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2002-116ORDINANCE NO. AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT (]?SA) WITH TEAGUE NALL AND PERKINS, INC. FOR ENGINEERING DESIGN OF THE MAYHILL ROAD BRIDGE - PECAN CREEK, AS SET FORTH IN THE CONTRACT; AND PROVIDING AN EFFECTIVE DATE (PSA 2816 - PROFESSIONAL SERVICES AGREEMENT FOR ENGINEERING DESIGN OF THE MAYHILL ROAD BRIDGE - PECAN CREEK TO TEAGUE NALL AND PERKINS, INC. FOR A TOTAL AMOUNT OF $125,700). THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: 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, SECTION 1. That the City Manager is hereby authorized to enter into aprofessional service contract with Teague Nail and Perkins, Inc., to provide professional architectural and related services for the Mayhill Road Bridge-Pecan Creek, 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 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 day of ,2002. EULINE BROCK, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: 2-ORD - PS^ 2816 ~ay~ Road Bridge PROFESSIONAL SERVICES AGREEMENT FOR ARCHITECT OR ENGINEER STATE OF TEXAS § COUNTY OF DENTON § THIS AGREEMENT is made and entered into as of the 26th day of March, 2002, by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKirmey Street, Denton, Denton County, Texas 76201, hereinafter called "Owner" and Teague Nall and Perkins, with its corporate office at 235 W. Hickory, Suite 100, Denton, Texas 76201 hereinafter called "Design Professional," acting herein, by and through their duly authorized representatives. In consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: SECTION 1 EMPLOYMENT OF DESIGN PROFESSIONAL The Owner hereby contracts with the Design Professional, a licensed Texas architect or engineer, as an independent contractor. The Design Professional hereby agrees to perform the services as described herein and in the Proposal, the General Conditions, and other attachments to this Agreement that are referenced in Section 3, in connection with the Project. The Project shall include, without limitation, Engineering Services for Mayhill Road Bridge at Pecan Creek -- Attachment A, including Exhibits A, B and C Page 1 Q:\Proj-rl 4kDen02162kDocskPSA\Teague Nail Mayhill Agreement.doc SECTION 2. COMPENSATION The Owner shall compensate the Design Professional as follows: 2.1 BASIC SERVICES 2.1.1 For Basic Services the total compensation shall be $_82,800 . 2.1.2 Progress payments for Basic Services shall be paid in the following mounts for of the total compensation for the Basic Services satisfactorily completed at the end of the following phases of the Project: Preliminary Preparation Phase Preliminary Design Phase Final Design Phase Construction Phase $ 2,000 $ 7,400 $67,4OO $ 3,000 2.1.3 For Special Services - See Attachment - Exhibit B, Page 2 2.2 ADDITIONAL SERVICES 2.2.1 Compensation for Additional Services see Attachment C, Wh/ch includes the fee/rate schedule 2.2.2 Compensation for Additional Services of consultants, including additional structural, mechanical and electrical engineering services shall be based on a multiple of 1.10 times the amounts billed to the Design Professional for such additional services. 2.3 REIMBURSABLE EXPENSES Reimbursable Expenses shall be a multiple of__ 1.10 times the expenses incurred by the Design Professional, the Design Professional's employees and consultants in the interest of the Project as defined in the General Conditions but not to exceed a total of $__3,000 without the prior written approval of the Owner. SECTION 3 ENTIRE AGREEMENT Tiffs 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 3. Attachments A through C. This Agreement is signed by the parties hereto effective as of the date first above written. AT/~fiST: . ~x~ JI~N N~FER WAJ~TF~S, 0ITY/~SE~ RETARY CITY OF DENTON M4"'CHAEL A. CONDUFF CITY MANAGER BY: Gary L. Vickery, P.E Denton Office Manage WITNESS: CITY OF DENTON Page 3 Q:\Proj-r 14kDen02162\Docs\PSA\Teague Nail MayhiI1 Agreement. doc GENERAL CONDITIONS TO AGREEMENT FOR ARCHITECTURAL OR ENGINEERING SERVICES ARTICLE 1. ARCHITECT OR ENGINEER'S RESPONSIBILITIES 1.1 The Architect or Engineers services consist of those services for the Project (as defined in the agreement (the "Agreement") 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 The Design Professional will perform all Services as an independent contractor to the prevailing professional standards consistent with the level of care and skill ordinarily exercised by members of the same profession currently practicing in the same locality under similar conditions, including reasonable, informed judgments and prompt timely actions (the "Degree of Care"). The Services shall be performed as expeditiously as is consistent with 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 this schedule and approved by the Dwner shall not, except for reasonable cause, be exceeded by the Design Professional or Owner, and any adjustments to this schedule shall be mutually acceptable to both parties. ARTICLE 2 SCOPE OF BASIC SERVICES 2,1 BASIC SERVICES DEFINED The Design Professional's Basic Services consist of those described in Sections 2.2 through 2.6 of these General Conditions and include without limitation normal structural, civil, mechanical and electrical engineering services and any other engineering services necessary to produce a complete and accurate set of Construction Documents, as described by and required in Section 2.4. The Basic Services may be modified by the Agreement. 2.2 SCHEMATIC DESIGN PHASE (See Exhibit A for further Clarification) 2.2.1 The Design Professional, in consultation with the Owner, shall develop a written program for the Project to ascertain Owner's needs and to establish the requirements for the Project. 2.2.2 The Design Professional shall provide a preliminary evaluation of 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 construction budget requirements, the Design Professional shall prepare, for approval by the Owner, Schematic Design Documents consisting of drawings and other documents illustrating the scale and relationship of Project components. The Schematic Design shall contemplate compliance with all applicable laws, statutes, ordinances, codes and regulations. 2.2.5 The Design Professional shall submit to the Owner a preliminary detailed estimate of Constraction Cost based on current area, volume or other unit costs and which indicates the cost of each category of work involved in constructing the Project and establishes an elapsed time factor for the period of time from the commencement to the completion of construction. 2.3 DESIGN DEVELOPMENT PHASE (See Exhibit A for further Clarification) 23.1 Based on the approved Schematic Design Documents and any adjustments authorized by the Owner in the program, schedule or construction budget, the Design Professional shall prepare for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the Project as to 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 regulations. Notwithstanding Owner's approval of the documents, Design Professional warrants 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 (See Exhibit A for further Definition and Clarification) 2.4.1 Based on the approved Design Development Documents and any further adjustments in the scope or quality of the Project or in the construction budget authorized by the Owner, the Design Professional shall prepare, for approval by the Owner, 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 of the contract, and the form of Agreement between the Owner and contractor. Page 4 Q:\Proj-r 14~Den02162\Docs~PSA\Teague Nall Mayhill Agreement.doc 2.4.3 The Design Professional shall advise the Owner of any adjustments to previous preliminary estimates of Construction Cost indicated by changes in requirements or general market conditions. 2.4.4 The Design Professional shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. 2.5 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 construction contract for the Project through any procurement method that is legally applicable m the Project including without limitation, the competitive sealed bidding process. Although the Owner will consider the advice of the Design Professional, the award of the construction contract is in the sole discretion of the Owner, 2.5.2 If the construction contract amount for the Project exceeds the total construction cost of the Project as set forth 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 Documents as may be required by the Owner to reduce or modify the quantity or quality of the work so that the total construction cost of the Project will not exceed the total construchon 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 Services for the Construction Phase under this Agreement commences with the award of the Contract for Construction and terminates at the issuance to the Owner of the final Certificate for Payment, unless extended under the terms of Subsection 8.3.2. 2.6.2 The Design Professional shall provide detailed administration of the Contract for Construction as set forth below. For design professionals the administration shall also be in accordance with AtA document A201, General Conditions of the Contract for Construction, 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 North Central Texas Council of Governments, current as of the date of the Agreement, unless otherwise provided in the Agreement. 2.6.3 Construction Phase duties, responsibilities and limitations of authority of the Design Professional shall not be restricted, modified or extended without written agreement of the Owner and Design Professional. 2.6.4 The Design Professional shall be a representative of and shall advise anti 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 m 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 The Design Professional shall inspect the construction site at least two 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 if the 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 m the Owner. The Owner's approval, acceptance, use of or payment for ali or any part of the Design Professional's Services hereunder or of the Project itself shall in no way alter the Design Professionals obligations or the Owners rights hereunder. (See Exhibit A which clarifies and states actual site visit requirements.) 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 Professionals negligent acts or omissions. The Design Professional shall not have control over or charge of acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any other persons performing portions of the work. 2.6.7 The Design Professional shall at all times have access to the work wherever it is in preparation or progress. 2.6.8 Except as may otherwise be provided in the Contract Documents or when direct communications have been specially authorized, the Owner and Contractor shall communicate through the Design Professional. Communications by and with the Design Professional's consultants shall be through the Design Professional. 2.6.gBased on the Design Professional's observations at the site of the work and evaluations of the Contractors Applications for Payment, the Design Professional shall review and certify the amounts due the Contractor. Page 5 Q:\Proj-rl4\Den02162\DocsWSA\Teague Nail Mayhill Agreement.doc 2.6.10 The Design Professionals certification for payment shall constitute a representation to the Owner, based on the Design Professional's observations at the site as provided in Subsection 2,6.5 and on the data comprising the Contractor's Application for Payment, that the work has progressed to the point indicated and that the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to minor deviations from the Contract Documents correctable prior to completion and to specific qualifications expressed by the Design Professional. The issuance of a Certificate for Payment shall thrther constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment shall not be a representation that the Design Professional has (I) reviewed construction means, methods, techniques, sequences or procedures, or (2) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. (Omit 2.6A0 Not Applicable for this Agreemen0 The Design Professional will assist with any questions in regard to the items in 2.6.10. 2,6.11The Design Professional shall have the responsibility and authority to reject work which does not conform to the Contract Documents. Whenever the Design Professional considers it necessary or advisable for implementation of the intent of the Contract Documents, the Design Professional will have authority to require additional inspection or testing of the work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed. 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 to a duty or responsibility of the Design Professional to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons performing portions of the work. 2.6.12The Design Professional shall review and approve or take other appropriate action upon Contractor's submittals such as Shop Drawings, Product Data and Samples for the purpose of (I) determining compliance with applicable laws, sta~ates, ordinances and codes; and (2) determining whether or not the work, when completed, within compliance with the requirements of the Contract Documents. The Design Professional shall act with such reasonable prompmess to cause no delay in the work or in the construction of the Owner or of separate contractors, while allowing sufficient time in the Design Professional's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of ether details such as dimensions and quantities or for substantiating instructions for installation or performance of equipment or systems designed by the Contractor, all of which remain the responsibility of the Contractor to the extent required by the Contract Documents. The Design Professional's review shall not constimta 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 approval 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 Contract Documents. 2.6.13The Design Professional shall prepare Change Orders and Construction Change Directives, with supporting documentation and data if deemed necessary by the Design Professional as provided in Subsections 3 1.1 and 3.3.3, for the Owner's approval and execution in accordance with the Contract Documents, and may authorize minor changes in the work not involving an adjustment in the Contract Sum or an extension of the Contract Time which are not inconsistent with the intent of the Contract Documents. 2.6.14 On behalf of the Owner, the Design Professional shall conduct inspections to determine the dates of Substantial Completion and Final Completion, and if requested by the Owner shall issue Certificates of Substantial and Final Completion. The Design Professional will receive and review written 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 shall be made with reasonable promptness and within any time limits agreed upon. Omit this paragraph 2.6.15 2.6,16Interpretations 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 by both Owner and Contractor, and shall not be liable for results or interpretations or decisions so rendered in good faith in accordance with ail the provisions of this Agreement and in the absence of negligence. 2.6.17The Design Professional shall render written decisions within a reasonable time on ail 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 (I) shall render services under the Agreement in accordance with the Degree of Care; (2) will reimburse the Owner for alt damages caused by the defective designs the Design Professional prepares; and (3) by acknowledging payment by the Owner of any fees due, shah not be released from any rights the Owner may have under the Agreement or diminish any of the Design Professional's obligations thereunder. Page 6 Q:\Proj-rl4XDen02162\Docs~SA\Teague Nail Mayhill Agreement.doc 2.6.19 The Design Professional shall provide the Owner with a digital copy and one set of reproducible prints showing all significant changes to the Construction Documents during the Construction Phase. The reproducible prints will be based on information provided to the Design Professional by others. ARTICLE 3 ADDITIONAL SERVICES 3.1 GENERAL 3.1.1 The services described in this Article 3 are not included iii Basic Services unless so identified in the Agreement or Proposal, and they shall be paid for by the Owner as provided in the Agreement, in addition to the compensation for Basic Services. The services described under Sections 3.2 and 3.4 shall only be provided if authorized or confirmed in writing by the Owner. If services described under Contingent Additional Services in Section 3.3 are required due to circumstances beyond the Design Professional's control, the Design Professional shall notify the Owner in writing and shall not commence such additional services until it receives written approval from the Owner to proceed. If the Owner indicates in writing that all or part of such Contingent Additional Services are not required, the Design Professional shatl 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 shalI be selected, employed and directed by the Design Professional, and the Design Professional shall be compensated therefore 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: 1.inconsistent with approvals or instructions previously given by the Owner, including revisions made necessary by adjustments in the Owners 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 Ihe 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. 3.3.7 Providing services in connection with a public hearing, arbitration proceeding or legal proceeding except where the Design Professional is party thereto. 3.3.8 Providing services in addition to those required by Article 2 for preparing documents for alternate, separate or sequential bids or providing services in connection with bidding or construction prior to the completion of the Construction Documents Phase. 3.3.9 Notwithstanding anything contained in the Agreement, Proposal or these General Conditions to the contrary, all services described in this Article 3 that are caused or necessitated in whole or in part due to the negligent act or omission 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 o~' the Owner shall not limit the Design Professional's obligations under this Subsection 3.3.9. Page 7 Q:kProj-rl4kDen02162\Docs\PSA\Teague Nail Mayhill Agreement.doc 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 studies and submissions required for approvals of governmental auth- orities 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. 3.4.10Making 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 opera- tion. 3.4.13 Providing interior design and similar services required for or in connection with the selection, procurement or installation of furniture, furnishings and related equipment. 3.4.14 Providing services other than as 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. 3.4.15Providing services of consu[tents for other than architectural, civil, structural, mechanical and electrical engineering portions of the Project provided as a part of Basic Services. 3.4.16 Providing any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural practice. 3.4.17Preparing a set of reproducible record drawings in addit/on to those required by Subsection 2.6.19, showing significant changes in the work made during construction based on marked-up prints, drawings and other data furnished by the Contractor to the Design Professional. 3.4,18 Notwithstanding anything contained in the Agreement, Proposal or these General Conditions to the contrary, all services described in this Article 3 that are caused or necessitated in whole or in part due to the negligent act or omission of the Design Professional shall be 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 this Subsection 3.4.18. ARTICLE 4 OWNER'S RESPONSIBILITIES 4.1 The Owner shall consult with the Design Professional regarding requirements for the Project, including (t) the Owners objectives, (2) schedule and design constraints and criteria, including space requirements and relationships, flexibility, expendability, special equipment, systems and site requirements, as more specifically described in Subsection 2.2.1. 4.2 The Owner shall establish and update an overall budget for the Project, including the Construction Cost, the Owner's other costs and reasonable contingencies related to all of these costs. 4.3 If requested by the Design Professional, the Owner shati 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 services. Page 8 Q:\Proj-rl4~Den02162\DocsLPSA\Teague Nall Mayhill Agreement.doc 4.5 Where applicable, the Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and 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 buildings, other improvements and frees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths, All the information on file survey shall be referenced to a project benchmark. 4.6 Where applicable, the Owner shall furnish the services of geotechnical engineers when such services are requested by the Design Professional. Such services may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and resistivity tests, including necessary operations for anticipating sub-soil conditions, with reports and appropriate professional recommendations. of the Project and are requested by the Design Professional and are not retained by the Design Professional as part of its Basic Services or Additional Services. 4.7 When not a part of the Additional Services, the Owner shall furnish structural, mechanical, chemical, air and water pollution tests, tests of hazardous materials, and other laboratory and environmental tests, inspections and reports required by law or the Contract Documents. 4,8 The Owner shall furnish all legal, accounting and insurance counseling services as maybe 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 Contractor 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 furnished at the Owner's expense, and the Design Professional shall be entitled to rely upon the accuracy and completeness thereof in the absence of any negligence on the part of the Design Professional. 4.10The Owner shall give prompt written 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 services beyond the scope of the Agreement. ARTICLE 5 CONSTRUCTION COST 5.1 CONSTRUCTION COST DEFINED 5.1.1 The Construction Cost shall be the total cost or estimated cost to the Owner of all elements of the Project designed or specified by the Design Professional. 5.1.2 The Construction Cost shall include the cost at current market rates of labor and materials furnished by the Owner and equipment designed, specified, selected or specially provided for by the Design Professional, plus a reasonable allowance for the Contractor's overhead and profit. In addition, a reasonable allowance for contingencies shall be included for market conditions at the time of bidding and for changes in the work during construction. 5.1.3 Construction Cost does not include the compensation of the Design Professional and Design Professional's consultants, the costs of the land, rights-of-way, financing or other costs which are the responsibility of the Owner as provided in Article 4, 5.2RESPONSIBILITY FOR CONSTRUCTION COST 5.2.1 Evaluations of the Owners Project budget, preliminary estimates of Construction Cost and detailed estimates of Construction Cost prepared by the Design Professional represent the Design Professional's best judgment as a design professional familiar with the construction industry. It is recognized, however, that neither the Design Professional nor the Owner has control over the cost of labor, materials or equipment, over the Contractor's methods of determining bid prices, or over competitive bidding or market conditions. Accordingly, the Design Professional cannot and does not warrant or represent that bids or cost proposals will not vary from the Owner's Project budget or from any estimate of Construction Cost or evaluation prepared or agreed to by the Design Professional. (See Exhibit A) 5.2.2 No fixed limit of Construction Cost shall be established as a condition of the Agreement by the furnishing, proposal or establishment of a Project budget, unless such fixed limit has been agreed upon in writing and signed by d~e parties thereto. If such a fixed limit has been established, the Design Professional shall be permitted to include contingencies for design, bidding and price escalation, to determine what materials, equipment, component systems and types of construction are to be included in the Contract Documents, to make reasonable adjustments in the scope of the Project and to include in Page 9 Q:\Proj-rl4~Den02162\Docs~PSA\Teague Nail Mayhill Agreement. doc the Contract Documents alternate bids to adjust the Construction Cost to the fixed limit. Fixed limits, if any, shall be increased in the amount of an increase in the Contract Sum occurring after execution of the Contract for Construction. 5.2.3 If the Procurement Phase has not commenced within 90 days after the Design Professional submits the Construction Documents to the Owner, any Project budget or fixed limit of Construction Cost shall be adjusted to reflect changes in the general level of prices in the construction industry between the date of submission of the Construction Documents to the Owner and the date on which proposals are sought. 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 of the Design Professionals 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 alt 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 of the Design Professional's reserved rights. 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 terms of the Agreement through no fault of the Design Professional. Owner may terminate the Agreement or any phase thereof with or without cause upon thirty (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 notice. Before the end of the thirty (30) day period. Design Professional shall invoice the Owner for all work it satisfactorily performed prior to the receipt of such notice. No amount shall be due for lost or anticipated profits. All plans, field surveys, and other data related to the Project shall become property of the Owner upon termination of the Agreement and shall be promptly delivered to the Owner in a reasonably organized form. Should Owner subsequently contract with a new Design Professional for continuation of 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 suspensiom 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 Failure of the Owner to make payments to the Design Professional for work satisfactorily completed in accordance with the Agreement shall be considered substantial nonperformance and cause for 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, the 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 contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions and similar contributions and benefits. 8.2 REIMBURSABLE EXPENSES 8.2.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Design Professional and Design Professional's employees and consultants in the interest of the Project, as identified in the following Clauses. Page 10 Q:~Proj-rl 4~Den02162~Docs\PSA\Teague Nall Mayhill Agreement.doc 8.2.1.1 Expense of te~msportatlon 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 documents. 8.2.1.3 If authorized in advance by the Owner, expense of overtime work requiring higher than regular rates. 8.2.1.4 Expense of renderings, models and mock-ups requested by the Owner, 8.2.1.5 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 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 of service, on the 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 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 Construction Cost and any portions of the Project are deleted or otherwise not constructed, compensation for those portions of the Project shall be payable to the extent services arc performed on those portions, in accordance with the schedule set forth in Section 2 of the Agreement based on (1) the lowest bona tide bid or (2) if no such bid or proposal is received, the most recent preliminary estimate of Construction Cost or detailed estimate of Construction Cost for such portions of the Project. 8.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES 8.4.1 Payments on account of the Design Professionals Additional Services and for Reimbursable Expenses shall be made monthly within 30 days after the presentation to the Owner of the Design Professional's statement of services rendered or expenses incurred. 8.5 PAYMENTS WITHHELD No deductions shall be made from the Design Professionals compensation on account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cast of changes in the work other than those for which the Design Professional is responsible. 8.6 DESIGN PROFESSIONAL'S ACCOUNTING RECORDS Design Professional shall make available to Owner or 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 Certificats of Payment, or until any litigation related to the Project is final, whichever date is later. ARTICLE 9 INDEMNITY 9.1 The Design Professional shall indemnity 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 from the negligent acts or omissions of the Design Professional or its officers, shareholders, agents, or employees in the execution, operation, or performance of the Agreement. 9.2 Nothing herein shall be construed to create a liability to any person who is not a 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 the Agreement, Design Professional shall maintain the following insurance with an insurance company licensed to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate Carriers of at least an A- or above: 10.1 Comprehensive General Liability Insurance with bodily injury limits of not less than $1,000,000 for each occurrence and not less than $1,000,000 in the aggregate, and with property damage limits of not less than $i00,000 for each occurrence and not less than $100,000 in the aggregate. Page 11 Q:\Proj-r 14\Den02162\Docs~PSA\Teague Nali Mayhill Agreement. doc 10.2 Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident, and with property damage limits of not less than $i00,000 for each accident· 10.3 Worker's Compensation Insnsance m accordance with statutory requirements, and Employers' Liability Insurance with limits of not less than $I00.000 for each accident including occupational disease. 10.4 Professional Liability Insurance w~th limms of not less than $1,000,000 almual aggregate. 10.5 The Design Professional shall furnish insurance certificates or insurance policies to the Owner evidencing insurance in compliance with tiffs Article 10 at the time of the execution of the Agreement~ The General Lizbflity and Autot~lobile 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, a ~d each policy shall contain a provlsthn that such insurance sha not be canceled or modified without thmy (30) days' prior written notice to Owner and Design Prot}ssionaL In such event, the Design Professional shall, prior to the effective date of the change or cancellation, furnish Owner w~th substitute 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 Agree~nent shall lie exclusively in Denton County, Texas. ll.2 The Owner and Design Professions respect ve y, bind themselves, their parmers, successors, assigns and lega representatives to the other party to this Agree~nent and to the partners, successors, assigns and legal representatives of 3uch other party with respect to all covertures of this Agreement, The Design Professional shall not assign its thterests in the Agreement without the wrmen consent of the Owner. 11.3 The term Agreement as used herein includes the executed Agreement, the Proposal, these General Conditions and other attachmems referenced in Section 3 of the Agreement which together represent the enttse and lmegrated agreement between the Owner and Design Professional and supersedes al prior negotiations, representauons or agreements, either written or ora The Agreement may be amended only by written instrument signed by both Owner and Design Professional. When interpreting the Agreement the executed Agreement, Proposal, these General Conditions and the other attachments referenced in Section 3 of the Agreement shall to the extent that is reasonably possible be read so as to harmonize the provisions, fIowever, 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: 1. The executed Agreement Attachments referenced in Section 3 of the Agreement other than the Proposal These General Provismns 4. The Proposal 11.4 Nothing conmthed in the Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Deslgn Professional. 11.5 Upon receipt of prior written approval of Owner. the Design Professional shall have the right to include representations of the design of the Project. including photographs of the exterior and interior, among the Design Professmnal's promononal and professional materials. The Design Professlonal's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Design Professional in writing of the specific informahon considered by the Owner to be confidential or proprlmary. The Owner shall provide professinnal credit for the Design Professional on the construction sign and in the promotional materials lbr the Proiect.. 11.6 Approval by the Owner shall not constitute, nor be deemed a release of the responsibihty and liability of the Design Professional lB employees, associates, agents, subcontramors, and subconsultants for the accuracy and competency of their cteslgns 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, 11.7 All notices communications and reports requ red or permitted under the Agreement shall be personally delivered or mailed to the respective parties by depositthg same in ~e United Sta es mail to the address sho~vn be ow signature block on the Agreement. cer ified mai. return receipt requested, unless otherwise specified herein, All notices shall be deemed effecti~,e upon receipt by the party to whom such notice is given, or within three (3) days after mailing. 11.8 If any provision of the Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable t~onl the remainder of the Agreement and shall not cause the remainder to be invalid or unenforceable. In such even[, tile parties shall rethrm the Agreement to replace such stricken provision with a valid and enforceable provision g hich comes as close as possible [o expressing [ne intention of the stricken provismn. Page 12 Q:\Proj-r 14\Den02162\DocskPSA\Teague Nail Mayhill Agreement. doc 11.9 The Design Professional shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now read or hereinafter be amended. 11.10 In performing the Services required hereunder, the Design Professional shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. 11.11 The captions of the Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of the Agreement. Page 13 QSProj-rl4\Den02162\Docs\PSA\Teague Nall Mayhill Agreement.doc ATTACHMENT 'A' ITEMIZED SCOPE OF SERVICES BASIC SERVICES PROJECT DESCRIPTION This project includes the preliminary analysis and design of a new bridge on Mayhill Road at Pecan Creek that will pass the flow from a fully developed conditions 100-year storm (the design storm) and elevate the roadway to above the design storm water surface. It is intended that the bridge to be constructed will be designed to be a part of the eventual construction of a secondary arterial (4-1ane divided) roadway. The scope of Basic Services generally consists of the preparation of detailed plans and specifications for the bridge and associated paving, drainage and utility improvements. Special Services such as field design surveys, right-of-way document preparation, regulatory permitting, hydraulic analysis and preparation of a Letter of Map Revision (LOMR), and geotechnical investigations will also be provided, as described in Exhibit 'B'. GENERAL A. Basis for Scope of Services The following assumptions were used by the ENGINEER for the preparation of the scope of Basic Services for this project: The City of Denton has indicated it will provide an aerial topo of the project limits in electronic format. It is our understanding that this topo will be developed with one-foot contour interval accuracy. The ENGINEER will not be responsible for the accuracy of the topo provided. TNP will perform some field verification to assess the accuracy of the topo and its suitability for use for design purposes. Because the topographic data to be provided will generally be accurate to with/n+/- one- half foot, ENGINEER will conduct field surveys to more accurately tie key features, such as curbs and pavement near all anticipated tie-in points. Minimal impacts are expected to Pecan Creek, as the proposed bridge will easily span the creek. Section 404 permitting for the creek crossing will be based on one Nationwide 14 permit. For purposes of this proposal, it is assumed that the .impacts to the streams can be limited to less than 200', which will eliminate the need for a Preconstruction Notification to the Corps of Engineers. Therefore, the 404 permitting effort will consist of notifying the Corps of Engineers after construction is complete. In the event that stream impacts cannot be limited as indicated, preparation of a PCN will be performed at hourly rates as Additional Services. The project will be designed and constructed in accordance with the City of Denton Standard Specifications, the Drainage Design Criteria Manual, February 2002 and the Transportation Design Criteria Manual, February 2002. Exhibit A-Page 1 It is the understanding of the ENGINEER that the total budget for design and construction of this project is $1,000,000. An Estimate of Probable Construction Cost will be made during the Preliminary Design Phase, and adjustments to the actual limits of construction wilt be made at that time to maintain adherence to the budget. The CITY will advise ENGINEER of any costs related to the project that must be included in the project budget other than those shown in this proposal. It does not appear at this time that the budget is sufficient to design and construct one-half of a secondary arterial concrete street that will be completely above the fully developed conditions 100-year storm. Right-of-way acquisition may be necessary due to the embankments at each end of the bridge caused by the necessary elevation of the bridge. Preparation of right-of-way documents (2) is included in this proposal, but acquisition efforts are not. A LOMR is amicipated for this crossing, but no Conditional Letter of Map Revision (CLOMR) is anticipated. The fee shown herein for the LOMR is based on the assumption that the construction is in conformance with the construction plans and hydraulic models. It is assumed that the proposed bridge will be generally constructed in existing right-of~way in the approximate location of the existing culvert, necessitating extensive closure of Mayhill Road during construction. B. Design Meetings 1. The ENGINEER will meet regularly as needed with the City of Denton staff during the development of the preliminary and final plan phases of the project. C. Project Management, Administration and Coordination The ENGINEER will establish a work program and schedule for each subconsultant, as necessary, at the beginning of each phase of the project. The ENGINEER will be responsible for the coordination, supervision, review and incorporation of work performed by subconsultants. The ENGINEER will prepare exhibits for two (2) public meetings relative to the project, and will assist City staff in conducting these meetings. It is expected that one meeting will be held during the Preliminary Design Phase, and another just prior to the Construction Phase. D. Data Collection The ENGINEER will collect, compile and evaluate existing data collected from the City of Denton or other entities that provide available existing information related to the design of the project. A location map/schematic plan will be provided to the affected utility companies by the ENGINEER. These schematics will be used by the utility companies to show approximate locations of their facilities that are or may be affected by the project. Exhibit A-Page 2 The ENGINEER wilt make every effort to obtain as-built, record and/or future plans for the following facilities in the project area including: g. h. i. Culverts Roadway Water Lines Sanitary Sewer Lines Storm Drain Lines Telephone and Cable TV Underground and/or Overhead Lines Electric Underground and/or Overhead Lines Gas Lines Other Utilities Known to Serve the Project Area The ENGINEER will compile the preliminary information obtained above for later use in the field to help surveyors tie existing utility locations. The locations of utilities tied from field surveys will be shown on the paving and drainage plans, as appropriate. The ENGINEER will identify potential utility conflicts and provide this information to utility companies. PRELIMINARY PREPARATION PHASE A. Design Concept Conference The ENGINEER will arrange a design concept conference with the CITY to establish design guidelines, typical sections, design speeds and other criteria to be used on the project. B. Hydraulic Analysis The ENGINEER will make use of data previously developed for the Pecan Creek Master Drainage Plan to determine 100-year flow based on ultimate watershed conditions. This will be the project design storm. The ENGINEER will use aerial topo supplemented with field cross sections to develop a hydraulic model of the existing culverts and roadway, using both existing conditions flows (FEMA) and the design storm flows. The ENGINEER will model a new bridge that will convey the design storm with one-foot of freeboard, and will elevate the roadway above the design storm~ The ENGINEER will develop a map depicting the impact of the proposed project on the floodplain delineation and base flood elevations. Exhibit A-Page 3 PRELIMINARY DESIGN PHASE A. Devetop Schematic Plans The ENGINEER will develop schematic plans that depict the ultimate Mayhill Road section, which is a secondary arterial roadway, along with the two bridges necessary for Pecan Creek. These schematic plans will consist of the following: a. Plan view showing the lane configuration and connections to adjacent driveways. b. Schematic profiles of the ultimate roadway c. Typical sections reflecting the proposed profile and necessary embankment d. Bridge layout and profile, with approximate pier locations. The ENGINEER will develop schematic plans for the initial phase of construction, which wilt consist of a two-lane roadway and bridge. These schematic plans will consist of the following: a. Plan view showing the proposed location of the bridge, any necessary transitions to the existing roadway, and connections to adjacent driveways b. Schematic profiles of the initial phase of construction, showing the limits of construction and the relationship of the roadway to the design storm water surface elevation c. Typical sections reflecting the proposed profile and necessary embankment. B. Determination of Scope of Initial Construction The ENGINEER will prepare an Estimate of Probable Construction Cost for the initial phase of construction. The ENGINEER will meet with the CITY to establish the final scope of the initial phase of construction based on the schematic plans and the Estimate of Probable Construction Cost. At this stage the scope of the initial phase of construction will be adjusted as necessary to accommodate the project budget. Adjustments may include changes in construction materials, revised limits of permanent and temporary construction, or modification of project objectives. The ENGINEER and CITY will agree on a scope of construction and project budget, based on any adjustments as indicated above. The ENGINER will proceed with preparation of construction plans based on the agreed upon scope of construction and budget. However, the ENGINEER will not warrant that bids received for construction of the project, if designed in accordance with the above (and with subsequent agreed upon revisions necessary during design), will not exceed the project budget. FINAL DESIGN PHASE A. Bridge and Roadway Design The ENGINEER will develop a preliminary design of the proposed bridge and roadway improvements for the initial phase of construction (two lanes). The preliminary design will include the Exhibit A-Page 4 proposed horizontal and vertical alignments. These plan sheets will be at a 1 =20' scale and contain topographic information, existing and proposed right-of-way lines, existing underground utilities at locations of conflict, locations of driveways, typical sections, roadway baselines, pavement edges, a bridge layout and sections, pier locations, contours where necessary, limits of structures, limits of retaining walls, if any, drainage structures including pipes, limits of barriers and any other information necessary for pavement construction. Profiles at 1'=20' horizontal scale and 1"= 4' vertical scale will contain existing ground lines at the proposed profile grade line, limits of structures and profile elevations at 100 foot intervals. Upon completion, the preliminary design will be submitted to the CITY for review. The preliminary design must be approved by the CITY prior to the start of the final design phase. The ENGINEER will prepare cross-sections along roadways at 100-foot intervals and will extend to the proposed right-of-way limits. These cross-sections will form the basis for the determination of earthwork quantities. Cut and fill quantities will be computed and tabulated, referencing cross-sections. Cross-sections will be included in preliminary and final plans. B. Other Roadway Design Elements 1. A project title sheet will be prepared as required and included in the plans. Project Layout sheets will be prepared at a uniform scale which clearly indicate the limits of the entire project and the main construction elements of the project. Roadway typical sections will be prepared for paving sections along the various portions of the project. 4. Roadway horizontal and vertical control and horizontal curve data will be shown on the plans. Supplementary intersection layout information will be prepared to properly show the relationship between the profiles of intersecting streets, where deemed necessary by the ENGINEER. Details will be developed as necessary, including bridge details, and paving, drainage, utility, and miscellaneous details to describe the various types of construction when the CITY has no pertinent standard details available. Sturmwater Pollution Prevention Plans (SWPPP) will be prepared for the project. SWPPP plans will describe the implementation of practices to be used to reduce the pollutants to storm water discharges associated with the construction site. Standard City of Denton and NCTCOG details for erosion control will be used as appropriate. C. Drainage Plans and Details Drainage area maps will be prepared at a scale of 1"=400', using available City of Denton contour maps. Cross-culverts and storm drain systems will be located and sub-drainage areas determined. The runoff to each culvert and storm drain system will be calculated in accordance with the City of Denton Drainage Design Criteria Manual, February 2002. Exhibit A-Page 5 2. Plan/profile sheets will be provided for new culvert and storm drain construction. 3. Miscellaneous drainage details will be prepared for any drainage related items, which are not covered by the CITY's standard details. D. Signing and Pavement Markings 1. The ENGINEER will develop signing and pavement marking layout sheets for the project at an appropriate scale. These layouts will include baselines, pavement edges, right-of-way lines, pictorially depicted signs with their locations, pavement markings and buttons with dimensioning, culverts and other structures which may present a hazard to traffic, and proposed delineators and object markers. E. Preliminary Quantities and Opinion of Probable Cost 1. Project quantities will be calculated and tabulated based upon the preliminary design for inclusion in the bid proposal and the preliminary opinion of probable cost. 2. The ENGINEER's opinion of probable construction costs will be prepared for the entire project using current unit cost data. These opinions of cost will be provided on the basis of ENGINEER's experience and professional judgment, but will not imply any warranty that final bids might not vary from the cost opinions provided, since neither the ENGINEER nor the CITY have any control over market conditions or bidding procedures. F. Submit Preliminary Plans for Review 1. Submit up to five (5) sets of preliminary plans for CITY review. 2. Submit plans to utility companies for review. 3. Meet with the CITY to review and discuss the results of the preliminary design phase, as necessary. G. Prepare Final Design Plans 1. Incorporate CITY review comments and directives from the preliminary design plans in the preparation of final construction plans. H. Calculate Final Quantities and Prepare Final Opinion of Probable Cost 1. Revise the preliminary quantities and opinion of probable costs per changes in the final design and CITY review comments. Prepare Contract Documents and Specifications i. Compile special provisions necessary for the project. Exhibit A-Page 6 Compile specifications necessary for the project. Any special specifications will also be prepared. The CITY will provide a copy of their standard specifications in digital format, if available. 3. Compile and develop a list of general notes necessary for the project. 4. Prepare complete contract documents and specifications for bidding purposes. J. Submit Final Plans, Specifications, and Contract Documents for CITY review Submit up to five (5) sets of final bid documents for CITY review and approval. Submit detailed drawings and plans/specifications to appropriate regulatory agency(les) and utility companies and obtain clearance. 3. Meet with the CITY to review and discuss the results of the final design phase, as necessary. BIDDING & CONTRACT AWARD PHASE A. Advertising 1. ENGINEER will assist the CITY in the advertisemem of the projects for bid. The CITY shall bear the cost of advertisement. The ENGINEER shall provide all necessary printing of construction plans, specifications and contract documents (up to 30 sets) for use in obtaining bids, awarding contracts, and constructing the project. The CITY shall be responsible for dispersing all plans and specifications from its pumhasing department to prospective bidders. ENGINEER will provide technical support to the CITY during the Bidding & Contract Award phase by responding to bidder and CITY questions, reviewing the bids, and making a recommendation of award to the CITY. CONSTRUCTION PHASE B. Construction Observation and Contract Administration The ENGINEER will provide limited construction observation and contract administration for the project within the scope of Basic Services as outlined below. Detailed daily construction inspection will be performed by the CITY. Any construction phase services requested by the CITY beyond those described below will be provided as Additional Services. 1. Attend pre-construction conference. 2. Visit the site on an irregular basis as directed by the CITY, up to three visits. 3. Consult and advise the CITY; and prepare routine change orders as required. Review samples, catalog data, schedules, shop drawings, laboratory, shop and mill tests of material and equipment and other data which the Contractor is required to submit, only for conformance with the design concept of the project and compliance with the information given by the Contract Documents; and assemble written guarantees which are required by the Contract Documents. Exhibit A-Page 7 SPECIAL SERVICES TO BE PROVIDED BY ENGINEER Special Services to be provided by the ENGINEER for this Project include Design Surveys, preparation of Right-of-Way Documents, Geotechnical Investigations, preparation of Traffic Control Plans, preparation of a LOMR, and preparation and submittal of 404 permit documents to the Corps of Engineers. The scope of work for these Special Services are more generally described as follows: DESIGN SURVEYS A. Topographic Survey ENGINEER will obtain vertical and horizontal control data used by CITY for the aerial survey. This control data will be used for project control. ENGINEER will gather limited data for use in verification of the aerial topo, including a partial profile of Mayhill Road and one or more cross sections. If it is determined that the aerial topo varies sigrfificantly from the field data, ENGINEER will notify CITY immediately to determine a course of action. ENGINEER will perform field design surveys to supplement the aerial topo to be provided by CITY, particularly in areas where proposed improvements will tie into existing hard features such as pavement. ENGINEER will tie improvements and topographic features horizontally and vertically within the limits of the project that will be required to design and perform the work. The survey will depict existing features adjacent to the project limits, including pavement, curbs and other tie-in features. Data necessary to prepare cross sections of the proposed project will be taken from the aerial survey. Surveys will show all visible existing improvements and features within the proposed right-of-way limits throughout the project. Tie the horizontal and vertical location of known underground utilities based upon available information and "field locates" or markings provided by the utility companies. ENGINEER will rely solely on the cooperation of the various utility compan/es and any information they or the CITY make available. Detailed horizontal and vertical information necessary to depict the existing culvert in hydraulic models will be obtained. Five cross sections of Pecan Creek (three downstream of Mayhill Road and two upstream) will be taken in the field to supplement aerial data. These sections will extend 25 feet outside the top of bank of the creek. Horizontal control monumentation and vertical benchmarks for construction will be established, as necessary. B. Temporary 1. Signs, Traffic Control, Flags, Safety Equipment, Etc. The ENGINEER will exercise care in completing this surveying assignment by using traffic control devices, flags and safety equipment when necessary. Exhibit A-Page 8 BOUNDARY SURVEY AND PREPARATION OF RIGHT-OF-WAY ACQUISITION DOCUMENTS A. Right-of-Way Documents for two (2) tracts 1. ENGINEER will locate and tie existing property corners where possible. 2. Deed research will be conducted, and the boundary analyzed to determine actual property lines. 3. A Right-of-Way map will be prepared for inclusion in the plans. 4. Individual documents for acquisition of right-of-way from the necessary tracts will be prepared, but actual acquisition work is not a part of the scope of this agreement. 5. All boundary survey work and preparation of the ROW map and property documents will be performed by or under the supervision of a Registered Professional Land Surveyor, and will be performed in accordance with the minimum standards set forth by the Texas Board of Professional Land Surveyors. GEOTECHNICAL INVESTIGATIONS (Note: Geotechnical Investigations will be performed by a sub-consultant under contract with the ENGINEER. The ENGINEER shall coordinate with the geotechnical consultant and review test reports and recommendations. A copy of the agreement between ENGINEER and CMJ Engineering, Inc. is attached and made part of this agreement between CITY and ENGINEER)) A. Field Investigation 1. Five (5) borings will be taken at regular intervals along the length of the project, generally to a depth of i0' to 20'. Two borings will be taken near the proposed Pecan Creek bridge, to a depth of approximately 50'. B. Laboratory Analysis and Report 1. Laboratory analysis will include moisture analysis, soil identification, Atterberg limits determinations, unit weight determinations, unconfined compression tests and lime series tests. 2. Boring logs will be provided on ail borings, and a report summarizing the findings of the analysis will be prepared. 3. Recommendations will be made for placement of fill material, for design of the bridge foundations, and for slope stability on the embankment section, along with guidelines for pavement design. Exhibit A-Page 9 TRAFFIC CONTROL PLAN Traffic control plans will be prepared at an appropriate scale and will show existing conditions and detours necessary to maintain traffic flow during each phase of the construction. All temporary signs and pavement markings will be identified, along with necessary project sequencing. Traffic control plans will be in accordance with the Texas Manual of Uniform Traffic Control Devices. CORPS OF ENGINEERS 404 PERMIT Data will be compiled both before and after design and construction for submittal to the Corps of Engineers for a Nationwide 14 permit for the Pecan Creek crossing. A brief report will be prepared during the preliminary design phase, outlining the nature of the jurisdictional waters and the impacts of the project on these waters. Upon completion of construction, notification will be submitted to the Corps outlining the impacts of the project. For purposes of this proposal, it is assumed that the impacts to the streams can be limited to tess than 200', which will eliminate the need for a Preconstruction Notification to the Corps of Engineers. In the event that stream impacts can not be limited as indicated, preparation of a PCN wilt be performed at hourly rates as Additional Services. LETTER OF MAP REVISION (LOMR) Models developed in the Preliminary Preparation Phase will be compiled and prepared for submittal. 2. A work map and annotated FIRM map will be prepared based on the models. 3. All necessary FEMA forms will be completed. Limited field verification will be conducted to ensure the construction was according to the plans and models. In the event that significant variances are discovered during this verification, a more extensive verification may be required, along with additional modeling to assess the affect of the variances. This additional modeling and field verification will be performed by ENGINEER at hourly rates as Additional Services. Materials for submittal to FEMA will be submitted to CITY for review and processing through FEMA. CITY will pay all necessary FEMA review fees. Exhibit A-Page 10 ITEMS TO BE PROVIDED BY CITY TO THE ENGINEER The CITY or the CITY's designee will provide or make available to, or assist the ENGINEER in obtaining the following services, information and materials upon request: 1. Available past studies, correspondence, materials and mapping relative to the project. 2. Aerial topographic data in electronic format, compatible with AutoCAD R14 or AutoCAD 2000i. 3. Vertical and horizontal control used for the aerial survey. Copies of construction plans and plats for developed property adjacent to the project. 5. Assistance in obtaining data from third party sources which is available to the CITY at no cost to the ENGINEER. 6. Current City of Denton Standard Details, Specifications and/or Contract Document data, such as required prevailing wage rates. PROJECT SCHEDULE Preliminary Preparation Phase Complete within 3 weeks of Notice to Proceed Preliminary Design Phase (including field surveys) Complete within 8 weeks of CITY approval of results of Preliminary Preparation Phase Final Design Phase - Preliminary Plans Complete within 8 weeks of CITY approval of schematic plans Final Design Phase - Final Plans Complete within 14 weeks of CITY approval of Preliminary Plans (includes 2 weeks of CITY review prior to completion of final Bid Documents) Construction Phase Will proceed with construction This schedule assumes an orderly progression of the ENGINEER's services. Delays beyond the control of the ENGINEER may be cause for extension of this period of service. If CITY has requested significant modifications or changes in the general scope, extent or character of the Project, the time of performance of ENGINEER's services shall be adjusted equitably. Exhibit A-Page 1 t ATTACHMENT 'B' SCHEDULE OF FEES A. BASIC SERVICES: For work performed by the ENGINEER within the scope identified in EXHIBIT A, Itemized Scope of Services, the ENGINEER will be reimbursed as described below: Labor The following fixed fees shall be paid to the ENGINEER for labor involved in the various items of work within the scope of Basic Services identified in EXHIBIT A: PRELIMINARY PREPARATION PHASE $ 2,000 PRELIMINARY DESIGN PHASE $ 7,400 FINAL DESIGN PHASE $67,400 CONSTRUCTION PHASE $ 3,000 Subtotal (Labor) $ 79,800 Direct Expenses Direct Expenses such as printing, reproductions, automobile mileage, delivery/courier services, etc. will be reimbursed to the ENGINEER at his direct invoice expense plus 10% with a not-to-exceed amount of: 3. Total Fee for Basic Services $ 37000 TOTAL (BASIC SERVICES) $ 82,800 Exhibit B-- Page B. SPECIAL SERVICES: Work performed by the ENGINEER outside the scope of Basic Services identified in EXHIBIT A, Itemized Scope of Services, shall be considered Special Services, as identified in EXHIBIT A, Special Services to be Provided by Engineer. The ENGINEER will be reimbursed for Special Services as described below: 1. Labor The following fixed fees shall be paid to the ENGINEER for labor involved in the various items of work within the scope of Special Services identified in EXHIBIT A: Design Surveys Boundary Survey & Preparation of R/W Documents Geotectmical Investigations Traffic Control Plans COE 404 Permit Coordination Letter of Map Revision TOTAL (SPECIAL SERVICES) $ 6,200 $ 7,200 $ 14,700 $ 3,800 $ 1,500 $ 9,500 $ 42,900 C. ADDITIONAL SERVICES: Work performed by the ENGINEER outside that scope identified in EXHIBIT A, Scope of Basic Services, shall be considered Additional Services. No Additional Services are anticipated for this project. The ENGINEER will be reimbursed for Additional Services, should they be requested, as described below: 1. Labor ENGINEER shall be reimbursed on the basis of negotiated fees for each item of service provided, as mutually agreed to by the ENGINEER and CITY; or labor of personnel employed by the ENGINEER will be reimbursed on an hourly basis in accordance with EXHIBIT C, Standard Rate Schedule. 2. Direct Expenses Direct Expenses such as printing, reproductions, automobile mileage, delivery/courier services, etc. will be reknbursed to the ENGINEER at his direct invoice expense. Where appropriate, a not-to- exceed amount will be established and agreed to for each item of service provided. Exhibit B-- Page 2 SUMMARY OF FEES: 1. Basic Services Labor Direct Expenses TOTAL (BASIC SERVICES) $ 79,800 $ 3,000 $ 82,800 2. Special Services Labor $ 42,900 TOTAL (SPECIAL SERVICES) $ 42,900 3. Additional Services Labor Direct Expenses $ To Be Determined $ To Be Determined TOTAL (ADDITIONAL SERVICES) $ To Be Determined Total Fees fbr Project TOTAL FEES $125,700 Exhibit B-- Page 3 ATTACHMENT 'C' TEAGUE NALL AND PERKINS, INC. Standard Rate Schedule for Reimbursable/Multiplier Contracts Effective January 1, 2002 to December 31, 2002* Enqineerinq/Technical From To Principal $125 Office Manager $100 IT Manager $75 Senior Engineer $80 Engineer $65 Graduate Engineer $60 Senior Designer $65 Designer $50 Landscape Architect / Planner $75 CAD Technician $45 Intern Technician $35 Clerical $40 Resident Project Representative $40 $175 Per Hour $120 Per Hour $90 Per Hour $120 Per Hour $95 Per Hour $90 Per Hour $115 Per Hour $70 Per Hour $85 Per Hour $75 Per Hour $50 Per Hour $60 Per Hour $55 Per Hour Surveying Survey Office Manager R.P.L.S. Senior Survey Technician Junior Survey Technician 2-Person Field Crew w/Equipment 3-Person Field Crew w/Equipment 4-Person Field Crew w/Equipment 2-Person G.RS. Crew w/Equipment 3-Person G.P.S. Crew w/Equipment 1-Person Robotic Crew w/Equipment 2-Person Robotic Crew w/Equipment 3-Person Robotic Crew w/Equipment $100 $85 $65 $55 $85 $100 $12o $12o $14o $85 $95 $115 Direct Cost Reimbursables Photocopies $0.10/page $0.20/page $2.00/page Plots $1 .00/page $2.00/page $2.00/page $4.00/page $4.00/page Blueline Prints $2.00/page Sepias $4.00/page Mileage $0.36/mile letter and legal size bond paper, B&W 11" x 17" size bond paper, B&W 22" x 34" and larger bond paper or vellum, B&W 11" x 17" size bond paper, B&W 11" x 17" size bond paper, color 22'x34' and larger bond paper or vellum, B&W 22"x34' and larger bond paper or vellum, color 22"x34' and larger mylar or acetate, B&W all sizes all sizes mylar or acetate film All Subcontracted and outsourced services billed at actual cost plus 10% * Rates shown are for calendar year 2002 and are subject to change in All subsequent years. Q:\Proj-rl 4\DenO2162\Docs\PSA\02162attC.doc Exhibit B-- Page 4