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HomeMy WebLinkAbout1992-058e freemc ord ORDINANCE NO AN ORDINANCE AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH FREESE AND NICHOLS, INC FOR ENGINEERING SERVICES RELATED TO THE DESIGN OF IMPROVEMENTS TO THE EXISTING 5000 FEET RUNWAY, TAXIWAY AND PARKING APRON AT THE DENTON MUNICIPAL AIRPORT, AUTHORIZING THE EXPENDITURE OF FUNDS THEREFORE, AND DECLARING AN EFFECTIVE DATE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I. That the Mayor is hereby authorized to execute an agreement with Freese and Nichols, Inc for engineering services related to the design of improvements to the existing 5000 feet runway, taxiway and parking apron at the Denton Municipal Airport, a copy of which is attached hereto and incorporated by reference herein SECTION II That the City Council hereby authorizes the expenditure of funds in the manner and amount as specified in the agreement SECTION IV. That this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this the day of , 1992 ATTEST JENNIFER WALTERS, CITY SECRETARY BY ( dmul 14- /1 APPRO D AS TO LEGAL FORM DEBRA ADAMI DRAYOVITCH, CITY ATTORNEY BY 1� AGREEMENT FOR ENGINEERING SERVICES This Agreement is entered into this `'`vday of � 1992, by City of Denton, hereinafter called "OWNER" and Free a and Nichols, Inc , hereinafter called "ENGINEER" In consideration of the agreements herein, the parties agree as follows SECTION I EMPLOYMENT OF ENGINEER In accordance with the terms of this Agreement OWNER agrees to employ ENGINEER, engineer agrees to perform professional engineering services in connection with the Project, OWNER agrees to pay to ENGINEER compensation The OWNER'S approval, acceptance, use of or payment for all or any part of the ENGINEER'S services hereunder or of the Project itself shall no way alter the ENGINEER'S obligations or the OWNER'S rights hereunder Furthermore, it is expressly understood that the Federal Aviation Administration (FAA) has the right to approve the terms and conditions of this Agreement as well as the proposed scope and costs of the technical and professional services to be conducted as a part of the Project In addition, this Agreement is contingent upon receipt of funds pursuant to an FAA Grant for the purpose of providing the Federal share of the cost of the Project ENGINEER understands that it may render services and the Federal Aviation Administration may not award a grant funding this Project Both parties understand and agree that OWNER will not pay for any services rendered by ENGINEER unless the Federal Aviation Administration funds the Project The Project is improvements to the existing 5000' x 150' runway, full length taxiway, connecting taxiways and aircraft parking apron at the Denton Municipal Airport Improvements will include repairs to the ravelled areas and asphalt cracks in the runway A minimum of 1-1/2" thick non-structural hot mix asphalt concrete overlay will be designed for the runway to improve ridability and drainage The overlay will transition into the existing connecting taxiways at approximately the end of the radius returns The full length taxiway, connecting taxiways and aircraft parking apron in the terminal area will receive an asphalt seal coat New runway and taxiway markings will be provided SECTION II BASIC SERVICES ENGINEER shall render the following professional services in connection with the development of the Project A PRELIMINARY PHASE Study and Report Phase Upon execution of this Agreement, ENGINEER shall a Consult with OWNER (1) to review the scope of work, (2) to verify OWNER's requirements for the Project, and (3) to review available data b Advise OWNER as to the necessity of OWNER's providing or obtaining data or services from others, and assist OWNER in connection with any such services c Provide analyses of OWNER's requirements for the Project, as verified in Section II, Paragraph A 1 a , including planning, surveys, site evaluations and comparative studies of prospective sites and solutions d Prepare a Report containing schematic layouts, sketches and conceptual design criteria with appropriate exhibits to indicate the considerations involved and the alternative solutions available to OWNER and setting forth ENGINEER's findings and recommendations with opinions of probable construction costs for the Project, which includes estimates of contingencies and allowances for charges of professionals and consultants The alternate solutions shall be limited to not more than three e Furnish four (4) copies of the Report and present and review it in person with OWNER 2 Preliminary Design Phase After OWNER has accepted the report and has issued written authorization to proceed with the Preliminary Design Phase, ENGINEER shall a Prepare preliminary design documents consisting of design criteria, preliminary drawings and outline specifications b Based on the information contained in the preliminary design documents, submit a revised opinion of probable Project Costs c Furnish four (4) copies of the above preliminary design documents and present and review them with OWNER B DESIGN PHASE After written authorization, ENGINEER shall provide professional services in this phase as follows 2 1 Prepare detailed plans, specifications, contract documents, designs, and layouts of improvements to be constructed (surveys to be furnished as Additional Services, pursuant to Section III) 2 Advise OWNER of need for and recommend scope of all subsurface investigations, special analysis, hydraulic model studies, underwater exploration and mapping, etc, and the retention of special consultants The cost of such services shall be paid by OWNER and are not included in the services performed by ENGINEER 3 Furnish OWNER, when requested, the engineering data necessary for applications for routine permits required by local, state and federal authorities 4 Submit plans, specifications, and contract documents to the applicable federal and state agency(s) for approval, where required 5 Furnish such information necessary to utility companies whose facilities may be affected or services may be required for the Project 6 Prepare revised opinion of probable construction cost, and bidder's proposal forms (project quantities) of the improvements to be constructed 7 Furnish OWNER four (4) sets of copies of plans, specifications, and bid proposals marked "Preliminary" for approval by OWNER Upon final approval by OWNER, ENGINEER will provide OWNER forty (40) sets of copies of "Final" plans As directed by OWNER, additional sets of plans, specifications and bid documents as are necessary in the receipt of bids for construction and as are required in the execution of the Project, shall be furnished by ENGINEER and shall be paid for by OWNER at actual cost of reproduction C CONSTRUCTION PHASE Upon completion of the design services and approval of "Final" plans and specifications by OWNER, ENGINEER will proceed with the performance of services in this phase as follows 1 Assist OWNER in conducting one (1) pre -bid conference at the airport 2 Assist OWNER in securing bids, issuing notice to bidders and notifying construction news publications The notice to bidders will be furnished to OWNER for publication in the local news media The cost for publications shall be paid by OWNER 3 Assist OWNER in the opening, tabulation, and analysis of the bids received and furnish recommendations on the award of contracts or the appropriate actions to be taken by OWNER 3 4 Assist OWNER in the preparation of formal contract documents for construction contracts 5 Assist OWNER in conducting one (1) pre -construction conference with the Contractor(s), review construction schedules prepared by the Contractor(s) pursuant to the requirements of the construction contract, and prepare a proposed estimate of monthly cash requirements of the Project 6 Make two (2) visits each month to the site to observe the progress and the quality of work and to attempt to determine in general if the work is proceeding in accordance with the Contract Documents If ENGINEER is requested to visit the site more frequently than the specified number of visits each month, the requested visits shall be considered an Additional Service and ENGINEER shall be entitled to additional compensation 7 On the basis of on -site observations as an engineer, the ENGINEER shall keep the OWNER informed of the progress and quality of the Work, and shall exercise care and diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work of Contractor or any subcontractors ENGINEER shall provide OWNER a written report subsequent to each on -site visit The ENGINEER shall render services necessary for the development of the Project as outlined herein ENGINEER shall exercise the same degree of care, skill, and diligence in the performance of the Services as is ordinarily provided by a professional engineer under similar circumstances and ENGINEER shall, at no cost to OWNER, reperform services which fail to satisfy the foregoing standard of performance The ENGINEER shall not have control over or charge of and not be responsible for construction means, methods, techniques or procedures, or for safety precautions and programs in connection with the Work The ENGINEER shall not be responsible for the Contractor's schedules or failure to carry out the work in accordance with the Contract Documents except insofar as such failure may result from ENGINEER's negligent acts or omissions The ENGINEER shall not have control over or charge of acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any other person performing portions of the Work 8 Coordinate the work of testing laboratories and inspection bureaus required for the testing or inspection of materials, witnessed tests, factory testing, etc for quality control of the Project The cost of such quality control shall be paid by OWNER and is not included in the services to be performed by the ENGINEER 9 Consult and advise with OWNER during construction, make recommendations to OWNER regarding materials and workmanship, and prepare change orders with OWNER's approval 4 10 Review samples, catalog data, schedules, shop drawings, laboratory, shop and mill tests of material and test equipment and other data pursuant to the General Conditions of the Construction Contract 11 Assist OWNER in arranging for testing of materials and laboratory control during construction to be conducted at OWNER's expense 12 Interpret intent of the plans and specifications for OWNER and Contractor(s) Investigations, analyses, and studies requested by the Contractor(s) and approved by OWNER, for substitutions of equipment and/or materials or deviations from the plans and specifications will be considered an Additional Service 13 Review and comment on monthly and final estimates for payment to Contractor(s), pursuant to the General Conditions of the Construction Contract 14 Conduct, in company with OWNER's representative, a final review of the Project for conformance with the design concept of the Project and general compliance with the Contract Documents, and review and comment on the certificate of completion and the recommendation for final payment to the Contractor(s) 15 Revise the construction drawings in accordance with the information furnished by construction Contractor(s) reflecting changes in the Project made during construction Two (2) sets of prints of "Record Drawings" shall be provided by ENGINEER to OWNER 16 Assist OWNER in conducting a Correction Period Inspection as set forth in the construction Contract Documents SECTION III ADDITIONAL SERVICES Additional Services to be performed by ENGINEER, if authorized by OWNER, which are not included in the above described basic services, are described as follows A Field Surveying required for the preparation of designs, drawings and plans Benchmark datum shall originate on the airport B Field layouts or the furnishing of construction line and grade surveys C Making necessary property, boundary and right-of-way surveys, preparation of easement and deed descriptions, including title search and examination of deed records A D 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 OWNER E Providing shop, mill, field or laboratory inspection of materials and equipment F Preparing any required Operation and Maintenance Manuals or conducting operator training G 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 OWNER H Assisting OWNER in claims disputes with Contractor(s) I Performing investigations, studies and analyses of substitutions of equipment and/or materials or deviations from the plans and specifications J Assisting OWNER 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 K Providing environmental support services including the design and implementation of ecological baseline studies, environmental monitoring, impact assessment and analyses, permitting assistance, and other assistance required to address environmental issues SECTION IV RESPONSIBILITIES OF OWNER OWNER shall perform the following in a timely manner so as not to delay the services of ENGINEER A Designate in writing a person to act as OWNER's representative with respect to the services to be rendered under this Agreement Such person shall have contract authority to transmit instructions, receive information, interpret and define OWNER's policies and decisions with respect to ENGINEER's services for the Project B Provide all criteria and full information as to OWNER's requirements for the Project, including design objectives and constraints, space, capacity and N performance requirements, flexibility and expandability, and any budgetary limitations, and furnish copies of all design and construction standards which OWNER will require to be included in the plans and specifications C Assist ENGINEER by placing at ENGINEER's disposal all available information pertinent to the Project including previous reports and any other data relative to design or construction of the Project D Arrange for access to and make all provisions for ENGINEER to enter upon public and private property as required for ENGINEER to perform services under this Agreement E Examine all studies, reports, sketches, drawings, specifications, proposals and other documents presented by ENGINEER, obtain advice of an attorney, insurance counselor and other consultants as OWNER deems appropriate for such examination and render in writing decisions pertaining thereto within a reasonable time so as not to delay the services of ENGINEER F Furnish approvals and permits from all governmental authorities having jurisdiction over the Project and such approvals and consents from others as may be necessary for completion of the Project G OWNER shall make or arrange to have made all subsurface investigations, including but not limited to borings, test pits, soil resistivity surveys, and other subsurface explorations OWNER shall also make or arrange to have made the interpretations of data and reports resulting from such investigations All costs associated with such investigations shall be paid by OWNER H Provide such accounting, independent cost estimating and insurance counseling services as may be required for the Project, such legal services as OWNER may require or ENGINEER may reasonably request with regard to legal issues pertaining to the Project including any that may be raised by Contractor(s), such auditing service as OWNER may require to ascertain how or for what purpose any Contractor has used the moneys paid under the construction contract, and such inspection services as OWNER may require to ascertain that Contractor(s) are complying with any law, rule, regulation, ordinance, code or order applicable to their furnishing and performing the work I Attend the pre -bid conference, bid opening, preconstruction conferences, construction progress and other job related meetings and substantial completion inspections and final payment inspections J Give prompt written notice to ENGINEER whenever OWNER observes or otherwise becomes aware of any development that affects the scope or timing of ENGINEER's services, or any defect or non-conformance of the work of any Contractor 7 K Furnish, or direct ENGINEER to provide, Additional Services as stipulated in Section III of this Agreement or other services as required L Bear all costs incident to compliance with the requirements of this Section IV SECTION V COMPENSATION Compensation to ENGINEER for the work defined in Section II shall be the lump sum amount of $56,904 Progress payments may be requested by the ENGINEER based on the amount of work complete Requests for progress payments will not be more frequent than monthly B ADDITIONAL SERVICES 1 For Field Surveying Services For field surveying in Section III, except resident representation, ENGINEER shall be paid the lump sum amount of $6,050 2 Other Additional Services (if requested by OWNER) For other additional services the ENGINEER shall be paid based upon the Schedule of Charges, Attachment A SECTION VI PAYMENT Payment for the services of ENGINEER shall be due and payable upon submission of a statement for services to OWNER Statements for services shall not be submitted more frequently than monthly Any applicable new taxes imposed upon services, expenses, and charges by any governmental body after the execution of this Agreement will be added to ENGINEER's compensation If OWNER fails to make any payment due ENGINEER for services and expenses within thirty (30) days after receipt of ENGINEER's statement for services therefore, the amounts duo ENGINEER will be increased at the rate of one percent (1%) per month from said thirtieth (30th) day, and, in addition. ENGINEER may, after giving seven (7) days' written notice to OWNER, suspend services under this Agreement until ENGINEER has been paid in full, all amounts due for services, expenses and charges 93 SECTION VII TIME OF COMPLETION ENGINEER will commence work on the Project upon execution of this Agreement ENGINEER shall complete the work identified in Section II A and B within 45 days after receiving notice -to -proceed ENGINEER reserves the right to extend the completion schedule due to OWNER's delays Additional compensation may be requested by ENGINEER if project is unduly prolonged due to OWNER's delays SECTION VIII OPINION OF PROBABLE CONSTRUCTION COST ENGINEER will furnish an opinion of probable construction cost of the work, but does not guarantee the accuracy of such estimates Opinions of probable construction cost, financial evaluations, feasibility studies, economic analyses of alternate solutions and utilitarian considerations of operations and maintenance cost prepared by ENGINEER hereunder will be made on the basis of ENGINEER's experience and qualifications and represent ENGINEER's best judgement as an experienced and qualified design professional It is recognized, however, that ENGINEER does not have control over the cost of labor, material, equipment or services furnished by others or over market conditions or contractors' methods of determining their prices, and that any utilitarian evaluation of any facility to be constructed or work to be performed on the basis of the Report must of necessity be speculative until completion of its detailed design Accordingly, ENGINEER does not guarantee that proposals, bids or actual costs will not vary from opinions, evaluations or studies submitted by ENGINEER to OWNER hereunder SECTION IX REVISION TO PLANS AND SPECIFICATIONS OWNER reserves the right to direct substantial revision of the plans and specifications after approval by OWNER, as OWNER may deem necessary, but in such event, OWNER shall pay to ENGINEER just and equitable compensation for services rendered in making such revisions Any defective designs or specifications furnished by the ENGINEER will be promptly corrected by ENGINEER at no cost to the OWNER The ENGINEER shall render services necessary for the development of the Project as outlined herein ENGINEER shall exercise the same degree of care, skill and diligence in the performance of the Services as is ordinarily provided by a E professional engineer under similar circumstances and ENGINEER shall, at no cost to OWNER, reperform services which fail to satisfy the foregoing standard of performance SECTION X OBSERVATION AND REVIEW OF THE WORK ENGINEER will endeavor to protect OWNER against defects and deficiencies in the work of Contractors, by observation of the work as it progresses, by interpretation of the plans, specifications and other Contract Documents to and with the Contractors, by the disapproval of defective work as may be observed and the issuance of stop -orders from OWNER with respect to defective material and workmanship where they are observed, and ENGINEER will exercise due diligence to assist OWNER in requiring that the work be done in accordance with plans and specifications, but the Contractor will remain independent contractor with OWNER, and ENGINEER does not guarantee the performance of such construction contracts ENGINEER shall not be responsible or the acts or omissions of any person except his own employees and agents at the Project site or otherwise performing any of the work for the Project SECTION XI OWNERSHIP OF DOCUMENTS All documents prepared or furnished by ENGINEER (and ENGINEER's independent associates and consultants) pursuant to this Agreement are instruments of service and ENGINEER shall retain an ownership and property interest herein OWNER may make and retain copies for information and reference, however, such documents are not intended or represented to be suitable for reuse by OWNER or others Any reuse by OWNER or by those who obtained said documents from OWNER without written verification or adaptation by ENGINEER will be at OWNER's sole risk and without liability or legal exposure to ENGINEER, or to ENGINEER's independent associates or consultants, and OWNER shall indemnify and hold harmless ENGINEER and ENGINEER's independent associates and consultants from all claims, damages, losses and expenses including attorneys' fees arising out of or resulting therefrom Any such verification or adaptation will entitle ENGINEER to further reasonable compensation SECTION XII ARBITRATION No arbitration arising out of, or relating to, this Agreement involving one party to this Agreement may include the other party to this Agreement without their approval SECTION XIII TERMINATION OF CONTRACT OWNER may indefinitely suspend further work hereunder or terminate this Contract or any phase thereof upon thirty (30) days prior written notice to the ENGINEER with the understanding that immediately upon receipt of such notice all work and labor being performed under the Contract shall cease immediately Before the end of the thirty (30) day period, ENGINEER shall invoice the OWNER for all work accomplished by it prior to the receipt of such notice No amount shall be due for lost or anticipated profits All plans, field surveys, and other data related to the Project shall be come property of the OWNER upon termination of the Contract and shall be promptly delivered to the OWNER in a reasonable organized form without restriction on future use except as stated in Section XI Should OWNER subsequently contract with a new engineer for continuation of services on the Project, ENGINEER shall cooperate in providing information SECTION XIV SUCCESSORS AND ASSIGNMENTS OWNER and ENGINEER each are hereby bound and the partners, successors, executors, administrators and legal representatives of OWNER and ENGINEER are hereby bound to the other party to this Agreement and to the partners, successors, executors, administrators and legal representatives (and said assigns) of such other party, in respect of all covenants, agreements and obligations of this Agreement Neither OWNER nor ENGINEER shall assign, sublet or transfer any rights under or interest in (including, but without limitation, moneys that may become due or moneys that are due) this Agreement without the written consent of the other, except to the extent that any assignment, subletting or transfer is mandated by law or the effect of this limitation may be restricted by law Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement Nothing contained in this paragraph shall prevent ENGINEER from employing such independent associates and consultants as ENGINEER may deem appropriate to assist in the performance of services hereunder SECTION XV TITLE VI ASSURANCES During the performance of this contract, ENGINEER, for himself, its assignees and successors in interest (hereinafter referred to as the "ENGINEER" agrees as follows 11 1 Compliance with Regulations, The ENGINEER shall comply with the Regulations relative to non-discrimination in federally assisted programs of the Department of Transportation (hereinafter "DOT") Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of this contract 2 Non -Discrimination The ENGINEER, with regard to the work performed by it during the contract, shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment The ENGINEER shall not participate directly or indirectly in the discrimination prohibited by section 21 5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix B of the Regulations 3 Equipment In all solicitations either by competitive bidding or negotiation made by the ENGINEER for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the ENGINEER of the ENGINEER's obligations under this contract and the Regulations relative to non-discrimination on the grounds of race, color, or national origin 4 information and Reports The ENGINEER shall provide all information and reports required by the Regulations or directives issued pursuant thereto and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the sponsor or the Federal Aviation Administration (FAA) to be pertinent to ascertain compliance with such Regulations, orders, and instructions Where any information required of ENGINEER is in the exclusive possession of another who fails or refuses to furnish this information, the ENGINEER shall so certify to the sponsor or the FAA, as appropriate, and shall set forth what efforts it has made to obtain the information 5 Sanctions for Non -Compliance In the event of the ENGINEER's non- compliance with the non-discrimination provisions of this contract, the sponsor shall impose such contract sanctions as it or the FAA may determine to be appropriate, including, but not limited to a withholding of payments to the ENGINEER under the contract until the ENGINEER complies, and/or b cancellation, termination, or suspension of the contract, in whole or in part 12 6 IncorRoration of Provisions The ENGINEER shall include the provisions of paragraphs 1 through 5 in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Regulations of directives issued pursuant thereto The ENGINEER shall take such action with respect to any subcontract or procurement as the sponsor or the FAA may direct as a means of enforcing such provisions including sanctions for non-compliance Provided, however, that in the event ENGINEER becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, the ENGINEER may request the sponsor to enter into such litigation to protect the interests of the sponsor and, in addition, the ENGINEER may request the United States to enter into such litigation to protect the interests of the United States SECTION XVI MINORITY BUSINESS ENTERPRISE (MBE) ASSURANCES 1 Policy It is the policy of the Department of Transportation (DOT) that minority business enterprises as defined in 49 CFR Part 23 shall have a maximum opportunity to participate in the performance of contracts financed in whole or in part with Federal funds under this agreement Consequently, the MBE requirements of 49 CFR Part 23 apply to this agreement 2 MBE Obligation The ENGINEER agrees to ensure that minority business enterprises as defined in 49 CFR Part 23 have the maximum opportunity to participate in the performance of contracts financed in whole or in part with Federal funds under this agreement In this regard, ENGINEER shall take all the necessary and reasonable steps in accordance with 49 CFR Part 23 to ensure that minority business enterprises have the maximum opportunity to compete for and perform contracts ENGINEER shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of DOT -assisted contracts SECTION XVII INSURANCE A Prior to the time ENGINEER is entitled to commence any part of the services under this Contract, ENGINEER shall procure, pay for and maintain the following insurance written by companies licensed in the State of Texas or meeting surplus lines requirements of Texas law and acceptable to the OWNER The insurance shall be evidenced by delivery to the OWNER of certificates of insurance executed by the insurer listing coverage and limits, expiration date of policy, and certifying that the insurer is licensed to do business in Texas 1191 or meets the surplus lines requirements of Texas law The insurance requirements shall remain in effect throughout the term of this Contract 1 Worker's Compensation as required by law, Employer's Liability Insurance of not less than $100,000 for each accident E Liability, covering, but not limited to, the liability assumed under the indemnification provisions of this Contract, with limits of liability for bodily injury and property damage of not less than $250,000 Coverage shall be on an "occurrence" basis, and the policy shall include Broad Form Property Damage Coverage 3 Professional Liability Insurance (including Errors and Omissions) with minimum limits of $1,000,000 00 per occurrence 4 Comprehensive Automobile and Truck Liability Insurance, covering owned, hired and non -owned vehicles, with minimum limits of $250,000, each occurrence, for bodily injury and property damage, such insurance to include coverage for loading and unloading hazards 5 $1,000,000 combined single limits bodily injury and property damaged liability insurance, including death, as an excess of the primary coverage required above B Each insurance policy shall include the following conditions by endorsement to the policy 1 Each policy shall require that fifteen (15) days prior to the expiration, cancellation, non -renewal or any material change in coverage, a notice thereof shall be given to OWNER by certified mail to City of Denton Attn Robert E Nelson Executive Director for Utilities 215 East McKinney Street Denton, Texas 76201 2 Companies issuing the insurance policies shall have no recourse against OWNER for payment of any premiums or assessments for any deductibles and risk of ENGINEER 3 The term "OWNER" or "City of Denton" shall include all authorities, Boards, Bureaus, Commissions, Divisions, Departments, and offices of OWNER and the individual members, employees and agents thereof in their official capacities, and/or while acting on behalf of the City of Denton 14 4 The policy clause "Other Insurance" shall not apply to any insurance coverage held by OWNER, to any such future coverage, or to the OWNER'S Self -Insured Retentions of whatever nature ENGINEER hereby waives subrogation rights for loss or damage against OWNER to the extent same is covered by insurance SECTION XVIII ATTACHMENTS The following Attachments are attached to and made a part of this Agreement Attachment A - Schedule of Charges Nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than OWNER and ENGINEER, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of OWNER and ENGINEER and not for the benefit of any other party This Agreement constitutes the entire Agreement between OWNER and ENGINEER and supersedes all prior written or oral understandings This Agreement may only be amended, supplemented, modified or canceled by a duly executed written instrument This contract is executed in two counterparts N TESTS NY HEREOF, they have executed this Agreement, the �ay of 1992 ATTEST CITY OF DENTON OWNER O By ATTEST FREESE AND NICHOLS, INC ENGINEER�J By Ztdt X Yft e�i—P 15 Staff Members Resident Representation ATTACHMENT A SCHEDULE OF CHARGES Salary Cost Times Multiplier of 2 3 Salary Cost Times Multiplier of 2 0 Salary Cost is defined as the cost of payroll of ENGINEER, ENGINEER's employees, draftsmen, technicians, surveyors, clerks, laborers, etc , for time directly chargeable to the project, plus Social Security contributions, unemployment compensation insurance, retirement benefits, medical and insurance benefits, longevity payments, sick leave, vacation and holiday pay applicable hereto (Salary Cost is equal to 1 48 times payroll This factor is adjusted annually ) Other Direct Expenses Actual Cost Times Multiplier of 1 15 Other direct expenses shall include printing and reproduction expense, communication expense, travel, transportation and subsistence away from Fort Worth and other miscellaneous expenses directly related to the work, including costs of laboratory analysis, tests, and other work required to be done by independent persons or agents other than staff members 2-22-91 A-1 u n N