reqalred by A~inle 2 fur prepa~ng ducuments for al~e. ssp~ta or s~n~ ~in~m
with bidding or construction prior to the completion of the Construction Documents Phase.
3.3.9 Notwithstanding anything contained in tho Agreement, Proposal or these Gcneud Conditions to the contrary, all services desctibedinthis ~ 3 ~ a~
caused or n~.~ssitatad in whole or in pa~t due to the negligent act or omission of the Design Prof~,sional shall be performed by the Design Profo~ional as a part of the
Basin Services under the Agreement with no additinnal comp~asadon above and be~oud the compensation due the Design Professional for tho Basic S~ndcez. The
interveui~!g or concurrent negligence of the Ow~e~r r~aall~lot limit the Design PrnF~ssio.qal's obligntions-under-this~ubs~.-tion 3;~;9. -. ~
3.4 OPTIONAL ADDITIONAL SERVICES
3.4.1 Providing financial feasibility or other special studies.
3,4.2 Providing planning surveys, site evaluations or comparative studies of prospective sites.
3.4.3 Providing special surveys, environmental stodies and submissions required for approvals of governmental authedti~s or othe~ having jurisdiction o~l~o
Project.
3.4.4 Providing services relative to future facilities, systems and equipment.
3.4.5 Providing services to investigate existing conditions or fauitities or to make measured drawings thereof.
3.4.6 Providing services to verify the accuracy of drawings or other information furnished by the Owner.
3.4.7 Providing coordination of construction performed by separat~ conlmeta~ orby the Ownees own fo~:esand~ofs~x4ces re~hlccralecfimwith
construction performed and equipment supplied by the Owner.
3.4.8 Providing detailed quantity surveys or inventories of matafial, equipment and labor.
3.4.9 Providing analyses of operating and maintenance costs.
3.4.10 Making investigations, inventories ofmatatials or equipment, or vainatior~ and detailed appraisals of exlsting facilities.
3.4!12 Providing assistance in the utiiization of equipment or systems such as resting, adjusfingaudbalam~l~l~m~onofcizataionandmal~eo~n~mml~'
training personnel for operation and maintenance and consultation during operation.
3.4..la Providing interior design and similar services required for or in connection with the selects, plxxmlmznt or installafian oflim~ fumlshlngs and rdiz~d
eqmpment.
3.4.14 Providing seavices other than as provided in Section 2.6.4, al~er issuance to the Owner oftbe final Cecdfieata for Payment and expiration oftbe Warranty
period of the Contract for Construction.
3.4.1~ Providing services of consditants for other than archi~alml, clvil, stru~ mccbsdical and eleeaicaleugin~Padiom oftheProjectlmavided~apaRof
Basic Services.
3.4.1 ~ Providing any other services not otherwise included in this Agr~ment or not cnstomadly furnished in accordance with gen~a~y ac~ ~
practice.
3.4;17 Preparing a set of reproduciblc record drawings in addition to those required by Subsection 2.6.19, showlng~fican~ ~ in tl~ vx~t~ made c'~ cas-
simc tion 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 Ge neral ~ ~o the cctslary, ail services descn'bedin fids Adicl~ 3 thalal~
caus~ or necessitated in whole or in pat due to the n~gligent act or omission of the Design Profe~ional shall be performed by the Design Professional as a pm of the
Basic Sev~ines under the Agreement with no additional compensation above and beyond the compensation due the Design Professional for th~ Basic Set'Aces. Tbs
intervening or concurrent negligence of the Owner shall not limit the Design Professional's. obligations under this Subsection 3.4.18.
ARTICLE 40~R'S RESPONSIBILITIES
4.1 The Owner shall consult with the Design Professional regarding requirements fo£ the Project, including (1) the Owneds 'obi e¢~i~s, ¢2) a/aedule and A~
constraints and criteria, in cluding ~pac¢ requirements and reladonshlps, flexibility, expendability, special equipment, systems and site requirements, as more sped-
fically described in Subsection 2.2A.
4.2 The Owner shall establish and update an overall budget for the Project, including the Ccmtmctinn Cost, tbeOwnees other co, ts aud ~-msonable confing~mcies
related to all of these costs.
4.3 If requested by the Design Professional, the Owner shall fomiab evidence thnt financial awangements have been made to fulfiilth~Owr~sobli~,mdir fnis
Agreement.
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C:\W1NDOWSTEMP \GENEE.A.L 1.do~ Revised 5-30-02
4.4 The Owner shall designate a r~ve authorized to act on thc Owners behalf with respect to the Proj eot. The Owner or such authot~ed representative shall
render decisions in a timely manner pertaining to documents submitted by the Design Professionalinct&ttoa~:~dunteas~mbledehyin~eeethdynndse~faentiaI
progress of the Design Professional's services.
4.5 Where applicable, the Owner shall furnish surveys describing physical cboraaerk~ics, legnllimitsfionsanduthityk~caiev, s for thesiteoftheFtoject, andawfi'~en
legal description of the site. The surveys and legal information shall include, as applicable, grades nedilnes ofs~'~z, alleys, pa.,.emetss artl ndjoitfing property ~:l
structures; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations,
dimensions and necessary data pertaining to existing builthngs, other improvements and te~es; and information concerning available ut~ ger,,ices and line% bo~
pqblic and private, above and below grade, thcluding inverts and depths. All the Information on the survey shall be refureneed to a project benchmark.
4.ti Where applicable, theOwnersh~llfumish theservieesofgeoi:eelmiealeng~neerswhensuehservieesaretequsstedby the De~ignPmfesfior,~l Suehsavicesmay
inalude but are not limited to test borings, test pits, determinafion~ of soil beating values, percolation tes~ e~tnfiom ofl~nmk~s ~q~te. gt'~mfi con. den and l~
alstivlty tests, including necessary operations for anticipating sub-soil conditions, with reports and appropriate professional recommendations.
4.d.1 The Owner shall furnish the services of other e~sul~mtswhensu~hseavie~am~ens~nab~yrequkedbythese~pe~ftheP~jeot~ndamt~ques~dby~
Professional and are not retained by the Design Professional as part of its Basic Services or Additional Services.
ARTICLE $ CONSTRUCTION COST
g.1 CONSTRUCTION COST DEFINED
5.1,1 The Construction Cost shall be the total cost or esthna~d cost to the Owner of ail elemenls o f tbo Pwj~ct designed or q~:ified by the Deslgn Ptofe~ional.
5.1.2 The Construction Cost shall include the cost at cur mat market ra~soflsharond mat~'ials thmish~by theOwnera~d equ~d~ specified, selee~dor
specially provided for by the Design Professional, plus a reasonable allowance for the Contraetefs overhead and profit. In adc~tio~ am~tmshte allowame fcrcon-
fingnncies shall be included for market conditions at the time of bidding and for changes in the work during construction.
5.1.3 Constmcrion Cost does not include the compensation of the Design ProfessionalandDesign Pmfessional'sconsaltsnts, the eo~z oftbo land, rightsof-way,
financing or other costs which are the responsibility of the Owner as provided in Article 4.
5.2 RESPONSIBILITY FOR CONSTRUCTION COST
5.2.1 Evaluarions of the Owner's Projeot budget, preliminary estimates of Cons~uefion Cost and detailed estimates of Com~uedc~ Cost ~ed by ~he Dedgn
Pro fossio~al represent the Design Profrssional's best judgment asa design profesalona~ familiar with the consVwction thdu~y. Iris ma:~gnized, bowevo', th~nei~r
the Design Professional nor the Owner has control over the cost of labor, materials or equipment, over the Con~s methods offl~,,..'..h~g ~d Ixices, crov~
competitive bidding or market conditions. Accordingly, the Design Professional cannot and does not warrantor mpve~agbiflsc~ccgtpmptm!sw~natway
from the Owner's Project budget or from any estimate of Construction Cost or evaluation prepared or agreed to by tho Design Professional.
5.2.2 No fixed limit of Construction Cost shall be established as a condillon of the Agreement by the furnishing, pmp0mlcr eslal~i~b;~ent ofal~rojectbadget, unkm
such fixed limit has been agreed upon in writing and signed by the parties t he~o. ffsuch a fixed limit has bom eztsblithecl, the Design Pmfea6onal s[',al[ bo pem~it ~xi
included in the Contract Documents, to make reasonable adjust mentsin the ~cope of the Project and to include in the Conteact Doetmmts altm~e bids to ad~a~st &e
Construction Cost to the fixed limit. Fixed limits, if any, shall be increasedththeamount ofaninc~zs~ththeCcv~act Sumccauamg niter e0ax~imofthe Ccniract
for Construction.
C:\WIND OWS~TEMP \GENERAL 1 .dcc Revised 5-30-02
6.2 Submission or dism~bution of documon~ to meei official regulatoi~ requirements or for ~ p~ ~ ~tion ~ ~e ~t is not ~ ~ ~m~ ~ p~go~
in derogation oftbo Design Professional's reserved fights.
ARTICLE 7 TERMINATION, SUSPENSION OR ABANDOKRIENT
7.1 The Desigu Professional may temfinate the Agreement upen not l~s than thirty days writtan notice sho~d the O~er ~I ~y O ~h ~ ~&&~
terms of the Agreement through no fault of the Design Plof~ssional. Owner may telmlnate the Agreement or any phase thereof with or without cause upon tEigy (30) days
prior written notice to the Design Professional. All work and labor being pe~lmed under the Agreement shall cease imme&~tdy upon Design Pwf~sional's l~eipt ofswh
notice. Before the end of the th~ (30) day period, Design Pwfossional shall invoice the Owner for all work it satisfactorily performed pfilxtothe ~ ofsuchno~ce. No
amount shall be doe for lost or anti~patsd profits. Ali plans, field surveys, and other data related to the Project shall become prop~tt'y of the Owner upon ten~ination of the
Agreement and shall be promptly delivered to the Own~rina~asonabiy orgauized fon~ Shoald Own~ subsequently con,'act with anew DesignPtofessional for cangnualion
of services on the Project, Des~ Professional shall coo~_erate in_ ~_viding information
7.2 ffthe Project is suspended by the Owner thr morcthan 30 consecu//wdays, theDesignPmfessional shallbe compensated forscrviee~ sat/sfact~tilypcffonnedprior to
notice of such suspension. When the Project is resumed, the Design Professional's compensation shall be equitably adjusted to pt~ovide for e~enses incunedin tbe ird~ml~m
and resuruption of the Design Professional's services.
7.3 The Agreement may be torminat~ by the Owner upon not less than seven days written notice to the Design Professional in thc event that the p n~jcc~is pem~t .ly
abandoned, lftbe Projcct/sabendonedbythoOwner thrmorethang0consecutiwday%th~Desi~nProfessinnalor theOwnermayts~alna~the,~tbyg/v/ngva/flc~
notinc.
7.4 Failure of the Owner to make payments to the Design Profession~ forworksalisfactodycompleledlnawordance with ge Ag~ement sbell be comlde~xisulx~nfinl cor~
performance and cause for termination.
7.5 Iftbe Owner fails to make payment to Design Professional within thirty (30) days of receipt ofasts/~me~thrsaMcespmierlyarJ ~b,-indlypxfcaned,~eDesi~n
Professional may, upon seven days written notice to the Owner, suspend performance of servines under the Agreement.
7.6 In the event of termination not the fault of the DesignPr~fe~i~nal~eDed~nPr~fessi~nalshal~beeempc~tsstedthrsa~vicc~p~per~yandsa~hthctai~ypeif~nuedpti~r to
termination.
ARTICLE 8 PAYMENTS TO THE DESIGN PROFESSIONAL
8.1 DIRECT PERSONNEL EXPENSE
8.1.1 Disect Pcrsonnal Expense is defined as the direct salatiez ofthcDe.~ign Pro~.~sional's persormel engaged on the Project and thepe~onofthe cost ofthe~r
mandatory and customary contribulions and benefits related thereto, such 0z emPloyment taxes and ntber statutes, employee ben~Is, hsun~ce, slckleaw, ~
vacations, pensions and similar contributions and benefits.
8,2 REIMBURSABLE EXPENSES
8.2.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by ~ Design p,,.r.~'~I and
Design Professional s employees and consultants in the interest of the Project, as identified in the following Clauses.
8.2.1.1 Expense o f transportation in connection with the Projeo; e~ens~in connection with ~ ott~f-~vwnlrawl; lon~ ~,,~'~a~ns~
and fees paid for securing approval of authorities having jurisdiction over the Project.
8.2.1.2 Expense of reproductions (except the reproduction oftbo sets of documents referenced in Subsection 2.6.19), Ix~ag~ and h/mdlng ot'Dmwi~s,
Specifications and other documents,
8.2.1.3 If autborized in advance by the Owner, expense of oveedme work requiring higher than regular rates.
8.2.1.4 Expense ofmndetings, models and mock-ups requested by the Owner.
8.2.1.8 Expense of computer-aided design and drafting equipment time when used in connection with the Project.
8.2.1.6 Other expenses that are approved in advance in writing by the Owner.
8.3 PAY1VIENTS ON ACCOUNT OF BASIC SERVICES
8.3.1 Payments for Basic Services shall be made monthly and, where applicable, shall be in proportion to services p~fc~r~xi within ench l~ase ofser, ive, catbe
basis set forth in Section 2 of the Agreement and the schedule of work.
8.3.2 If and to the extent that the time initially ~stabii~bedin~i~A~p~mentisexc~ded~rexi~ndadth~no~m~tof~DedgnPmfesd~nal~c~thr~my
services rendcrud during the additional period of time shall be computed in the manner set forth in Section 2 of the Agreement.
8.3.3 When compensation is based on a percentage of ConslmedonCcltaudanyporticasoftheProjectaredel~xiorothetwisenotconstn~ compemafion for
those portions of the Project shall be payable to the extent services are per formed on thee pertiom, in accorflame with the schedule set for~ in Section 2 of the
Agreement basexi on (1) the lowest bona fide bid or (2) if no such bid or pmpesal is received, the most recent preliminaxy estimate of Construction Cost or detall~l
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 Pro fessional's Additional Ser'~ices and for Ralmbursable Expense. s shall be mada mongdy within 30 daysl~erlhe
presentation to the Owner oftbo Design Professional's statement of services rcndared or expenses incurred.
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C:\WINDOWS~!ilvlP \GENERAL 1.doc Rsvised 5-30-02
8.5 PAYMENTS WITHHELD No deductions shall be made from the Design Professional's comp~t~enenaccount ofper~ty, li~. ~,q~,t~ag~or/~ers~mwi~a~d
from payments to contractors, or on account of the cost of changes in the work other than those for which the Design Professional is responsible.
8,ti DESIGN PROFESSIONALtS ACCOUNTING RECORDS Design Professional shall make available to Own~ er Own~s amhefizcd ~w records of
Reimbursable Expenses and expenses pertaining to Additional Services and services performed on the b~sis of a multiple of Direct Pe~sormel Expense for inspecti~and
copying during regular business heuvs for flute years dior the date of tho final Cerfificat~ of Paymeat, or until any litigation rchited to the Projeot is final, whichever date is
later.
9.1 The Design Professional shali indemnify and save and hold herm~ess the Owner and its offie~, agents, and empfoyee~ from and against any and all liability,
elamis, demand, damages, losse~, and expenses, including, hut not limited to co.ct costs and ~nnabhi attorney f~es incurred by the Owner, and inciuthng, ~
shar~holders, agents, or employees in the performance of the Agreement.
9.2 Hotldng he.in shall he construed to create a liability to ~ny ~t~on who is not a party to the Ag~ement. aud nothing h~fo shall waive any of the perrier' dathn~e~,
both at law or equi~, to any claim, cause of action, or lltigufion filed by anyone not ap~rty to the Agt~om~t. ~nohaling the d~f~n~ of g~mme~ ~ni~, whic~
defenses are hereby expresaly reserved.
ARTICLE 10 INSURANCE During the performance of the Servlees under the Agreement* Design profesalonal shall mdintain the following inmrancewi~hafl
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 injmy limits of not less than 51.000,000 for each o¢cuncnce and not less than $2,000,000 In the agg~gate,
and with property damage limits of not less than $100,000 for each occurrence and not less than 52~0,000 in the aggregate.
10.2 Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each pe~on and not less than 5500,000 for each accident, and with property
damage limits of not less than 5100,000 for each accident.
10.3 Worker's Compensation Insurance in accordance with statomry requiremenis, and Employers' Liability Insurance with limits of not less than $10g,00O for each
accident including occupational disease.
10.4 Professional Liability Insurance with limits of not less than 5 l~000,000 annual aggregate.
10.5 The Design Professional shall furnish insurance ccl~ificatcs or insurance pulicics 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 L~shility insurance policies shall name the Owner as an edthtion~ insured, the Workers'
Compensation policy shall contain a wale, er of subrogation In ~vor of the Owner, and each poliny shall contain a provision that such inmirance shall not be canceled ~
modified without thirty (30) days' prior written notice to Owner and Design Professional. ]n such cvcnt~ the Design Professional shall, prior to the ¢ffccdve date of the
change or cancellation, furnish Owner with substitute certificates of insurance m~efing the requirements of thin Article 10.
ARTICLE 11 IVI~SCELLAN~OUS PROVISIONS
11.1 TheAgreementshallhegovernodbythelawsoftheStstcofTex~. VcnueofanysuitorcameofaclionuodertheAgreemcntshe0tieexclusivalyInDentonCounty,
11.2 The Owner and Design Professional, respectively, bInd them~alves, theirpor~ne~,successo~ assigas and legahcl~cseatadvestotheotherpat~y to thi~ Ag~eraeat andto
the partners, successors, assigns and legal representatives of such oiler par~ with rc~pect to all covenants of this Agreement. The Design Pwf~alonal shall not assign its
interests in the Agreement Without the written consent of the Owner.
Agreement which together represent the entire and integrated agreement between the Own~ and Design l~ofcssloml and su~ all Ixior negedations, lci~s~tstionsor
agreements, either written or oral. The Agreement may b~ amcndad only by written instrument signed by both Owner and Design Professional. When inteqorcting the
Agreement tho executed Agreement, Proposal, these General Conditions and the other at taulu~ents mfi~mced in Scclion 3 of the Agreement shall to the extmt that is
reasonshly possible be read so as to heffnon~c the pmvialons. However, should tho provisions of these documents be in conflict so that they can not he reasonshly hennoalzod,
such (bcuments shall be given priority in the following order:
1. The executed Agreement
2. Attachraents referenced in Section 3 of the Agreement other than the Proposal
3. These General Provisions
4. The Proposal
11.4 Nothing contained in the Agreement shall create a contmctoulwhtionshlp wife or ac~se ofactionin favor ora third par~yagalnst dither the Owner or Dealgn
Professional.
ll.S Upon receipt of prior written approval of Owner, the Design Pwfessional shall have the dght to include re~cr~ of~e desiga ofthc Pn~ct, inc~ti'~
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11.6 Approval by the Owner shall not conshtute, nor be deemed a release of the responsibility and liability of the Design Professional, its employees, associates, agents,
subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such
responsibility by the Owner for any defect in the design or other work prepared by the Design Professional, its employees, subcontractors, agents, and consulmats.
11.7 All notices, communications, and reports required or permitIed under the Agreement shall be personally delivered or mailed to the mspect~ve parties by d~ositing
same in the United States mail to the address shown below signature block on the Agreement, certified mail, remm receipt requested, unless otherwise specified h~rcin.
All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days after mailing.
ll.g If any provision of the Agreement is found or deemed by a cou~ of ¢ompetont jufisdiedon to be invalid or unenforceabI¢, it shall be considered severable f~om 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 stricken provision.
11.9 The Design Professional shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work cove~d hereunder as they
may now read or hereinafter be amended during the term of this Agreement.
11.10 In performing the Services required hereunder, the Design Professional shall not discdminato against any person on the basis of race, color, religion, sex,
national origin or ancest~', age, or physical handicap.
11.11 The capti0ns of the Agreement are for informallonal pusposes oaly, and shall not in any way affect the substantive torres or eonditlons of the Agreement.
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