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HomeMy WebLinkAbout1998-108ORDINANCE NO O AN ORDINANCE OF THE CITY OF DENTON TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF DENTON AND BINKLEY AND BARFIELD, INC FOR THE ENGINEERING DESIGN OF MODIFICATIONS TO CENTRAL FIRE STATION TRUCK BAY FLOOR, CONCRETE DRIVEWAYS AND SOUTH RETAINING WALL IN THE AMOUNT OF $31,200, PROVIDING FOR THEEXPENDITURE OF FUNDS THEREFOR, AND PROVIDING FOR AN EFFECTIVE DATE (PROPOSAL # 2151 — CENTRAL FIRE STATION TRUCK BAY MODIFICATION — BINKLEY AND BARFIELD, INC IN THE AMOUNT OF $31,200 000) WHEREAS, Chapter 2254 of the Texas Government Code, known as the Professional Services Procurement Act, provides that a City may not select a provider of professional services on the basis of competitive bids but on the basis of demonstrated competence and qualification and for a fair and reasonable price, and WHEREAS, the professional fees under the proposed contract are consistent with and not higher than the recommended practices and fees published by the applicable professional association and do not exceed an maximum provided by law, and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the services set forth in the proposed contract, NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SF,,CTION 1. That the City Manager is hereby authorized to execute on behalf of the City of Denton, Texas, a professional services contract, substantially the same as the contract which is attached hereto and made a part hereof for all purposes, that provides services relating to Engineering Design as defined in Proposal # 2151 Central Fire Station Truck Bay Modification with Bmkley and Barfield, Inc in the amount of $31,200 00 SECTION H. That the award of this contract is on the basis of demonstrated competence and qualifications of the provider of professional services under this contract and the ability of such provider to perform the needed services for a fair and reasonable price SFECTION III. That this ordinance shall become effective unmechately upon its passage and approval PASSED AND APPROVED this the O�� day of , 1998 JACK ER, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY PROPOSAL2151 PROFESSIONAL SERVICE ORDINANCE PROFESSIONAL SERVICES AGREEMENT FOR ENGINEERING SERVICES STATE OF TEXAS COUNTY OF DENTON § THIS AGREEMENT is made and entered into as of the 21 day of APRIL , 19_g_, by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called "CITY" and BINKLEY & BARFIELD, INC, with its corporate office at 12860 Hillcrest Road, Suite 222, Dallas, TX 75230-1519, hereinafter called "ENGINEER," acting herein, by and through their duly authorized representatives WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows ARTICLE I EMPLOYMENT OF ENGINEER The CITY hereby contracts with the ENGINEER, as an independent contractor, and the ENGINEER hereby agrees to perform the services herein in connection with the Project as stated in the sections to follow, with diligence and in accordance with the highest professional standards customarily obtained for such services in the State of Texas The professional services set out herein are in connection with the following described project The Project shall include, without limitation, the preparation of construction plans, specifications, details, and special provisions for the replacement of the Downtown Fire Station Truck Bay Floor, Driveway, and South Retaimng wall located in the City of Denton, Denton County, Texas, hereinafter called the "PROJECT" ARTICLE II SCOPE OF SERVICES The ENGINEER shall perform the following services in a professional manner A The ENGINEER shall perform all those services as necessary and as described in "Exhibit A", which is attached hereto and made a part hereof as if written word for word herein B ENGINEER shall perform all those services set forth in individual task orders which shall be attached to this Agreement and made a part hereof for all purposes as separate agreements C If there is any conflict between the terms of this Agreement and the exhibits attached to this Agreement, the terms and conditions of this Agreement will control over the terms and conditions of the attached exhibits or task orders ARTICLE III ADDITIONAL SERVICES Additional services to be performed by the ENGINEER, if authorized by the CITY, which are not included in the above-descnbed Basic Services, are described as follows A During the course of the Project, as requested by CITY, the ENGINEER will be available to accompany CITY's personnel when meeting with the Texas Natural Resource Conservation Commission, U S Environmental Protection Agency, or other regulatory agencies The ENGINEER will assist CITY's personnel on an as -needed basis in preparing compliance schedules, progress reports, and providing general technical support for the CITY's compliance efforts B Assisting CITY or contractor in the defense or prosecution of litigation in connection with or in addition to those services contemplated by this Agreement Such services, if any, shall be furnished by ENGINEER on a fee basis negotiated by the respective parties outside of and in addition to this Agreement C Sampling, testing, or analysis beyond that specifically included in Basic Services D Preparing copies of computer aided drafting (CAD) electronic data bases, drawings, or files for the CITY's use in a future CAD system E Preparing applications and supporting documents for government grants, loans, or planning advances and providing data for detailed applications F Appearing before regulatory agencies or courts as an expert witness in any litigation with third parties or condemnation proceedings ansing from the development or construction of the Project, including the preparation of engineering data and reports for assistance to the CITY G Providing geotechnical investigations for the site, including soil bonngs, related analyses, and recommendations H Those services described in Exhibit "A" as special services and which are already approved by the City and also included in the compensation of services ARTICLE IV PERIOD OF SERVICE This Agreement shall become effective upon execution of tlus Agreement by the CITY and the ENGINEER and upon issue of a notice to proceed by the CITY, and shall remain in force for the period which may reasonably be required for the completion of the Project, Page 2 including Additional Services, if any, and any required extensions approved by the CITY The proposed schedule for the work is described in Exhibit "B", attached hereto and made a part hereof as if written word for word This Agreement may be sooner terminated in accordance with the provisions hereof Time is of the essence in this Agreement The ENGINEER shall make all reasonable efforts to complete the services set forth herein as expeditiously as possible and to meet the schedule established by the CITY, acting through its City Manager or his designee CITY agrees to provide the information set forth in Exhibit "D", attached hereto and made a part hereof as if written word for word before the commencement of the engineer's services ARTICLE V COMPENSATION A BILLING AND PAYMENT For and in consideration of the professional services to be performed by the ENGINEER herein, the CITY agrees to pay, based on the cost estimate detail at a lump sum rate shown in Exhibit "C" which is attached hereto and made a part of this Agreement as if written word for word herein, a total fee, including reimbursement for direct non -labor expenses not to exceed $31,200 00 Partial payments to the ENGINEER will be made on the basis of detailed monthly statements rendered to and approved by the CITY through its City Manager or his designee, however, under no circumstances shall any monthly statement for services exceed the value of the work performed at the time a statement is rendered The CITY may withhold the final five percent (5%) of the contract amount until completion of his services Nothing contained in this Article shall require the CITY to pay for any work which is unsatisfactory, as reasonably determined by the City Manager or his designee, or which is not submitted in compliance with the terms of this Agreement The CITY shall not be required to make any payments to the ENGINEER when the ENGINEER is in default under this Agreement It is specifically understood and agreed that the ENGINEER shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by the CITY for any charge, expense, or reimbursement above the maximum not to exceed fee as stated, without first having obtained written authorization from the CITY The ENGINEER shall not proceed to perform the services listed in Article III "Additional Services," without obtaining prior written authorization from the CITY B ADDITIONAL SERVICES For additional services authorized in writing by the CITY in Article III, the ENGINEER shall be paid based on a rate to be agreed upon by the parties Payments for additional services shall be due and payable upon submission by the ENGINEER, and shall be in accordance with subsection A hereof Statements shall not be submitted more frequently than monthly C PAYMENT If the CITY fails to make payments due the ENGINEER for services and expenses within sixty (60) days after receipt of the ENGINEER's undisputed statement Page 3 thereof, the amounts due the ENGINEER will be increased by the rate of one percent (1%) per month from the said sixtieth (600) day, and, in addition, the ENGINEER may, after giving seven (7) days' written notice to the CITY, suspend services under this Agreement until the ENGINEER has been paid in full all amounts due for services, expenses, and charges, provided, however, nothing herein shall require the CITY to pay the late charge of one percent (1%) set forth herein if the CITY reasonably determines that the work is unsatisfactory, in accordance with this Article V, "Compensation " ARTICLE VI OBSERVATION AND REVIEW OF THE WORK The ENGINEER will exercise reasonable care and due diligence in discovering and promptly reporting to the CITY any defects or deficiencies in the work of the ENGINEER or any subcontractors ARTICLE VII OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the ENGINEER (and ENGINEER's subcontractors) pursuant to this Agreement are instruments of service, and shall become the property of the ENGINEER upon the termination of this Agreement The CITY is entitled to retain copies of all such documents The documents prepared and furnished by the ENGINEER are intended only to be applicable to this Project, and CITY's use of these documents in other projects shall be at CITY's sole risk and expense In the event the CITY uses any of the information or materials developed pursuant to this Agreement in another project or for other purposes than specified herein, ENGINEER is released from any and all liability relating to their use in that project ARTICLE VIII INDEPENDENT CONTRACTOR ENGINEER shall provide services to CITY as an independent contractor, not as an employee of the CITY ENGINEER shall not have or claim any right ansing from employee status ARTICLE IX INDEMNITY AGREEMENT The ENGINEER shall indemnify and save and hold harmless the CITY 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 CITY, and including, without limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of the ENGINEER or its officers, shareholders, agents, or employees in the execution, operation, or performance of this Agreement Page 4 Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this 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 this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved ARTICLE X INSURANCE During the performance of the services under this Agreement, ENGINEER 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 A Comprehensive General Liability Insurance with bodily inM limits of not less than $500,000 for each occurrence and not less than $500,000 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 B 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 C Worker's Compensation Insurance in accordance with statutory requirements, and Employers' Liability Insurance with limits of not less than $100,000 for each accident D Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate E The ENGINEER shall furnish insurance certificates or insurance policies at the CITY's request to evidence such coverages The insurance policies shall name the CITY as an additional insured on all such policies, and shall contain a provision that such insurance shall not be canceled or modified without thirty (30) days' prior written notice to CITY and ENGINEER In such event, the ENGINEER shall, prior to the effective date of the change or cancellation, serve substitute policies furnishing the same coverage ARTICLE XI ARBITRATION AND ALTERNATE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to arbitration or other means of alternate dispute resolution, such as mediation No arbitration or alternate dispute resolution ansmg out of or relating to this Agreement, involving one parry's disagreement, may include the other party to the disagreement without the other's approval Page 5 ARTICLE XII TERMINATION OF AGREEMENT A Notwithstanding any other provision of this Agreement, either party may terminate by giving thirty (30) days' advance written notice to the other party B This Agreement may be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under this Agreement No such termination will be affected unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of intent to terminate and setting forth the reasons specifying the non-performance, and not less than thirty (30) calendar days to cure the failure, and (2) an opportunity for consultation with the terminating party prior to termination C If the Agreement is terminated prior to completion of the services to be provided hereunder, ENGINEER shall immediately cease all services and shall render a final bill for services to the CITY within thirty (30) days after the date of termination The CITY shall pay ENGINEER for all services properly rendered and satisfactorily performed and for reimbursable expenses to termination incurred prior to the date of termination, in accordance with Article V "Compensation " Should the CITY subsequently contract with a new ENGINEER for the continuation of services on the Project, ENGINEER shall cooperate in providing information The ENGINEER shall turn over all documents prepared or furnished by ENGINEER pursuant to this Agreement to the CITY on or before the date of termination, but may maintain copies of such documents for its use ARTICLE XIII RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the CITY shall not constitute, nor be deemed a release of the responsibility and liability of the ENGINEER, its employees, associates, agents, subcontractors, and subENGINEERs 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 CITY for any defect in the design or other work prepared by the ENGINEER, its employees, subcontractors, agents, and ENGINEERS ARTICLE XIV NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein Mailed notices shall be deemed communicated as of three (3) days' mailing Page 6 To ENGINEER Fred Balster P E BINKLEY & BARFIELD, INC 12860 Hillcrest Road, Suite 222 Dallas, TX 75230-1519 To CITY City of Denton Ross Chadwick, Fire Chief 217 W McKinney Denton, Texas 76201 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days' mailing ARTICLE XV ENTIRE AGREEMENT This Agreement, consisting of to pages and s exhibits, constitutes the complete and final expression of the agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof ARTICLE XVI SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable In such event, the parties shall reform this 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 ARTICLE XVII COMPLIANCE WITH LAWS The ENGINEER 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 ARTICLE XVIII DISCRIMINATION PROHIBITED In performing the services required hereunder, the ENGINEER shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap Page 7 ARTICLE XIX PERSONNEL A The ENGINEER represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement Such personnel shall not be employees or officers of, or have any contractual relations with the CITY ENGINEER shall inform the CITY of any conflict of interest or potential conflict of interest that may anse during the term of this Agreement B All services required hereunder will be performed by the ENGINEER or under its supervision All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services ARTICLE XX ASSIGNABILITY The ENGINEER shall not assign any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the CITY ARTICLE XXI MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed, and the parties further agree that the provisions of this section will not be waived unless as set forth herein ARTICLE XXII MISCELLANEOUS A The following exhibits are attached to and made a part of this Agreement (list exhibits) Exhibit "A" Basic Services and Special Services Exhibit "B" Schedule of Completion Exhibit "C" Cost Schedule Exhibit "D" Item to be Furnished by City of Denton Exhibit "E" List of Subcontractors B ENGINEER agrees that CITY shall, until the expiration of three (3) years after the final payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers, and records of the ENGINEER involving transactions relating to this Agreement ENGINEER agrees that CITY shall have access during normal working hours to all necessary ENGINEER facilities and shall be provided Page 8 adequate and appropriate working space in order to conduct audits in compliance with this section CITY shall give ENGINEER reasonable advance notice of intended audits C Venue of any suit or cause of action under this Agreement shall lie exclusively in Denton County, Texas This Agreement shall be construed in accordance with the laws of the State of Texas D For the purpose of this Agreement, the key persons who will perform most of the work hereunder shall be rgpn BA7aTER P.E. However, nothing herein shall limit ENGINEER from using other qualified and competent members of its firm to perform the services required herein E ENGINEER shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof In accomplishing the projects, ENGINEER shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carved on by the CITY F The CITY shall assist the ENGINEER by placing at the ENGINEER's disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for the ENGINEER to enter in or upon public and private property as required for the ENGINEER to perform services under this Agreement G The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and ENGINEER has executed this Agreement through its duly authorized undersigned officer on this the .671d0- day of 1998 ATTEST JENNIFER WALTERS, CITY SECRETARY CITY OF DENTON, TEXAS D BENAVIDES, CITY MANAGER Page 9 APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY BY /0j , vNiU ISM ENGINEER Binklv&Barfiel , I BY 0,000, redl3alster, P E Vice -President Page 10 EXHIBIT A BASIC SERVICES The scope of services includes civil engineering services for the replacement of the Downtown fire station truck bay floor, replacement of the concrete driveways and replacement of the south retaining wall for the width of the building Services would include assistance in the bidding and construction phases The estimated construction cost of the project is as follows Fire station floor Driveway pavement Retaining wail Total SPECIAL SERVICES $ 259,000 1 A topographic survey of the property locating the building, walls, driveways, sidewalks and other appurtenances The survey would include floor and doorway elevations 2 Geo-technical investigation includes determination of the depth of rock and/or foundation material, determination of the expansion capabilities of the soil, and retain wall design parameters 3 Construction phase services would include periodic site visits during construction, on call consultation with owner and contractor, and checking contractor pay estimates EXHIBIT B The schedule for completion of the design phase is 90 calendar days EXHIBIT C BASIC SERVICES Building floor plans Driveway plans Retaining wall plans LUMP SUM FEES ANKSM ''i �,�.� Total $ 22,000 SPECIAL SERVICES Topographic survey $ 2,500 Geo-technical investigation 2,700 Expenses (plotting and printing) 2.000 Construction phase support $ 2.000 Total $ 9,200 Grand Total $ 319200 EXHIBIT D Items to be furnished by the City I Horizontal and vertical control data 2 As built plans of the existing infrastructure 3 Construction inspection EXHIBIT E Subcontractor List JOM, Inc - Survey Services Terra -Mar, Inc - Geo-technical Services