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HomeMy WebLinkAbout1996-165J \WPDOCS\ORD\WATERDIS ORD ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF DENTON AND THE ENGINEERING FIRM OF SHIMEK, JACOBS & FINKLEA FOR THE PROFESSIONAL ENGINEERING SERVICES INCIDENT TO A HYDRAULIC ANALYSIS AND MASTER PLAN REPORT FOR THE WATER DISTRIBUTION SYSTEM; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I. That the City Manager is hereby authorized to execute an Agreement between the City of Denton and the engineering firm of Shimek, Jacobs & Finklea for completion of an hydraulic analysis and master plan report for the water distribution system. SECTION II. That the City Council hereby authorizes the expenditure of funds as provided in the Agreement SECTION III. That this ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the /(day of (� 1996. JAVVMILLER, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPR VED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY BY: /Y' �+ 2 PROFESSIONAL SERVICES AGREEMENT FOR ENGINEERING SERVICES STATE OF TEXAS COUNTY OF DENTON T IS AGREEMENT is made and entered into as of the day of 1996, by and between the City of Denton, a Texas M ici 1 Corporation, with its principal office at 215 E McKinney S eet Denton, Denton County, Texas 76201, (hereinafter sometimes referred to as "OWNER") and Shimek, Jacobs & Finklea, a partnership, with its principal office at 8333 Douglas Avenue, #820, Dallas, Dallas County, Texas, hereinafter called the ("CONSULTANT") acting herein, by and through their duly authorized representative. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE I EMPLOYMENT OF CONSULTANT The OWNER hereby contracts with CONSULTANT, as an independent contractor, and the CONSULTANT 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: Hydraulic Analysis and Master Plan Report for the Water Distribution System. The Project shall include without limitation, (herein described Project) the Consultant providing hydraulic analysis and preparation of a Master Plan Report for the City of Denton's Water Distribution System. ARTICLE II SCOPE OF SERVICES ,rne CONSULTANT shall perform the following basic engineering services -(including the preparation of detailed plans and specifications) in a professional manner: A. Convert the City of Denton's current water distribution system hydraulic model data set to the Cybernet hydraulic model, including both existing system and build -out scenario models. B. Evaluate both the maximum hourly and minimum hourly demands based on 1. Available water records provided by the City 2 Current population estimates and projections provided by the City 3 Existing and projected land use assumptions provided by the City C. Update both the existing system model and the Master Plan model with the revised demands Apply the hydraulic system demands based on existing and projected land use assumptions. D. Model all existing pump stations utilizing actual pump flow data or pump curves, where available from the City E. Add existing water lines to the model at the City's direction and as required to properly evaluate both the existing and build -out scenarios F. Prepare both an existing system and master plan hydraulic map showing the water system elements contained in the hydraulic model including: 1 Line sizes and numbers of critical lines 2. Junction nodes and numbers. 3. Existing and recommended elevated and ground storage tanks. 4. Existing and recommended pump station layouts G. The master plan map will be based on the electronic street map provided by the City of Denton. H. Evaluate and make recommendations for system improvements for both the existing system and the master plan. The evaluation shall include recommendations for: *Elevated Storage Tanks •Ground Storage Reservoirs *Booster Pump Stations •Pump Stations *Distribution Lines *System Improvements Required to Implement Use of and/or Transmission of the Upper Trinity Water District Water Supply *Pressure Plane Boundary Adjustments I. Assist the City with the determination of the best location of proposed elevated storage and analyze scenarios of "various tank sites as direbted by the City. J. Prepare and deliver ten copies of the existing conditions water distribution map to the City. PAGE 2 K Prepare and deliver ten copies of the projected buildout conditions water distribution map to the City L Prepare and deliver to the City, 25 copies of the water system master plan report including methodology of the analysis, recommendations, schedules, probable cost for system improvements, and computer analysis input and output data set printouts. M Deliver to the City, AutoCAD drawing files of both the existing conditions and master plan water distribution systems containing the Cybernet data base attributes. The electronic files will be delivered to the City under the following conditions 1. The files are compatible with AutoCAD Release-12 by Autodesk, and Cybernet Version 2.14 by Haestad Methods. The CONSULTANT does not make any warranty as to the compatibility of these files beyond the release of AutoCAD Release-12 or Cybernet Version 2 14 2. Because data stored on electronic media can deteriorate undetected or be modified, It is agreed that CONSULTANT will not be held liable for completeness or correctness of electronic media after an acceptance period of thirty days after delivery of these files 3. The electronic files are an instrument of CONSULTANT'S service. Where a conflict exists between any hard copy drawings, data printouts and electronic files, the hard copy drawings and data printouts will govern in all cases. 4. Both parties acknowledge mutual non-exclusive ownership of the electronic files and each party may use, alter, modify or delete the files without consequence to the other party. 5. The electronic files provided by CONSULTANT to the City, do not contain engineers' seals, handwritten dates, nor signatures. N. Present the findings to the City staff, City Council and/or Public Utilities Board ARTICLE III ADDITIONAL SERVICES Additional Services to be performed by the CONSULTANT, if authorized by the OWNER, which are ,not included in the above described basic services, are describd& as follows: A. During the course of the project, as requested by OWNER, the CONSULTANT will be available to accompany OWNER's personnel when meeting with the Texas Natural Resource Conservation PAGE 3 Commission, U.S. Environmental Protection Agency, or other regulatory agencies. The CONSULTANT will assist OWNER personnel on an as -needed basis in preparing compliance schedules, progress reports, and providing general technical support for the OWNER's compliance efforts Investigations involving detailed consideration of operation, maintenance and overhead expenses, and the preparation of rate schedules, earnings and expense statements, feasibility studies, appraisals, evaluations, assessment schedules, and material audits or inventories required for certification of force account construction performed by the OWNER 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 OWNER'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 arising from the development or construction of the Project, including the preparation of engineering data and reports for assistance to the OWNER. G. Providing geotechnical investigations for the site including soil borings, related analyses and recommendations. H. Preparation of fire flow contour maps of both the existing and master plan models. I. Any additional services requested by the OWNER, not included in the provisions of Article II hereinabove ARTICLE IV PERIOD OF SERVICE This Agreement shall become effective upon execution by the OWNER and the CONSULTANT of this Agreement, and upon issuance of a notice to proceed by the OWNER, and shall remain in force for the period which may reasonably be required for the completion of the Project, including Additional Services, if any, and any required extensions approved by the OWNER. This Agreement may be sooner terminated in accordance with the provisions hereof. Time is of the essence- in this Agreement The. CONSULTANT shall make all reasonable efforts to complete the services set forth herein as expeditiously as possible and to meet the schedule established by the OWNER, acting through its City Manager or his designee PAGE 4 ARTICLE V COMPENSATION A. COMPENSATION TERMS 1. "Subcontract Expense" is defined as expenses incurred by the CONSULTANT in employment of others in outside firms for services in the nature of foundation borings, testing, surveying, and similar services. 2 "Direct Non -Labor Expense" is defined as that expense for any assignment incurred by the CONSULTANT for supplies, transportation and equipment, travel, communications, subsistence and lodging away from home and similar incidental expenses in connection with that assignment B. BILLING AND PAYMENT: For and in consideration of the professional services to be performed by the CONSULTANT herein, the OWNER agrees to pay based on the Schedule of Charges at the hourly rate shown in Exhibit A, which is attached hereto and made a part of this agreement as if written word for word herein, a total fee not to exceed $30,000.00. Partial payments to the CONSULTANT will be made on the basis of detailed monthly statements rendered to and approved by the OWNER through its City Manager or his designees; 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 OWNER may withhold the final 5% of the contract amount until completion of the project. Nothing contained in this Article shall require the OWNER 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 contract. The City shall not be required to make any payments to the CONSULTANT when the CONSULTANT is in default under this contract. It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to this agreement which would require additional payments by the OWNER for any charge, expense or reimbursement above the maximum not to exceed fee as stated without first having obtained written authorization from the OWNER. The CONSULTANT shall not proceed to perform the services listed in Article III, Additional Services, without obtaining prior written authorization from the OWNER. C. ADDITIONAL SERVICES 1. For additional services authorized in writing by the OWNER in Article III, the CONSULTANT shall be paid based on the PAGE 5 Schedule of Charges at an hourly rate shown in Exhibit A Payments for additional services shall be due and payable upon submission by the CONSULTANT and shall be in accordance with subsection B hereof Statements shall not be submitted more frequently than monthly 2. For additional services as specified in Article III, Paragraph H , related to the fire flow contour maps of both the existing and master plan models, CONSULTANT'S billings shall not exceed $2,500.00 D PAYMENT If the OWNER fails to make payments due the CONSULTANT for services and expenses within sixty (60) days after receipt of the CONSULTANT'S undisputed statement thereof, the amounts due the CONSULTANT will be increased by the rate of one percent (1%) per month from the said sixtieth (60th) day, and in addition, the CONSULTANT may, after giving seven (7) days' written notice to the OWNER, suspend services under this Agreement until the CONSULTANT has been paid in full all amounts due for services, expenses and charges provided, however, nothing herein shall require the OWNER to pay the late charge of one percent (1%) set forth herein if the OWNER reasonably determines that the work is unsatisfactory, in accordance with this Article V, Compensation. ARTICLE VI OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT or any of its subcontractors or subconsultants. ARTICLE VII OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT (and CONSULTANT's subcontractors or subconsultants) pursuant to this Agreement are instruments of service and shall become the property of the OWNER upon the termination of this Agreement. The CONSULTANT is entitled to retain copies of all such documents The documents prepared and furnished by the CONSULTANT are intended only to be applicable to this project and OWNER'S use of these documents in other projects shall be at OWNER'S sole risk and expense. In the event the OWNER uses the Agreement in another project or for other purposes than specified herein any of the information or materials developed pursuant to this agreement, CONSULTANT as released from any and all liability relating to their use in that project. ` PAGE 6 ARTICLE VIII INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER CONSULTANT shall not have or claim any right arising from employee status ARTICLE IX INDEMNITY AGREEMENT The CONSULTANT shall indemnify and save and hold harmless the OWNER and its officers, agents, and employees from and against any and all liability, claims, demands, damages, losses and expenses, including but not limited to court costs and reasonable attorney fees incurred by the OWNER, and including without limitation damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of the CONSULTANT or its officers, shareholders, agents, or employees in the execution, operation, or performance of this Agreement. 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 party's 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, CONSULTANT 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 injury 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 for 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 legs than $100,000 for each accident. D. Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate. PAGE 7 E The CONSULTANT shall furnish insurance certificates or insurance policies at the OWNER's request to evidence such coverages The insurance policies shall name the OWNER as an additional insured on all such policies and shall contain a provision that such insurance shall not be canceled or modified without 30 days prior written notice to OWNER and CONSULTANT. In such event, the CONSULTANT 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 arising out of or relating to, this agreement involving one party's disagreement may include the other party to the disagreement without the other's approval 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 nonperformance, and not less than 30 calendar days to cure the failure, and (2) an opportunity for consultation with the terminating party prior to termination. C. If the agreement 1s terminated prior to completion of the ser- vices to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final bill for services to the OWNER within 30 days after the date of termination. The OWNER shall pay CONSULTANT 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 OWNER subsequently contract with a new CONSULTANT for the continuation of services on the project, CONSULTANT shall cooperate in providing information. The CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to the OWNER on or before'the date of termination but -nay maintain copies of such documents for its use. lQX"DE=3 ARTICLE XIII RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the OWNER shall not constitute nor be deemed a release of the responsibility and liability of the CONSULTANT, its employees, associates, agents, subcontractors and subconsultants for the accuracy and competency of their designs or other work, nor shall such approval be deemed to be an assumption of such responsibility by the City for any defect in the design or other work prepared by the CONSULTANT, its employees, subcontractors, agents and consultants 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 at the address shown below, certified mail, return receipt requested unless otherwise specified herein Mailed notices shall be deemed communicated as of three days mailing. To CONSULTANT: To OWNER Shimek, Jacobs & Finklea City of Denton Attn: Gary C. Hendricks, P.E. ATTN. Robert E. Nelson, P.E. 8333 Douglas Avenue, #820 Title: Exec. Director of Utilities Dallas, Texas 75225 215 E. McKinney Denton, Texas 76201 All notices shall be deemed effective upon receipt by the party to whom such notice is given or within three days mailing. ARTICLE XV ENTIRE AGREEMENT This Agreement consisting of twelve (12) pages and one (1) exhibit 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 shall not cAuse the remainder to be invalid or unenforceable In such event, the party 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. PAGE 9 ARTICLE XVII COMPLIANCE WITH LAWS The CONSULTANT shall comply with all federal, state, 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 CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. ARTICLE XIX PERSONNEL A The CONSULTANT 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 of Denton, Texas CONSULTANT shall promptly inform the OWNER of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement B. All services required hereunder will be performed by the CONSULTANT 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 CONSULTANT 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 OWNER. ARTICLE XXI MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, 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 arrsing between the parties hereto out of or affecting this Agreement, or the rights or_obligatiohs of the parties ;hereunder, and unless such waiver or modification is in writing, duly executed, and, the parties further agree that the provisions of this section will not be waived unless as herein set forth. PAGE 10 ARTICLE XXII MISCELLANEOUS A The following exhibits are attached to and made a part of this Agreement Exhibit "A" (Shimek, Jacobs & Finklea Schedule of Charges, 1996). B CONSULTANT agrees that OWNER 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 CONSULTANT involving transactions relating to this Agreement CONSULTANT agrees that OWNER shall have access during normal working hours to all necessary CONSULTANT facilities and shall be provided adequate and appropriate working space in order to conduct audits in compliance with this section OWNER shall give CONSULTANT 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 person who will perform most of the work hereunder shall be Gary C Hendricks, P.E. However, nothing herein shall limit CONSULTANT from using other qualified and competent members of their firm to perform the services required herein. E. CONSULTANT shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, efficient manner; and, in accordance with the provisions hereof. In accomplishing the projects, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the OWNER. F. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT's disposal all available information pertinent to the project, including previous reports, any other data relative to the project and arranging for the access to, and make all provisions for the CONSULTANT to enter in or upon, public and private property as required for the CONSULTANT 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. PAGE 11 IN WITNESS HEREOF, the City of Denton, Texas, OWNER, has caused this Agreement to be executed by its duly authorized City Manager, and CONSULTANT has executed this Agreemen th ough its duly authorized partners on this the day of 1996. OWNER CITY OF DENTON, TEXAS Ted Benavides, City Manager ATTEST* JENNIFER WALTERS, CITY SECRETARY By A R VED AS TO LEGAL FORM: H ERT L. PROUTY, CITY ATTORNEY By. CONSULTANT SHIMEK, JACOBS INKLEA By: 4 GARY C. HE RICKS, P E. PARTNER ATTEST: SHIMEK, JACOBS & FINKLEA By:�G�/iD/� JOH W. BIRKHOFF, P E PARTNER F \WPDOCS\K\STORMWAT K PAGE 12 EXHIBIT "A" SHIMEK, JACOBS & FINKLEA SCHEDULE OF CHARGES 1996 Category Rate/Hour Drafter/Techmcian $25 00 55 00 Project Engineer $50 00 7500 Project Manager/Principal Engineer $80 00 11500 *Billable rates are based on direct salary cost tunes a multiplier of 2 3 Range of billable rates adjusted annually •A multiplier of 1 10 will be applied to all subcontract expenses A multiplier of 1 10 will be applied to all other direct non -labor expenses •In-house computer time is billed at $25 per hour *Expert witness tune is billed at $150 per hour *Plotting services $5 00 per sheet •2-Man Survey Crew billed at $80 00 per hour C \WPDOCSTMFDBIT A