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2002-129ORDINANCE NO. ~O~d-/~7 q AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT (PSA) WITH TEAGUE NALL AND PERKINS, INC. FOR THE DESIGN OF SPENCER ROAD (COLORADO BLVD TO LOOP 288) AS SET FORTH 1N THE CONTRACT; AND PROVIDING AN EFFECTIVE DATE (PSA 2815- PROFESSIONAL SERVICES AGREEMENT FOR DESIGN OF SPENCER ROAD FROM COLORADO BOULEVARD TO LOOP 288 AWARDED TO TEAGUE NALL AND PERKINS, INC. FOR A TOTAL AMOUNT OF $325,630). 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 tfighly 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 a professional service contract with Teague Nall and Perkins, Inc., to provide professional architectural and related services for the design of Spencer Road from Colorado Boulevard to Loop 288, 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. TIYm orcFmance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the /~7/'~zt- dayof , '/,,~r ,2002. L[ EULINE BROCK, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: HERBE~A//O~TY ATTORNEY 2B. oYI~. PS~281; ~pen e~d to Loop 288 PROFESSIONAL SERVICES AGREEMENT FOR ARCHITECT OR ENGINEER t/~/// THIS AGREEMENT is made and entered into as of the /~day of ,/~(Jf , 2002, by and between the City of Denton, Texas, a Texas municipal corpora~on, with its principal office at 215 East McKinney 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 Spencer Road Reconstruction (Colorado Blvd. To Loop 288) - Attachment A, including Exhibits A, B and C Page 1 Q:\LDD\DEN02182\Docs~PSA\Teague Nail Spencer Agreement.doc SECTION 2 COMPENSATION The Owner shall compensate the Design Professional as follows: 2.1 BASIC SERVICES 2.1.1 For Basic, Special, and Reimbursable Services the total compensation shall be $325~630.00. 2.1.2 Progress payments for Basic Services shall be paid in the following amounts for of the total compensation for the Basic Services satisfactorily completed at the end of the following phases of the Project: Preliminary Design Phase Final Design Phase Construction Phase $ 32,775 $163,875 $ 21,850 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, which 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 em- ployees and consultants in the interest of the Project as defined in the General Conditions but not to exceed a total of $ 6,200 without the prior written approval of the Owner. This amount includes the printing of 30 sets of construction plans and contract documents for the purpose of bidding the project. Should the Owner require more than 30 sets of such docmnents during the bidding phase of the project, all additional sets will be billed at the rate of $2.00 per plan sheet and $0.10 per contract document sheet. Page 2 Q:\LDD~DEN02182\DocsXPSA\Teague Nail Spencer Agreement.doc SECTION 3 ENTIRE AGREEMENT This Agreement includes this executed agreement and the following documents all of which are attached hereto and made a part hereof by reference as if fully set forth herein: City of Denton General Conditions to Agreement for Architectural or Engineering Services. 2. The Design Professional's Proposal - Attachment A 3. Attachments B and C. This Agreement is signed by the parties hereto effective as of the date first above written. ATTEST: JENNIFER WALTERS, CITY SECRETARY PPROVED BY: ~ '-~ff'~4,~ f CITY OF DENTON / CITY MANAGER TEAGUE NALL AND PERKINS, INC. - Gary I~ickery, P.E. / Denton Office Manage/r/ WITNESS: BY: ~~ CITY OF DENTON Page 3 Q:~LDD~DEN02182\Docs~PSA\Teague Nail Spencer Agreement.doc GENERAL CONDITIONS TO AGREEMENT FOR ARCHITECTURAL OR ENGINEERING SERVICES ARTICLE 1. ARCHITECTORENGINEER'S RESPONSIBILITIES 1.1 The Architect or Engineer's services consist of those services for the Project (as defined in the agreement (the "Agreemenf') and proposal (the "Proposal") to which these General Conditions are atlached) 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 shag be performed as expeditiously as is consistent with the Degree of Care necessary far 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 Owner shall not, except for reasonable cause, be exceeded by the Design Professional or Owner, and any adjustments to this schedule shall be mutually acceptable to both parties. ARTICLE 2. SCOPE OF BASIC SERVICES 2.1 BASIC SERVICES DEFINED 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 stmctomi, civil, mechanical and electrical engineering services and any other engineering services necessary to produce a complete and accurate set of Construction Documents, as desedbed 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 thc Project to ascertain Owner's needs and to establish the requirements for the Project. 2.2.2 Thc 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. 2.23 The Design Professional shall review with thc Owner alternative approaches to design and construction oftbe 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 Construction Cost based on current area, volume or other unit costs and which indicates the cost of each category of work involved in constructing the Project and establishes an elapsed time factor for the period of time from the commencement to the completion ofconslraction. 23 DESIGN DEVELOPMENT PHASE (sec ExhibitA for further Clarification) 2.3.1 Based on the approved Schematic Design Documents and any adjustments authorized by the Owner in the program, sche- dule or construction budget, thc 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 ciec~cal 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 purpcses of the Project, 23.2 The Design Professional shall advise the Owner of any adjustments to the greliminary estimate of Constmedon Cost in a further Detailed Statement as described in Section 2.2.5. 2.4 CONSTRUCTION DOCUMENTS PHASE (See,Exhibit A for furtber Dcfinilion and Clarillcafion) 2.4.1 Based on the approved Design Development Documents and any fuflher adjustments in the scope or quality of the Project or in the construction budget authorized by thc Owner, the Design Professional shall prepare, for approval by the Owner, Constraedon Documents consisting of Drawings and Specifications setting forth in detail requirements for the construction of thc Project, which shall comply with all applicable laws, statutes, ordinances, codc~ and regulations. 2,4.2 The Design Professional shall assist the Owner in the preparation of the necessary bidding or procurement information, bidding or prccurement forms, the Conditions of the contract, and the form of Agreement between the Owner and contractor. Page 4 Q:\LDD~DEN02182\Docs~PSA\Teague Nail Spencer Agreement.doc 2.4.3 The Design Professional shall adVise the owner of any adjustn~? to previous preliminal'J estimates of Construction Cost indicated by changeS in reqmremen~s or general market condtt~ons. 2.4.4 The Design professional shall assist the Owner in connection with the Owner's responsibility for filing decumcnts required for the approval of governmental authodbas having jurisdiction over the project. .... ;onal following the Owner's approval of the 2.5.1 The Design rro~esa, - '~ ~.-,:~, C~ost shall assist the Owner in procuring a construction c~..-.- the preliminary detailed estimate ot uonsuu~u,,- - ProjeCt through any pmaurement method that is legally applicable to the Project including without limitation, competitive sealed bidding precess. Although the Owner will consider the advice of the Design Professional, the award of the constmedon contract is at 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 ~et forth in the approved Detailed Statement of probable Constraction CostS of the project submitted by the Design professtonal, then the . - ..... 1~. r~nments as raay he required by the Owner t itS sole cost and expense, wall revise the consuuuuu- to reduce or modify the quantity or quality o[the work so that the total consh'uction cost of the ProjeCt will not exceed the Design professtonal a total constmedon cost set forth in the approved Detailed Statement of probable Consimedon Costs. 2.6 CONSTRUCTION pHASE - ADMINISTRATION OF THE CONSTRUCTION coNTRACT 2.6.1 The Design professional's responsibility to prowde Baste Services for the Construcbon phase under thts Agreement commences with the award of the Contract for Constmedon and terminates at the issuance to the Owner of the final Certificate for Paymenh unless extended under the tonm of Subsection 8.3.2. 2.6.2 The Design professional shall provide detailed administration of the Contract for Constmedon as set forth below· For design professionals the administration shall also be in accordance w~th AIA decument 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 othe~dse provided in the Agreement- Design Professional shall not be · _ . a~ ~.A*hout w~itten al~.eement of the Owner and Design professional 2.6.3 Construction phase duties, responsibilities and limitations of authority of the restored, modifies or extenum ......' owner (1) during orrection, or warmnt~ period deschbed in the Professional shall be a representative of and shall advise and consult with the The Design , · ' from time to time durml~ the c o~ the owner only to the extent Con~cact for Construction I ne ~-~-- 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.wh~thar ~ ~ ¢,milla with the progress and quality of the work completed and to determine ff the be in accordance with the Contract construction is in progress, to oeco.~ ....... r - On the basis of is being performed in a manner iodic~6ng that the w~rk when completed will . . .. work of the progress and quality of the work, and DoculnentS. Design Professional shall promde Owner a written report subsequent to each on-s~le visit on-site observations the Design professional shall keep the Owner informed shall exercise the Degree of Care and diligence in discovering and promptly reporting to the Owner any defectS or subaontcactors. The Design Professional represents that he will follow deficiencies in the work of Contractor or any em~, The Design professional shall promptly .C°anrr2ctnmvanalY' . all Services under the Agre --- . The Owners app 'n ' at no cost to the Owner e e of Care m perfo.n~u~ ~ . :.,~a },.~ the Design Professional ~egrce~ive designs or spectficattons mm ....... . al,s Services hereonder or ofthe Project itself · r~ ~11 or any part of the Design Profes, sl~n~a,~ hereunder. {See EXhib!~ A ~hteh dar~fieS accontance, use of or paSm~m '--~-~ional's obligations or the Owner s ni~,*, - shali in no way alter the Design and states actaal site visit requireraenta.} and shall not be responsible for construction · · ot have control over or charge o[ J -~.-~ in connect on with the work· 2 6.6 The Design professional sba!!~. ~rocedures, or for safety precautmns anu m~ans, methods, techniqueS, sequenc~ ,,- v · professional's negligent The Design professional shall not be responsible for the Contractor's schedules or failure to the Contract DocumentS except insofar as such fariure may result dom Design accordance with shall not have control over or charge of actS or omissions of the Con'aactor, acts or omissions- The Design professional 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 trines have access to the work wherever tt ~s m preparation or progress --~ or when direct communications ~av~ b~n - ' be ~rovided in the Contract Docur~z~}~2_ Design professional. Communlcatmns oY 2.6.8 Except ~s may omer~s~nd ~ntractor shall commumcate through ut~ specially authorized, the Owner, ~ ~-. throuoh the Design Professional. and with the Design professIonal s consultantS snau u, professional's observations at the site of the work and evaluations of the Conrcactor's 2.6.9 Based on the Design . ~_~ ~o~ ~ha I review and certify the amountS due the Conimctor. Applications for payment, the Des gn rrmess Page 5 Q:\LDD\DEN02182\Docs\PSA\TeagUe Nail Spencer Agreement.doc 2.6.10 The Design Professional's certification for payment shall constitute a representation to the Owner, based on the Design Professional's observations at the site as provided in Subsection 2.6.5 and on the data comprising the Contractor's Application for Payment, that the work has progressed to the point indicated and that the quality of the Work is in accordance w/th the Contract Documents. The foregoing representations are subject to minor dev/ations ~rom the Contract Documents cor~clable prior to completion and to specific qualifications expressed by the Design Professional. T~e issuance of a Certificate for Payment shall further constitute a representation that the Contractur 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 (1) reviewed consWacfion means, methods, techniques, sequences or procedures, or (2) asceriained how or for what pu~ose the Contractor has used money.previously paid on account of the Contract Sum~ '{O~i~t 2.~1{~ Not Applieabfe for this Agreement) The Design Professional will assist with any questions inregm'd t6 the items in 2.6.10: 2.6.11 The Design Professional shall have the responsibility and authority to reject work which does not conform to the Contract Documents. V~enever the Design Professional considers it necessary or advisable for implementation of the intent of the Contract Documents, the Design Professional w/ll 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 pordons of the work. 2.6.12 The Design Professional shall review and approve or take other appmprlate achon upon Contractor's submittals such as Shop Drawings, Product Data and Samples for the puq~ose of (1) determining compliance with applicable laws, statutes, ordinances and codes; and (2) detemaining whether or not the work, when completed, will be in compliance with the requirements of the Contract Documents. The Design Professional shall act with such reasonable promptness to cause no delay in the work or in the construction of the Owner or of separate contractors, while allowing sufficient time in the Design Professional's professional judgment to permit adequate review. Review of such submfilals is not conducted for the puq~ose of determining the accuracy and completeness of other details such as dimensions and quantifies 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 constitute approval of safety precautions or, unless otherwise specifically stated by the Design Professional, of construction means, methods, techniquea, sequences or procedures. Ti~e 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 enfifled to rely upon such certification to establish that the materials, systems or equipment will meet the performance criteria required by the Contract Documents. 2.6.13 The Design Professional shall prepare Change Orders and Construction Change Directives, with supporting documentation and data if deemed necessary by the Design Professional as provided in Subsections 3.1.1 and 3.3.3, for the Owner's approval and execution in accordance with the Contract Documents, and may authorize minor changes in the work not involving an adjustment in the Contract Sum or an extension of the Contract Time which are not inconsistent with the intent of the Contract Documents. 2.6.14 On behalf of the Owner, the Design Professional shall conduct inspecfions 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 Constraction to be assembled by the Contractor and shall issue a final certificate for Payment upon compliance with the requirements of the Contract Docuraents. 2.6.15 The Design Professional shall inteq>ret 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 Pro fession a!'$ [esp on se to such requests shall be made with reasonable promptness and within any time limits agreed upon. om!t this paragr3ph 2.6.15 2.6.16 Interpretations and decisions of the Design Professional shall be consistent with the intent of and reasonably inferable fi-om the Contract Documents and shall be in whting or in the form of drawings. When making such interpretations and initial decisions, the Design Professional shall endeavor to secure thithfid p~formance by both Owner and Contractor, 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 negligence. 2.6.17 The Design Professional shall render written decisions within a reasonable time on all claims, disputes or other matters in question between the Owner and Contractor relating to the execu6on 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 daraagns caused by the defective designs the Design Professional prepares; and (3) by acknowledging payment by the Owner of any fees due, shall not be released from any rights the Owner may have under the Agreement or diminish any of the Design Professional's obligations thereunder. Page 6 Q:\LDD\DEN02182\Docs~PSA\Teagne Nall Spencer Agreement.doc 2.6.19 The Design Professional shall provide the Owner with a_d. igita[ cppy 9n~done set of reproducible prints showing all significant changes to the Constracfion Documents during the Construction Phase. ThE repr~lucib[e prin~s will be based on information provided to the Doff~gn Professional by others; ARTICLE 3. ADDITIONAL SERVICES 3.1 GENERAL 3.1.1 The services described in this Article 3 are not included in Basic Serviees 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 cin:utmtances beyond the Design Professional's control, the Design Pmfassional shall notify the Owner in wrihng and shall not commence such additional services until it receives written approval from the Owner to proceed. If thc 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 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 ave: 1. inconsistent with approvals or instructions previously given by the Owner, including revisions made necessary by adjustments in the Owner's program or Project budget; 2. required by the enactment or revision of codes, laws or 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. 333 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 fur- nishing services required in connection wi th 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. 3.3.7 Providing services in connection with a public hearing, aeoitrafion proceeding or legal proceeding except where thc Design Professional is party thereto. 3.3~1 Providing services in addition to those required by Article 2 for preparing documents for alternate, separate or sequential bids or providing services in connechon with bidding or construction prior to the completion of the Construction Documents Phase. 3.3.9 Noiwithstanding anything contained in the Ag~ cement, 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 shah 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 3.3.9. Page 7 Q:\LDD\DEN02182\Docs~PSA\Teague Nall Spencer 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 ofprospective sites. 3.4.3 Providing special surveys, environmental studles and submissions required for approvals of gnvemmental auth- orities or others havingjufisdiction over thc Project. 3.4.4 providing services relative to future facilities, systems and equipment. 3.4.5 providing services to investigntc existing conditions or facilities or to make measured drawings thereof. 3.4.6 Providing services to veri~ the accuracy o f drawings or other in formation thmished 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 thc Owner. 3.4.8 Providing detailed quantity surveys or inventories of material, equipment and labnr. 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 operedon and maintenance manuals, mining personnel for operation and main~nance 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 &the final Certificate for Payment and expiration of the Wan'anty period of the Contract for Constxuction. 3.4.15 Providing services of consultants for other than architectural, civil, structaral, 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. 3.4.17 Preparing a set of reproducible record drawings in addition to those required by Subsection 2.6.19, showing significant changes in the work made during construction based on marked-up prints, drawings and other data famished 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 pan 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. OSVNER'S RESPONSIBILITIES 4.1 Thc Owner shall consult with the Design Professional regarding requirements for the Project, including (I) the Owner's objectives, (2) schedule and design constraints and criteria, including space requirements and relationships, flexibilfiy, 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 cmts and reasonable contingencies related to all of these costs. 4.3 If requestad by the Design Professional, the Owner shall fi:mish 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 rspresentative shall render decisions in a timely manner pertaining to documents submitled 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:\LDD\DEN02182~DocsWSA\Teaguc Nail Spencer 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 &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, encroachrc~nts, zoning, deed rest~ctions, boumiahes and contours of the site; locations, dimensions and necessary data penathing to existing buildings, other improvements and trees; and information concerning available utility services 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 O~mer shall furnish the services ofgaotechnical engineers when such services are requested by the Design Professional. Such services may include but are not limited to test borings, test pits, determinations &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. 4.6.1 The Owner shall furnish the services of other consultants when such services are reasonably required by the scope of the Project and are requested by the Design Professional and are not retained by the Design Professional ~s part of its Basic Services or Additional Serv/ces. 4.7 When not a part of the Additional Services, the Owner shall furnish structural, mechanical, chemical, air and water pollution testa, testa 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 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 proposes 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. 4.10 The 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 Documenta. 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 S.l CONSTRUCTION COST DEFINED S.l.l The Construction Cost shall be the total cost or estimated cost to thc 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 rotes of labor and matehals furnished by the Owner and equipment d~igned, 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 &bidding and for changes in the work during construction. 5.1.3 Construction Cost dces not include the compensation of the Design Professional and Design Professional's consultants, the costs of the land, ,Sghta.-of-way, financing or other costs which are the responsibility of the Owner as provided in Article 4. 5.2 RESPONSIBILITY FOR CONSTRUCTION COST 5.2.1 Evaluations of the Owner's Project budget, p,~liminary estimates of Construction Cost and detailed cstimales of Construction Cost prepared by the Design Professional represent the Design Professional's best judgment as a design professional familiar with the construction indusOy. 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 _ ~P~oj~9.t budga! 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 Const~-uction Cost shall be established as a condition of the Agreement by the furnishing, proposal or establishment oft Project budget, unless such fixed limit has been agreed upon in writing and signed by the pardes thereto. If such a fixed limit has been established, the Design Professional shall be permiiled to include contingencies for design, bidding and price escalation, to detemfine 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:\LDD\DEN02182\Docs~PSA\Teague Nail Spencer Agseement.doe The · 'lar purposes in connection with thc ~o~eCt ~- ~.EiiI~i~ A~IUI~, n notice wrier . hal/be 0 i~ proioss onal .~, the anticip the D · · ~si~Pr°fe~S~eDosi~?r°te~ - a~ up~ ~o~ lftheP~ect~ntby~vmg~,, ~ ~ ~e A~"'~,~t that me th~90 cons~ ~ ~00~ W ~ ~j~ subSmnua/nmu . ~.~ O0) da~s o~.W ~ no~ce to ~e ~,'" .... lo ~ke pa~ ~o~nCe o~, 2~iceS p~p~l~ aha ~ s ~TICLE ~-,~EL ~ I DI~L ~ ' · ~e6n~ ~ me ~,,~,o~ and c~tU"~e, sick lea~e," page !0 QeLDD\DeN021 S?.XDoCS\p S A\Teague Nail spencer Ag~eeraent'd°c 8.2.1 Reimbursable Expenses are in addition to compensahon for Basic and Additional Services and include expenses incurred by the Design Professional and Design Professional's employees and consultants in the in~erest of the Project, as identified in the followlng 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 anthorities having jurisdiction over the Pro- ject. 8.2.1.2 Expense of reproductions (except the reproduction of thc 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 vaiting 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 Agceement. 8.33 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 are per- formed 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 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 Professional's Additional Services and for Reimbursable Expenses shall be made monthly within 30 days aller the presentation to the Owner of the Design Professional's statement of set, ices rendered or expenses incurred. 8.5 PAYMENTS WITHHELD No deductions shall be made from the Design Professional's compensation on account of penagy, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in the work other than those for which thc 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 ReimbuBable Expenses and expenses pertaining to Additional Services and services performed on thc basis of a multiple of Direct Personnel Expense for inspection and copying during regular business hours for three years after the date of thc final Certificate of Payment, or until any lifiga~on related to the Project is final, whichever date is later. ARTICLE 9. INDEMNITY 9.1 The Design Professional shall indemnify and save and hold harmless 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 boddy and personal injuD', death and proper~ 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: Page 11 QSLDD\DEN02182\Doesh°SA\Teague Nail Spencer Agreement.doc 10.1 Comprehensive General Liabflity 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 $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 than $500,000 for each accident, and with property damage limits of not less than $100,000 for each accident. 10.3 Worker's Compensation Insurance in accordance with statutory requirements, and Employers' Liability Insurance with limits of not less than $100,000 for each accident including occupational disease. 10.4 Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate. 10.5 The Design Professional shall furnish insurance certificates or insurance policies to the 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 substitute certificates of insurance meeting the requirements of this Article 10. ARTICLE 11. MISCELLANEOUS PROVISIONS I1.I 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 partners, successors, assigns and legal representatives to the other pray to this Agreen~nt and to the pa~Iners, successors, assigns and legal representatives of such other pony with respect to all covenants of this Agreement. The Design Professional shall not assign its interests in the Agreement without the written consent of the Owner. 11.3 The term Agreement as used herein includes the executed Agreement, the Proposal, these General Conditions and other attachments referenced in Section 3 of the Agreement which together represent the eniire and integrated agreement between the Owner and Design Professional and supersedes all prior negotiations, representations or agreements, either written or oral. The Ag~ement 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 Sechon 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 ordur: I. The executed Agreement 2. Ailachments referenced in Section 3 of the Agreement other than the Proposal 3. Timese General Provisions 4. TheProp~a[ 11.4 Nothing contained in the Agreement shag create a conUactual relationship with or a cause of action in favor of a third party against either the Owner or Design Professional. 11.5 Upon receipt of prior whtien approval of Owner, the Design Pmthssional shall have the right to include representations of the design of the Project, including photographs of the exterior and interior, among the Design Professional's promotional and professional materials. The Design Professional's materials shall not include the Owner's confidential or proptietary information if the Owner has previously advised the Design Professional in writing of the specific information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Design Professional on the construction sign and in the promotional materials for the Project. 11.6 Approval by 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 subconsultunts 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. 11.7 All notices, communications, and reports required or permitted under the Agreement shall be personally delivered or mailed to the respective parties by depositing same in 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 three (3) days after mailing. Page 12 Q:\LDD\DEN02182\Docs~PSA\Teague Nail Spencer Agreement.doc 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 imm the remainder of the Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform the Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. 11.9 Tl~e Design Professional shall comply with all federal, state, and local laws, roles, 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 anc~stpy, 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 Q:\LDD\DEN02182~ocs~PSA\Teagne Nail Spencer Agreement.doc ATTACHMENT 'A' ITEMIZED SCOPE OF SERVICES BASIC SERVICES PROJECT DESCRIPTION This project includes the preliminary analysis and design of a new 4-lane undivided roadway along Spencer Road from Woodrow (Colorado Blvd.) to Loop 288. The scope of Basic Services generally consists of the preparation of detailed plans and specifications for the roadway and associated drainage, signalization, and utility adjustments as needed to clear proposed drainage facilities. Special Services such as actual acquisition of right-of-way parcels, a market study of land values for right-of-way acquisition, a traffic control plan, 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. Because the topographic data to be provided will generally be accurate to within +/- one-half foot, OWNER will conduct field surveys to accurately tie topographic features along the project route, including existing curbs, pavement at intersections, driveways, utilities and culverts. Minimal impacts are expected to PEC-3, as the proposed multi-barrel box culvert 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 It is the understanding of the ENGINEER that the total budget for construction of this project is $3,000,000. An Opinion of Probable Construction Cost has been prepared and is attached that projects a construction cost of $3,288,690 for the project based on a conceptual alignment and very rough drainage calculations. Additional monitoring of the preliminary quantities will be done by the ENGINEER as the preliminary design progresses, and periodic reports will be made to the CITY to advise of any changes to this cost. If necessary, adjustments to the actual limits of construction will 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. Right-of-way acquisition will be required along the roadway. Preparation of right- of-way documents will be provided by the CITY, and acquisition efforts will be accomplished by the ENGINEER. A LOMR is anticipated for the PEC-3 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 engineer for the developer of Denton Crossing will prepare the LOMR for the PEC-2 culvert across Spencer Road. Only minor utility relocations will be required on this project. Since there are no existing or proposed sanitary sewer lines in the roadway, the only relocations required will be due to grade conflicts between the proposed storm drainage system and the existing 8" and 18" water lines in Spencer Road, and any vertical grade changes in the existing roadway that might conflict with the grade of these existing water lines. Design Meetings The ENGINEER will meet regularly as needed with the City of Denton staff during the development of the preliminary and final design phases of the project. 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. Exhibit A - Page 2 D. Data Collection The ENGINEER will collect, compile, and evaluate existing data collected from the City of Denton or other entities that provide existing information related to the design of the project. A location map/schematic plan will be provided to the affected utility companies by the ENGINEER. These schematics will be used by the utility companies to show approximate locations of their facilities that are or may be affected by the project. The ENGINEER will make every effort to obtain as-built, record, and/or future plans for the following facilities in the project area including: Culverts Roadway Water Lines Sanitary Sewer Lines Storm Drain Lines Telephone and Cable TV Underground and/or Overhead Lines Electric Underground and/or Overhead Lines Gas Lines Other Utilities Known to Serve the Project Area The ENGINEER will compile the preliminary information obtained above for later use in the field to help surveyors tie existing utility locations. The locations of utilities tied from field surveys will be shown on the paving and drainage plans, as appropriate. The ENGINEER will identify potential utility conflicts and provide this information to utility companies. PRELIMINARY DESIGN PHASE A. Develop Schematic Plans The ENGINEER will develop schematic plans that depict the ultimate 4-lane undivided Spencer Road section and alignment. These schematic plans will consist of the following: Plan view showing the lane configurations and connections to adjacent driveways and streets. Schematic profiles of the ultimate roadway. Typical sections reflecting the proposed profile. B. Determination of Scope of Construction The ENGINEER will prepare an Opinion of Probable Construction Cost for the construction. The ENGINEER will meet with the CITY to establish the final scope of the construction based on the schematic plans and the Opinion of Probable Construction Cost. At this stage the scope of the construction will be adjusted as Exhibit A - Page 3 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. ']'he 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. Roadway and Storm Drainage Design The ENGINEER will develop a preliminary design of the proposed roadway and drainage improvements for the construction. The preliminary design will include the 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, culvert layouts and sections, 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 the roadway at 100-foot intervals, which 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 the 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. Roadway horizontal and vertical control and horizontal curve data will be shown on the plans, Exhibit A - Page 4 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 paving, drainage, culvert, utility, and miscellaneous details to describe the various types of construction when the CITY has no pertinent standard details available. A Stormwater Pollution Prevention Plan (SWPPP) will be prepared for the project. The SWPPP plan 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. Pullboxes and electrical conduit will be shown for future signalization at throe intersections. Drainage Plans and Details Drainage area maps will be prepared at a scale of 1"=200', using available City of Denton contour maps. Off-site drainage areas will be depicted at a scale of 1"=400' minimum scale. 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. Plan/profile sheets will be provided for new culvert and storm drain construction. Any plan and/or design information and related details previously prepared by the engineer for Denton Crossing on PEC-2 will be utilized in these plans to the extent possible. Miscellaneous drainage details will be proparod for any drainage related items, which are not covered by the CiTY's standard details. Signing and Pavement Markings 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 prosent a hazard to traffic, and proposed delineators and object markers. Traffic Control Plans The ENGINEER shall prepare a traffic control plan to adequately ropresent the phasing of the various elements of the construction and to provide for minimal interruption to both citizens and the Contractor during the entire construction process. Proliminary Quantities and Opinion of Probable Cost Exhibit A- Page 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. 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. Prepare Final Design Plans 1. Incorporate CITY review comments and directives from the preliminary design plans in the preparation of final construction plans. 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 1. Compile special provisions necessary for the project. 2. 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. Submit Final Plans, Specifications, and Contract Documents for CITY review 1. Submit up to five (5) sets of final bid documents for CiTY review and approval. 2. Submit detailed drawings and plans/specifications to appropriate regulatory agency(les) and utility companies and obtain clearance. 3. Meet with the CITY to review and discuss the results of the final design phase, as necessary. Exhibit A - Page 4. Prepare exhibits and materials necessary for submittal to TxDOT for a permit at the Loop 288 intersection. BIDDING & CONTRACT AWARD PHASE A. Advertising ENGINEER will assist the CITY. in the advertisement of the project 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 purchasing 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, preparing a bid tabulation, and making a recommendation of award to the CITY. CONSTRUCTION PHASE A. 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: Market Study of Land Values, Acquisition of Right-of-Way Parcels, Geotechnical Investigations, preparation of Traffic Control Plans, preparation of a LOMR for PEC-3, and preparation and submittal of 404 permit documents to the Corps of Engineers. The scope of work for these Special Services is more specifically described as follows: PREPARATION OF DTM AND TOPOGRAPHIC DATA Engineer will prepare a Digital Terrain Model (DTM) for use in developing cross sections and profiles, using electronic files provided by the City. One-foot contour interval topo will also be generated from this DTM. MARKET STUDY OF LAND VALUES Engineer's subconsultant, Kenneth Martin and Associates, will provide a market study of the land values in the project area for the purpose of establishing a fair market value for the right-of-way parcels to be acquired for this project. The results of this study will be discussed with the City prior to preparing and presenting offers to affected property owners for the acquisition of their property for right-of-way. A final report of the parameters and other data used in the study as well as final conclusions regarding property values will be submitted to the City. ACQUISITION OF RIGHT-OF-WAY PARCELS Engineer's subconsultant, Kenneth Martin and Associates, (KMA) will also be responsible for the acquisition of each right-of-way parcel on the project. Based upon the results of the market study of land values, KMA will make recommendations to the City for the proposed settlement/acquisition cost for each right-of-way parcel. From these recommendations, a budget will be established for right-of-way acquisition. The following steps outline the scope of services KMA will follow in acquiring these parcels: a. Initial investigation and contact with landowners, tenants and utility companies along the proposed right-of-way, including the provision of: · survey notices · environmental site inspection notices, if necessary, and · appraisal notices b. Review of engineering surveys and environmental reports. c. Implementation of relocation procedures to relocate tenants, landowners, and utilities along the roadway, only if necessary. d. Produce Right-of-Entry Agreements. Exhibit A- Page e. Negotiation of purchases and donations with landowners. f. Acquisition of insured fee simple or easement interests in all right-of-way parcels. g. Litigation of right-of-way disputes through eminent domain proceedings; and h. Provide periodic oral and written reports and updates to the City describing in detail the status of each parcel. KMA will coordinate efforts with the City of Denton staff and City attorney during condemnation proceedings, and will represent the City throughout the process. GEOTECHNICAL INVESTIGATIONS (Note: Geotechnical Investigations will be performed by a sub-consultant under contract with the ENGINEER. The ENGINEER shah coordinate with the geotechnical consultant and review test reports and recommendations. A copy of the agreement between ENGINEER and CMJ Engineering, Inc. will be provided after approval of this Agreement and made part of this Agreement between CITY and ENGINEER). A. Field Investigation Eleven (11) borings will be taken at regular intervals along the length of the project, generally to a depth of 8'. Four (4) borings will be taken near the proposed PEC-2 and PEC-3 structures, to a depth of approximately 20'. B. Laboratory Analysis and Report Laboratory analysis will include moisture analysis, soil identification, Atterberg limits determinations, unit weight determinations, unconfined compression tests and lime series tests. Boring logs will be provided on all borings, and a report summarizing the findings of the analysis will be prepared. Recommendations will be made for placement of fill material along with guidelines for pavement design. TRAFFIC CONTROL PLANS 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 PEC-3 crossing. Exhibit A - Page 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 stream (PEC-3) can be limited to less than 200', which will eliminate the need for a Preconstruction Notification to the Corps of Engineers. In the event that the stream impact cannot be limited as indicated, preparation of a PCN will be performed as Additional Services in accordance with the hourly rate schedule in Attachment "C". LETTER OF MAP REVISION (LOMR) Models developed in the Preliminary Design Phase will be compiled and prepared for submittal after an evaluation is made to determine if a LOMR is required on PEC-3. It is assumed that the developer's engineer for the Denton Crossing development will be responsible for preparing the LOMR for PEC-2. 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 completed 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 as Additional Services in accordance with the hourly rate schedule in Attachment "C". Materials for submittal to FEMA will be submitted to CITY for review and processing through FEMA. CITY will pay all necessary FEMA review fees. 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. 4. Copies of construction plans and plats for developed property adjacent to the project. Exhibit A - Page ]0 Assistance in obtaining data from third party sources which is available to the CITY at no cost to the ENGINEER. Current City of Denton Standard Details, Specifications and/or Contract Document data, such as required prevailing wage rates. Design Field Surveys, right-of-way research, and preparation of right-of-way documents for acquisition by ENGINEER's subconsultant. (Under this arrangement, ENGINEER shall not be held rasponsible for the accuracy and/or quality of these design surveys nor the right-of- way documents prepared by the CITY. Likewise, the design surveys shall be provided to the ENGINEER in AutoCAD LDD format, and all data points must be provided in a comparable format. Design surveys shall include adequate labeling of all data points as well as all line work, which must be completed and ready for immediate design use by the ENGINEER. Should the ENGINEER find any errors or omissions in the digital design surveys, the project schedule requirements shall be suspended, upon ENGINEER's notification of such errors and/or omissions to CITY, until such time that such errors and/or omissions have been corrected by the CITY). PROJECT SCHEDULE Preliminary Design Phase Complete within 6 weeks of receipt from CITY of design field surveys (contingent upon qualifications of Item 7 above) Final Design Phase - Preliminary Plans (90%) Complete within 16 weeks of CITY approval of preliminary design (schematics) Final Design Phase - Final Plans Complete within 4 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 11 ATTACHMENT 'B' SCHEDULE OF FEES A. BASIC SERVICES: For work performed by the ENGINEER within the scope identified in EXHIBIT A, Itemized Scope of Services1 the ENGINEER will be reimbursed as described below: 1. Labor The following fixed fees shall be paid to the ENGINEER for labor involved in the various items of work within the scope of Basic Services identified in EXHIBIT A: PRELIMINARY DESIGN PHASE $ 32,775 FINAL DESIGN PHASE $163,875 CONSTRUCTION PHASE $ 21,850 Subtotal (Labor) $ 218,500 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: $ 6,2OO 3. Total Fee for Basic Services TOTAL (BASIC SERVICES) $ 224,700 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: 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: Preparation of DTM & Topo $ 1,800 Acquisition of R-O-W Parcels (Services Only)* (Max. 23 parcels @ not-to-exceed amount of $ 3,000/parcel) $ 69,000 Geotechnical Investigations $ 10,230 Traffic Control Plans $ 6,400 COE 404 Permit Coordination $ 1,500 Letter of Map Revision (PEC-3) $ 12,000 TOTAL (SPECIAL SERVICES) $ 100,930 * Includes market study of land values. Progress payments for these Special Services shall be paid to the Engineer by the City on a monthly basis based on the estimated percentage (%) of the total work effort completed during that month less any payments for previously invoiced services. C. ADDITIONAL SERVICES: Work performed by the ENGINEER outside that scope identified in EXHIBIT A, Scope of Basic Service~, shall be considered Additional Services. No Additional Services are anticipated for this project, except for property appraisals as indicated below. The ENGINEER will be reimbursed for Additional Services, should they be requested, as described below: 1. Labor ENGINEER shall be raimbumed 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. Individual appraisals Exhibit B- Page 2 necessary for right-of-way acquisition will be performed at a Fixed Fee of $1,950 per parcel. 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. SUMMARY OF FEES: 1. Basic Services Labor Direct Reimbursable Expenses TOTAL (BASIC SERVICES) 2. Special Services Labor $100,930 $ 218,500 $ 6,200 $ 224,700 TOTAL (SPECIAL SERVICES) Additional Services Labor Direct Expenses $100,930 $ To Be Determined $ To Be Determined TOTAL (ADDITIONAL SERVICES) $ To Be Determined Total Fees for Project TOTAL FEES $ 325,630 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* Engineering / Technical From To Principal Project Manager IT Manager Senior Engineer Engineer Graduate Engineer Senior Designer Designer Landscape Architect / Planner CAD Technician Intern Technician Clerical Resident Project Representative Survey/lng $125 $100 $75 $80 $65 $60 $65 $50 $75 $45 $35 $40 $40 $175 $120 $90 $120 $95 $9O $115 $7O $85 $75 $5O $6O $55 Per Hour Per Hour Per Hour Per Hour Per Hour Per Hour Per Hour Per Hour Per Hour Per Hour Per Hour Per Hour Per Hour Survey Office Manager R.P.L.S. Senior Survey Technician Junior Survey Technician 2-Person Field Crew w/Equipment 3-Person Field Crew w/Equipment 4-Person Field Crew w/Equipment 2-Person G.P.S. Crew w/Equipment 3-Person G.P.S. Crew w/Equipment 1-Person Robotic Crew w/Equipment 2-Person Robotic Crew w/Equipment 3-Person Robotic Crew w/Equipment Direct Cost Reimbursables $100 $85 $65 $55 $85 $100 $120 $120 $140 $85 $95 $115 Photocopies $0.1 O/page $0.20/page $2.00/page Plots $1.00/page $2.00/page $2.00/page $4.00/page $4.00/page 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 subsequent years.