2002-115ORDINANCE NO.
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL
SERVICES AGREEMENT (PSA) WITH TURNER, COLLIE, & BKADEN, INC. FOR
ENGINEERING SERVICES FOR UNICORN LAKE - IH35E RAMP REPLACEMENT AS SET
FORTH IN THE CONTRACT; AND PROVIDING AN EFFECTIVE DATE (PSA 2812 -
PROFESSIONAL SERVICES AGREEMENT FOR ENGINEERING DESIGN OF UNICORN
LAKE- IH35E RAMP REPLACEMENT AWARDED TO TURNER, COLLIE, & BRADEN, INC.
IN THE AMOUNT OF $126,314).
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
WHEREAS, Theprofess~onalservlcesprowder(the Prowder)ment~onedlnthisordmance
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,
SECTION 1. That the City Manager is hereby authorized to enter into aprofessional service
contract with Turner, Collie & Braden, Inc., to provide professional engineering and related services
for the Unicorn Lake M IH35E Ramp Replacement, a copy of which is attached hereto and
incorporated by reference herein.
SECTION 2. The City Manager is authorized to expend funds as required by the attaehed
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 /~ dayof ./~tgF-/~/ ,2002.
EULINEBROCK, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
BY: ~ f
2-ORD - PSA 2812- Unicom Lake Ramp Replacement
PROFESSIONAL SERVICES AGREEMENT
FOR ARCHITECT OR ENGINEER
/~)f/ , , y 'ty , exas, a Texas municipal
County, Texas 76201, hereinafter called "Owner" and Turner, Collie & Braden Inc., with
its local office at 17300 Dallas Parkway, Dallas, Texas 75248 and its corporate office at
5757 Woodway, Houston, Texas, 77219-0089 hereinafter called "Design Professional,"
acting herein, by and through their duly authorized representatives.
In consideration of the covenants and agreements herein contained, the parties hereto do
mutually agree as follows:
SECTION 1
EMPLOYMENT OF DESIGN PROFESSIONAL
The Owner hereby contracts with the Design Professional, a licensed Texas
architect or engineer, as an independent contractor. The Design Professional hereby
agrees to perform the services as described herein and in the Proposal, the General
Conditions, and other attachments to this Agreement that are referenced in Section 3, in
connection with the Project. The Project shall include, without limitation, the preliminary
preparation and completion of a Local Project Advance funding Agreement between the
City of Denton and the Texas Department of Transpiration, the preparation of an
environmental document (assuming a categorical exclusion), design schematic,
surveying, g¢otechnical work, design, preparation of plans, writing general notes, special
provisions, and special specifications, computing quantities, and estimating probable
construction costs for the reversal of the existing exit and entrance ramps on southbound
IH 35E between Loop 288/Lillian miller Road and State School Road.
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.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 $126,314.00
2.1.2 Progress payments for Basic Services shall be paid monthly and shall be in
proportion to services performed within each phase of service. The total compensation
for each phase shall be as follows:
Preliminary Preparation Phase
Local Project Advance Funding Agreement
Categorical Exclusion
Preliminary Design Phase
Final Design Phase
$12,949.00
$13,913.00
$ 46,683.00
$ 52,769.00
2.2 ADDITIONAL SERVICES
2.2.1 Compensation for Additional Services is as follows:
Compensation for Additional Services for the calendar year 2002 shall be based
on the rates shown for the various employee classifications indicated in the Cost Proposal of
the Design Professional's Proposal attached hereto and made a part of this agreement. For
each succeeding calendar year beyond 2002, the above rates shall be increased five percent
(5%) per calendar year. Reimbursable Expenses shall be a multiple of one (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.
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SECTION 3
ENTIRE AGREEMENT
Ttfis 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:
1. City of Denton General Conditions to Agreement for Architectural or
Engineering Services.
2. The Design Professional's Proposal
· Attachment A- Basic Eng/neering Services
· Attachment B - Cost Proposal
This Agreement is signed by the parties hereto effective as of the date first above written.
CITY OF DENTON
ATTEST:
JENNIFER WALTERS, CIT~ SECRETARY
--~'~~////~'"/~ TURNER, COLLIE & BRA.DEN, INC.
BY:
Gary ~ Shippy, ~'i~e l)resident
WITNESS:
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CITY OF DENTON
GENERAL CONDITIONS
TO
AGREEMENT FOR ARCHITECTURAL OR ENGINEERING SERVICES
ARTICLE 1. ARCHITECT OR ENGINEER'S RESPONSIBILITIES
1 .I ~lle Arcltitect or Engineer's services consist of those services for the Project (as defined in the agreement (the "Agreemen f') and proposal (the "Proposal") to which these
General Conditions are attached) performed by the Architect or Engineer (hereinafter called the "Design Professional") or Design Professional's employees and consultants as
enumerated in Articles 2 and 3 of these General Conditions as modified by the Agreement and Proposal (the "Services").
1.2 Tile Design Professional will perform all Services as an independent contractor to the prevailing professional standards consistent with the level of care and skill ordinarily
exercised by members of the same profession currently practicing in the same locality under similar conditions, including reasonable, in fomaed judgments and prompt timely
actions (the "Degree of Care"). The Services shall be performed as expeditiously as is consistent witb the Degree of Care necessary for the orderly progress of the Project.
Upon request of the Owner, the Design Professional shall submit for the Owner's approval a schedule for the performance of the Services which may be adjusted as the Project
proceeds, and shall include allowances for periods of time required for the Owner's review and for approval of submissions by authorities having jurisdiction over the Project.
Time limits established by tltis 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 muiually acceptable to both parties.
ARTICLE 2 SCOPE OF BASIC SERVICES
2.1 BASIC SERVICES DEFINED Thc Design Professional's Basic Services consist of those described in Sections 2.2 through 2.6 of these General Conditions and include
without limitation normal struetaral, civil, mechanical and electrical engineering services and any other engineering services necessary to produce a complete and accurate set of
Construction Documents, as described by and required in Section 2.4. The Basic Services may be modified by the Agreement.
2.2 SCHEMATIC DESIGN PHASE
2.2.1 ~l~e Design Professional, in consultation with the Owner, shall develop a written program for the Project to ascertain Owner's needs and to establish file
requirements for the Project.
2.2.2 The Design Professional shall provide a preliminary evaluation of the Owner's program, construction schedule and construction budget requirements, each in
terms of the other, subject to the limitations set forth in Subsection 5.2.1.
2.2.3 The Design Professional shall review with the Owner alternative approaches to design and construction of the Project.
2.2.4 Based on the mutually agreed-upon program, schedule and consh'uction budget requirements, the Design Professional shall prepare, for approval by thc Owner,
Schematic Design Documents consisting of drawings and other documents illustrating the scale and relationship of Project components. The Scbematic Design shall
contemplate compliance with all applicable laws, statutes, ordinances, codes and regulations.
2.2.5 The Design Prothssional shall submit to the Owner a preliminary detailed esbmate of Construction Cost based on current area, volume or other unit costs and
whicb indicates thc cost of each category of work involved in constructing the Project and establishes an elapsed time factor for the period of time from the
commencement to the completion of construction.
2.3 DESIGN DEVELOPMENT PHASE
2.3.1 Based on the approved Schematic Design Documents and any adjustments authorized by the Owner in the program, schedule or construction budget, the Design
Professional shall prepare for approval by the Owner, Design Development Decuments consisting of drawings and other documents to fix and describe the size and
character of the Project as to architectural, structural, mechanical and electrical systems, materials and such other elements as may be appropriate, which shall comply
with all applicable laws, statutes, ordinances, codes and regn]ations. No~wlthstanding Owner's approval of the documents, Design Professional represent that the
Documents and specifications will be sufficient and adequate to fulfill the purposes of the Project.
2.3.2 The Design Professional shall advise the Owner of any adjustments to the preliminary estimate of Construction Cost in a further Detailed Statement as described
in Section 2.2.5.
2.4 CONSTRUCTION DOCUMENTS PHASE
2.4.1 Based on the approved Design Development Documents and any further adjus~nents in the scope or quality of the Project or in the construction budget
authorized by the Owner, the Design Professional shall prepare, for approval by the Owner, Construction Documents consisting of Drawings and Specifications setting
forth in detail requirements for the construction of the Project, which shall comply with all applicable laws, statutes, ordinances, codes and regulations.
2.4.2 The Design Professional shall assist the Owner in the preparation of the necessary bidding or procurement information, bidding or procurement forms, the
Conditions &the contract, and the form of Agreement between the Owner and contractor.
2.4.3 The Design Professional shall advise the Owner of any adjustments to previous preliminary estimates of Construction C~st indicated by changes in requirements
or general market conditions.
2.4.4 The Design Professional shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of govemmcntsl
authorities having jurisdiction over the Project.
2.5 CONSTUCTION CONTRACT PROCUREMENT
2.5.1 The Design Professional, following the Owner's approval of the Construction Documents and of the latest preliminary detailed estimate of Construction Cost,
shall assist the Owner in procuring a constmchon contract for the Project through any procurement method that is legally applicable to the Project including without
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limitation, the competitive sealed bidding process. Although the Owner will consider the advice of the Design Professional, the award of the construction contract is in
the sole discretion of the Owner,
2.5.2 If the construction contract amount for the Project exceeds the total consttuction cost of the Project as set fortb in the approved Detailed Statement of Probable
Construction Costs of the Project submitted by the Design Professional, then the Design Professional, at its sole cost and expense, will revise the Construction
Decuments 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 constracfion cost set forth in the approved Detailed Statement of Probable Construction Costs.
2.6 CONSTRUCTION PHASE -ADMINISTRATION OFTHE CONSTRUCTION CONTRACT
2.6.1 The Design Professional's responsibility to provide Basic Services for the Construction Phase under this Agreement commences with thc award of the Contract
for Constmedon and terminates at the issuance to the Owner of the final Cer~ficate 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 foah below. For design professionalss the administration
shall also be in accordance with AIA document A2.01, General Conditions of the Contract for Cons~uction, current as of the date of the Agreement, unless otherwise
provided in the Agreement. For engineers the administration shall also be in accordance with the Standard Specifications for Public Works Construction by the Noah
Centra[ Texas Council of Governments, current ~s of the date of the Agreement, unless otherwise provided in the Agreement.
2.6.3 Construction Phase duties, responsibilities and limitations of authority of the Design Professional shall not be restricted, modified or extended without whtten
agreement of the Owner and Design Professional.
2.6.4 The Design Professional shall be a representative of and shall advise and consult with the Owner (1) during construction, and (2) at the Owner's direction from
time to time during the correction, or warranty period described in the Contract for Construction. The Design Professional shall have authority to act on behalf of the
Owner only to the extent provided in the Agreement and these General Conditions, unless otherwise modified by written instrument.
2.6.5 '[he Design Professional shall inspect the construction site at least ~vo times a week, regardless of whether construction is in progress, to become familiar with
the progress and quality of the work completed and to determine ifthn 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 Owner a written report subsequent to each on-site visit. On the basis of on-site
observations the Design Professional shall keep the Owner informed of the progress and quality of the work, and shall exercise the Degree of Care and diligence in
discovering and promptly reporting to the Owner any defects or deficiencies in the work of Contractor or any subcontractors. The Design Professional represents that
he will follow Degree of Care in performing all Services under the Agreement. The Design Professional shall promptly correct any defective designs or specifications
furnished by the Design Professional at no cost to the Owner. The Owner's approval, acceptance, use of or payment for all or any part of the Design Professional's
Services 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 means, methods, techniques, sequences or
procedures, or for safety precautions and programs in connection with the work. The Design Professional shall not be responsible for the Contractor's schedules or
failure to carry out the work in accordance with the Contract Documents except insofar as such failure may result from Design Professional's negligent acts or omis-
sions. The Design Professional shall not have control over or charge of acta 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 othe~vise 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 Contractor.
2.6.10 Toe Design Prothssional's certification for payment shall constitute a representation to the Owner, brined on the Design Professional's observations at the site as
provided in Subsection 2.6.5 and on the data comprising the Contractor's Application for Payment, that the work has progressed to the point indicated and tbat the
quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to minor deviations from the Contact Documents cor-
rectable prior to completion and to specific qualifications expressed by the Design Professional. The issuance ora Certificate for Payment shall further constitute a
representation that the Contractor is entitled to payment in the amount cea5 fied. However, the issuance of a Certificate for Payment shall not be a representation that
the Design Professional has ( 1 ) reviewed construction means, methods, techniques, sequences or procedures, or (2) ascertained how or for what purpose tile Contractor
has used money previously paid on account of the Contract Sum.
2.6.11 The Design Professional shall have the responsibility and authority to reject work which docs not conform to the Contract Documents. Whenever the Design
Professional considers it necessary or advisable for implementation of the intent of the Contract Documents, tile Design Professional will have authority to require
additional inspection or testing of the work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or
completed. However, neither this authority of the Design Professional nor a decision made in good faith either to exercise or not exercise such authority shall give rise
tn a duty or responsibility of the Design Professional to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons
performing port/oas of the work.
2.6.12 The Design Professional shall review and approve or take other appropriate action upon Contractor's submittals such as Shop Drawings, Product Data and
Samples for the purpose of (1) determining compliance with applicable laws, statutes, ordinances and cedes; and (2) determining whether or not the work, when
completed, will be in compliance with the requirements of the Contract Documents. The Design Professional shall act with such reasonable pmmpmess to cause no
delay in the work or in the construct/on of the Owner or of separate contractors, while allowing sufficient time in the Design Professional's professional judgment to
permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions
and quantities or for substantiating instructions for installation or performance of equipment or systems designed by the Conlractor, all of which remain tile
responsibility of the Contractor to the extent required by the Contract Documents. The Design Professional's review shall not constitote approval of safety precautions
or, unless otherwise specifically stated by the Design Professional, of construction means, methods, techniques, sequences or procedures. The Design Professional's
approval of a specific item shall not indicate approvaI of an assembly of which the item is a component. When professional certification of performance characteristics
of materials, systems or equipment is required by the Contract Documents, the Design Professional shall be entitled to rely upon such certification to establish that the
materials, systems or equipment will meet the performance criteria required by the Con,tact Documents.
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2.6.13 The Design Professional shall prepare Change Orders and Construction Change Directives, with supporting documentation and data if deemed necessary by
the Design Professional as provided in Subsections 3.1.1 and 3.3.3, for the Owner's approval and execution in accordance with the Contract Documents, and may
authorize minor changes in the work not involving an adjustment in the Contract Sum or an extension of the Con~cact 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 Substential Completion and Final Completion, and if
requested by the Owner shall issue Certificates of Substantial and Final Completion. The Design Professional will receive and review xwltten guarantees and related
documents required by the Contract for Construction 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 matters concerning performance of the Owner and Contractor under the requirements
of the Contract Documents on written request of either the Owner or Contractor. The Design Professional's response to such requests shag be made with reasonable
promptness and within any time limits ageed upon.
2.6.16 Interpretations and decisions of the Design Professional shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall
be in writing or in the form of drawings. When making such interpretations and initial decisions, the Design Professional shall endeavor to secure faithful performance
hy both Owner and Contmctnr, and shall not be liable for results or interpretations or decisions so rendered in good faith in accordance with all the provisions of this
Agreement and in the absence of negligance.
2.6.17 The Design Professional shall render whiten decisions within a reasonable time on all claims, disputes or other matters in question between the Owner and
Contractor relating to the execution or progress of the work as provided in the Contract Documents.
2.6.18 The Design Professional (1) shall render services under the Agreement in accordance with the Degree of Care; (2) will reimburse the Owner for all damages
caused by the defective designs the Design Professional prepares; and O) by acknowledging payment by the Owner of any fees due, shall not be released from any
rights the Owner may have under the Agreement or diminish any of the Design Professional's obligations thereunder.
2.6.19 The Design Professional shall provide the Owner with four sets of reproducthle prints showing all significant changes to the Construction Documents during
the Construction Phase.
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 desctibed under Sections 3.2 and 3.4 shall only be provided if
authorized or confirmed in writing by the Owner. ff services desctibed under Contingent Additional Serdees in Section 3.3 are required due to circumstances beyond
the Design Professional's control, the Design Professional shag notify the Owner in writing and shall not commence such additional services until it receives ~witten
approval from the Owner to proceed. If the Owner indicates in writing that all or part of such Contingent Additional Services are not required, the Design Professional
shall have no obligation to provide those services. Owner will be responsible for compensating the Design Professional for Contingent Additional Services only if
they are not required due to the negligence or fault of Design Professional.
3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES
3.2.1 If more extensive representation at the site than is described in Subsection 2.6.5 is required, the Design Professional shall provide one or more Project
Representatives to assist in carrying out such additional on-site responsibilities,
3.2.2 Project Representatives shall be selected, employed and directed by the Design Professional, and the Design Professional shall be compensated therefor as
agreed by the Owner and Design Professional.
3.3 CONTINGENT ADDITIONAL SERVICES
3,3.1 Making material revisions in Drawings, Specifications or other documents when such revisions are:
I. inconsistent with approvals or instructions previously given by the Owner, including revisions made necessa~ by adjustments in the Owner's
program or Project budget;
2. required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such 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 2.5.2.
3.3.3 Preparing Drawings, Specifications and other documentation and supporting data, and providing other services in connection with Change Orders and
Construction Change Directives.
3.3.4 Providing consultation concerning replacement of work damaged by fire or other cause during construction, and furnishing services required in connection with
the replacement of such work.
3.3.5 Providing services made necessary by the default of the Contractor, by major defects or deficiencies in the work of the Contractor, or by failure of performance
of either the Owner or Contractor under the Contract for Construction.
3.3.6 Providing services in evaluating an extensive number of claims submitted by the Contractor or others in connection with the work.
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3.3.7 Providing services in connection with a public hearing, arbitration proceeding or legal proceeding except where the Design Professional is pa~y thereto.
3.3.8 Providing set,Aces in addition to those required by Article 2 for preparing documents for alternate, separate or sequential bids or providing services in connection
with bidding or construction prior to the completion of thc Construction Documents Phase.
3.3.9 Notwithstanding anything eontathed in the Agreement, Proposal or these General Conditions to the contrary, all services described in this Article 3 that are
caused or necessitated in whole or in part due to the negligent act or omission of the Design Professional shall be 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 Services. The
intervening or concurrent negligane¢ 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 Providthg tinan¢ial feasibility or other special stodies.
3.4.2 Providing planning surveys, site evaluations or comparative studies of prospective sites.
3.4.3 Providing special surveys, environmental studies and submissions required for approvals of governmental authorities or others having jurisdiction over the
Project.
3.4.4 Providing services relative to future facilities, systems and equipment.
3.4.5 Providing services to investigate existing conditions or facilities or to make measured drawings thereof.
3.4.6 Providing services to verify the accuracy of drawings or other information furnished by the Owner.
3.4.7 Providing coordination of construction performed by separate contractors or by the Owner's own forces and coordination of services required in connection with
construction performed and equipment supplied by the Owner.
3.4.8 Providing detailed quantity surveys or inventories of material, equipment and labor.
3.4.9 Providing analyses of operating and maintenance costs.
3.4.10 Making investigations, inventories of materials or equipment, or valuations and detailed appraisals of existing facilities.
3.4.12 Providing assistance in the utilization of equipment or systems such as testing, adjusting and balancing, preparation of operation and maintenance manuals,
training 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, precurement or instagation of furniture, furnishings and related
equipment.
3.4.14 Providing services other than as provided in Section 2.6.4, after issuance to the Owner of the final Certificate for Payment and expiration of the Warranty
period of the Contract for Construction.
3.4.15 Providing services of consultants for other than architectural, civil, structoral, mechanical and electrical engineering portions of thc Project provided as a part of
Basic Services.
3.4.16 Providing any other services not nthervfise included in this Agceement 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 con-
struction based on marked-up prints, drawings and other data furnished by the Contractor to the Design Professional.
3.4.18 No~withstanding anything contained in the Agreement, Proposal or these General Conditions to the contrary, all services described in this Article 3 that are
caused or necessitated in whole or in part due to the negligent act or omission of the Design Professional shall be 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 Services. The
intervening or concurrent negligence of the Owner shall not limit the Design Professional's obligations under titis Subseetinn 3.4.18.
ARTICLE 40~VNER'S RESPONSIBILITIES
4.1 The Owner shall consult with the Design Professional regarding requirements for the Project, including (1) the Owners objectives, (2) schedule and design
constraints and criteria, including space rcquirementa and relationships, flexibility, cxpeodability, special equipment, systems and site requirements, as more speci-
fica]ly described in Subsection 2.2.1.
4.2 T~e Owner shall establish and update an overall budget for the Project, including the Construction Cost, the O~vner's other costs and reasonable contingencies
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 behalf with respect to the Project. The Owner or such authorized representative shall
render decisions in a timely manner pertaining to documents submitted by the Design Professional in order to avoid unreasonable delay in the orderly and sequential
progress of the Design Professional's sendces.
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4.5 Where applicable, thc Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for thc site of the Project, and a written
legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining properVd and
stmctores; adjacent drainage; fights-of-way, restrictions, easements, encroachments, zoning, deed rest'lotions, boundaries and contours of the site; locations,
dimensions and necessary data pertaining to existing buildings, other improvements and t~rees; and information concerning available utility serdces and lines, both
public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a project benchmark.
4.6 Where applicable, the Owner shall furnish the services of geotschnical engineers when such serv/ces are requested by the Design Professional. Such services may
include but are not limited m test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous matetials, ground corrosion and re-
sistivity tests, including necessary operations for anticipating sub-soil conditions, with reports and appropriate professional recommendations.
Professional and are not retained by the Design Professional as part of its Basic Services or Additional Services.
4.'/ When not a part of the Additional Services, the Owner shall furnish stmctoral, mechanical, chemical, air and water pollution tests, tests of hazardous materials,
and other laboratory and environmental tests, inspections and reports required by law or the Contract Documents.
4.8 The Ovmer shall fumish 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 for Payment or to ascertain how or for what purposes the Conlractor has used the money paid by or on
behalf of the Owner.
4,9 The services, information, surveys and reports required by Owner under Sections 4.5 through 4.8 shall be fi~mished at the Owner's expense, and the Design
Professional shall be entitled to rely upon the accuracy and completeness thereof in the absence nfany negligence on the part of the Design ProfessinnaL
4.10 The Owner shall give prompt w~itten notice to the Design Professional if the Owner becomes aware of any fault or defect in the Project or nonconformance with
the Contract Documents.
4.11 Design Professional shall propose language for certificates or certifications to be requested of the Design Professional or Design Professional's consultants and
shall submit such to the Owner for review and approval at least fourteen (14) days prior to execution. The Owner agrees not to request certifications that would require
knowledge or serv/ces beyond the scope of the Agreement.
ARTICLE $ CONSTRUCTION COST
ARTICLE 6 OWNERSHIP AND USE OF DOCUMENTS
6.1 The Drawings, Specifications and other documents prepared by the Design Professional for this Project are instruments nfthe Design Professional's service and shall
become the property of the Owner upon termination or completion of the Agreement. The Design Professional is entitled to retain copies of ali such documents. Such
documents are intended only be applicable to this Project, and Owner's use of such documents in other projects shall be at Owner's sole risk and expense. In the event the
Owner uses any of the information or materials developed pursuant to the Agreement in another project or for other purposes than are specified in the Agreement, the Design
Professional is released from any and all liability relating to their use in that project
6.2 Submission or distribution of documents to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication
in derogation nfthe Design Professional's reserved rights.
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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 with the
temps of the Agreement through no fault of the Design Professional. Owner may terminate the Agreement or any phase thereof with or without cause upon thimy (30) days
prior written notice to the Design Professional. All work and labor being performed under the Agreement shall cease immediately upon Design Professional's receipt of such
uotice. Before the end of the thirty (30) day period, Design Professional shall invoice the Owner for all work it satisfactorily perfoimed prior to the receipt of such notice. No
amount shall be due for lost or anticipated profits. All plans, field surveys, and other data related to the Project shall become property nftbe Owner upon terminahon nfthe
Agreement and shall be promptly delivered to the Owner in a reasonably organized form. Should Owner subsequently conWact with a new Design Professional for continuation
nf services on the Project, Design Professional shall cooperate in providing information.
7.2 If the Project is suspended by the Owner for more than 30 consecutive days, the Design Professional shall be compensated for services satisfactorily 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 the Design Professional's services,
7.3 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. If the project is abandoned by the Owner for more than 90 consecutive days, the Design Professional or the Owner may terminate the Agreement by giving written
notice.
7.4 FailurenftheOwner tomakepayments to the Design Professionalforworksatisfactotilycompletedin accordance withtheAgreement shatibe ennsideredsubetantialnon-
performance and cause for termination.
7.5 If the Owner fails to make payment to Design Professional within thirty (30) days of receipt of a statement for services properly and satisfactorily performed, tire Design
Professional may, upon seven days written notice to the Owner, suspend performance of services 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
termination.
ARTICLE 8 PAYMENTS TO THE DESIGN PROFESSIONAL
8.1 DIRECT PERSONNEL EXPENSE
8.1.1 Direct Personnel Expense is defined as the direct salaries of the Design Professional's personnel engaged on the Project and the portion of the cost of their
mandatory and customary contribuhons and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays,
vacations, pensions and similar contributions and benefits.
8.2 REIMBURSABLE EXPENSES
8.2.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and thclude 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 with the Project; expenses in connection with authorized out-of-town travel; long-distance communications;
and fees paid for securing approval of authorities having jurisdiction over the Project.
8.2.1.2 Expense of reproductions (except the reproduction of the sets of documents referenced in Subsection 2.6.19), postage and handling of Drawings,
Specifications and other d~cuments.
8.2.1.3 ffauthorized in advance by the Owner, expense of overtime work requiring higher than regular rates.
8.2.1.4 Expense of renderings, models and mtn:k-ups requested by the Owner.
8.2.1.5 Expense of computer-aided design and drafdng 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 PAYMENTS 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 performed within each phase &service, on the
basis set forth in Section 2 of the Agreement and the schedule of work.
8.~1.2 If and to the extent that the time initially established in the Agreement is exceeded or extended through no fault of the Design Professional, compensation for any
services rendered 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 Conslruction Cost and any portions nfthe Project are deleted or other~se not constructed, compensation for
those portions of the Project shall be payable to the extent services are performed on those portions, in accordance with the schedule set forth in Section 2 of the
Agreement based on (1) the lowest bona fide bid or (2) if no such bid or proposal is received, the most recent preliminary estimate of Construction Cost or detailed
estimate of Constructinn Cost for such portions nftbe Project.
8.4 PAYMENTS ON ACCOUNT OF AI)DITIONAL SERVICES
8.4.1 Payments on account of the Design Professional's Additional Services and for Reimbursable Expenses shall be made monthly within 30 days after the
presentation to the Owner nftbe Design Professional's statement nf services rendered or expenses incurred.
8.5 PAYMENTS WITHHELD No deductions shall be made from the Design Professional's compensation on account of penalty, Iiquidated damages or other surn~ withheld
from payments to contractors, or on account of the cost of changns in the work other than those for which the Design Professional is responsible.
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8.6 DESIGN PROFESSIONAL'S ACCOUNTING RECORDS Design Professional shall make available to Owner or Owner's authorized representative records of
Reimbursable Expenses and expenses pertaining to Additional Services and services performed on the basis of a multiple of Direct Personnel Expense for inspection and
copying during regular business hours for three years after the date of the final Cea~dficate of Payment, or until any litigation related to the Project is finaI, whichever date is
later.
ARTICLE 9 INDEMNITY
9.1 The Design Professional shall indemnify and save and hold harmless the Owner and its officers, agents, and employees from and against any and all liability,
claims, demands, damages, losses, and expenses, including, but not limited to court costs and reasonable attorney fees incurred by the Owner, and including, without
limitation, damages for bodily and personal injury, death and property damage, resulting f~om the negligent acts or omissions of the Design Professional or its officers,
shareholders, agents, or employees in the performance of the Agreement.
9.2 Nothing herein shall be construed to create a liability to any person who is not a party to the Agreement, and nothing herein shall waive any of the parties' 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 maintain the following insurance with an
insurance company licensed or authorized to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best
Rate Carficrs 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 proper~ damage limits of not less than $100,000 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 tban $500,000 for each accident, and with proper~
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 Owner evidencing insurance in compliance with this Article 10 at the time
of the execution of the Agreement. The General Liability and Automobile Liability insurance policies shall name the Owner as an additional insured, the Workers'
Compensation policy shall contain a waiver of subrogation in favor of the Owner, and each policy shall contain a provision that such insurance shall not be canceled or
modified without thirty (30) days' prior written notice to Owner and Design Professional. In such event, the Design Professional shall, prior to the effective date of the
change or cancellation, furnish Owner with substFmte certificates of insurance meeting the requirements of this Article 10.
ARTICLE 11 MISCELLANEOUS PROVISIONS
11.1 The Agreement shall be governed by the laws of the State of Texas. Venue of any suit or cause of action under the Agreement shall lie exclusively in Denton County,
Texas.
11.2 The Owner and Design Professional, respectively, bind themselves, their parmers, successors, assigns and legal representatives to the other party to this Agreement and to
the partners, successors, assigns and legal representabves of such other par~ with respect to all covenants of this Agreement. The Design Professional shall not assign its
interests in the Agreement without the written consent of the Owner.
11.3 T~e term Agreement as used herein includes the executed Agreement, the Proposal, these General Conditions and other a~achments referenced in Section 3 of the
Agreement which together represent the entire and integrated agreement between the Owner and Design Professional and supersedes all prior negotiations, representations or
agreements, either written or oral. The Agreement may be an~'nded only by written instrument signed by both Owner and Design Professional. When interpredng the
Agreement the executed Agreement, Proposal, these General Conditions and the other attaeinnents referenced in Section 3 of the Agreement shall to the extent that is
reasonably possible be read so as to harmonize the provisions. However, should the provisions of these documents be in conflict so that they can not be reasonably harmonized,
such documents shall be given priority in the following order:
The executed Agreement
2. Attachments 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 contractoal relationship with or a cause of action in favor of a third par~ against either the Owner or Design
Professional.
I 1.5 Upon receipt of prior vaitten 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 pmmofional and professional materials. The Design Professional's materials shall not include the Ovmer's
confidential or proprietary information if the Owner has previously advised the Design Professional in writing of the specific in formafion considered by the Ovmer to be confi-
dential or proprietary. The Owner shalI provide professional credit for the Design Professional on the consV:uction sign and in the promotional materials for the Project.
11.6 Approval by the Owner shall not constitute, 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 consultants.
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11.7 XII notices, communications, and reports required or permitted under the Agreement shall be personally delivered or mailed to the respective parties by depositing
same in the 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 the party to whom such notice is given, or within tbree (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 fi.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 w/th 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 covered hereunder as they
may now read or bereinafter be amended.
11.10 In performing thc 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 in any way affect the substantive terms or conditions of the Agreement.
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ATTACHMENT A
BASIC ENGINEERING SERVICES
for
IH 35 E Southbound Ramp Reversals
between
Loop 288/Lillian Miller Road and
State School Road
The scope of work for engineering services involves the preliminary preparation and
completion of a Local Project Advance Funding Agreement between the City of Denton and the
Texas Department of Transportation (TxDOT), the preparation of an environmental document
(assuming a categorical exclusion), design schematic, surveying, design, preparation of plans,
writing general notes, special provisions and special specifications, computing quantities and
estimating costs for the reversal of the existing exit and entrance ramps on southbound IH 35E
between Loop 288/Lillian Miller Road and State School Road. Project construction will include
one-lane exit and entrance ramps. The project elements will include grading, paving, drainage and
related appurtenances, signing, pavement markings, storm water pollution prevention plans and
traffic control plans.
The engineering services will include field surveys for ties to the State monuments,
establishment of benchmark circuit throughout the project, horizontal and vertical ties of critical
existing facilities and features, including those off-site which influence design, cross-sections and
collection of data to design and prepare plans and documents for the project. Coordinate geometry
will be based on and tied into the State coordinate system.
The engineering design will be coordinated to avoid conflict with or minimize major
relocation of utilities, and to respect areas of right-of~way reserved for utility corridors. The
design includes limited redesign of drainage facilities imposed by utility constraints developing
after initial reviews by the Texas Department of Transportation (TxDOT) and Owner and
consequential redesign adjustments.
The work will be performed in accordance with the following manuals and standards:
· Standard Specifications for Construction of Highways, Streets and Bridges
(1993)- TxDOT
· Texas Manual of Uniform Traffic Control Devices - TxDOT
· Hydraulic Manual - Bridge Division - TxDOT
· Roadway Design Manual - Highway Design Division- TxDOT
· A Policy on Geometric Design of Urban Highways - AASHTO
Whenever possible, TxDOT's standard specifications or previously approved special provisions
and/or special specifications will be used. If a special provision and/or special specification must
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be developed for this project, it shall be in TxDOT format and, to the extent possible, incorporated
reference to approved TxDOT test procedures.
The Engineer will incorporate TxDOT standard sheets into the construction plans at the
time of submission for contract letting by TxDOT. The plans and documents will be processed by
TxDOT through their normal review and bidding procedures. TxDOT will let a construction
contract and perform the construction phase services.
This project will be prepared in English units.
The scope of work is based on the following assumptions as to information that is
available and the design requirements. The assumptions are:
1. The environmental documentation required will be to the standard level of a
categorical exclusion.
2. The City or TxDOT will provide the following data or information to be used in the
development of the project:
a) Existing and projected traffic counts
b) As-built plans
c) Topographic mapping in electronic format
d) Any studies, previous or ongoing, relevant to the project
e) Developers plans within or adjacent to the project limits
f) Coordinates, location and description of TxDOT's primary control points for
surveying purposes
The IH 35 E mainlanes and the southbound fi:ontage road will not be modified
The following services are not included in the scope: 1. Route location Studies
2. Traffic Projections
3. The performance of a single occupancy vehicle analysis
4. The performance of noise and air quality analysis
5. Permit coordination
6. Cultural resources investigation and historical significance
7. Public involvement
8. Aerial or photogrammetric mapping
9. Right of Way services
10. Additional topographic survey after completion of initial survey to account for
new development or driveways, utilities, etc.
11. Landscape design services
12. Construction Phase Services
13. Signalization or illumination
14. The design of any utility relocations or adjustments
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