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September 7, 2010 Agenda
AGENDA CITY OF DENTON CITY COUNCIL September 7, 2010 After determining that a quorum is present, the City Council of the City of Denton, Texas will convene in a Work Session on Tuesday, September 7, 2010 at 4:30 p.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas at which the following items will be considered: 1. Requests for clarification of agenda items listed on the agenda for September 7, 2010. 2. Receive a report, hold a discussion, and give staff direction on the 2010-11 Proposed Budget, Capital Improvement Program, and Five-Year Financial Forecast. Following the completion of the Work Session, the City Council will convene in a Closed Meeting to consider specific items when these items are listed below under the Closed Meeting section of this agenda. When items for consideration are not listed under the Closed Meeting section of the agenda, the City Council will not conduct a Closed Meeting and will convene at the time listed below for its regular or special called meeting. The City Council reserves the right to adjourn into a Closed Meeting on any item on its Open Meeting agenda consistent with Chapter 551 of the TEXAS GOVERNMENT CODE, as amended, as set forth below. 1. Closed Meeting: A. Deliberations regarding Certain Public Power Utilities: Competitive Matters - Under Texas Government Code, Section 551.086; Deliberations regarding Real Property - Under Texas Government Code, Section 551.072; Consultation with Attorney - Under Texas Government Code, Section 551.071. 1. Discuss, deliberate and receive information from staff and provide staff with direction pertaining to further legal matters affecting the settlement tentatively approved on March 9, 2010 by and between the City, DBT Porcupine, L1, a Delaware Business Trust ("DBT") and BDC Family Limited Partnership, a Texas Limited Partnership regarding the settlement of conflicting legal claims and the granting of an easement to the City by DBT regarding that certain 3.814 acre tract of land situated at the northeast corner of Loop 288 and Spencer Road, in the City of Denton, Denton County, Texas and lying in the Mary L. Austin Survey, Abstract No. 4 and in the M.E.P. and P.R.R. Survey, Abstract No. 927, in the City of Denton, Denton County, Texas. Consultation with the City's attorneys regarding further legal issues associated with the compromise of conflicting claims regarding said land, where such discussion and deliberation in an open meeting would have a detrimental effect on the position of the City Council in negotiations regarding a final settlement of such claim and would clearly conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. B. Deliberations Regarding Certain Public Power Utilities: Competitive Matters - Under Texas Government Code Section 551.086. City of Denton City Council Agenda September 7, 2010 Page 2 1. Receive competitive public power information from staff in the form of a proposed operating budget for Denton Municipal Electric ("DME") for the upcoming fiscal year, including without limitation, revenues, expenses, commodity volumes, and commitments, and the direction of DME; and discuss, deliberate, consider adoption of the budget and other matters, and provide staff with direction regarding such matters. C. Consultation with Attorney - Under Texas Government Code, Section 551.071. 1. Receive a report and hold a discussion with the City's attorneys regarding legal issues related to the power and authority of the Denton County Transportation Authority ("DCTA") to acquire real property interests within the municipal boundaries of the City of Denton and actions of the City of Denton required for DCTA's acquisition of such real property interests. The duty of the City's attorneys to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with the provisions of the Texas Open Meetings Act, Chapter 551 of the Texas Government Code in this matter. ANY FINAL ACTION, DECISION, OR VOTE ON A MATTER DELIBERATED IN A CLOSED MEETING WILL ONLY BE TAKEN IN AN OPEN MEETING THAT IS HELD IN COMPLIANCE WITH TEXAS GOVERNMENT CODE, CHAPTER 551, EXCEPT TO THE EXTENT SUCH FINAL ACTION, DECISION, OR VOTE IS TAKEN IN THE CLOSED MEETING IN ACCORDANCE WITH THE PROVISIONS OF §551.086 OF THE TEXAS GOVERNMENT CODE (THE `PUBLIC POWER EXCEPTION'). THE CITY COUNCIL RESERVES THE RIGHT TO ADJOURN INTO A CLOSED MEETING OR EXECUTIVE SESSION AS AUTHORIZED BY TEX. GOVT. CODE, §551.001, ET SE Q. (THE TEXAS OPEN MEETINGS ACT) ON ANY ITEM ON ITS OPEN MEETING AGENDA OR TO RECONVENE IN A CONTINUATION OF THE CLOSED MEETING ON THE CLOSED MEETING ITEMS NOTED ABOVE, IN ACCORDANCE WITH THE TEXAS OPEN MEETINGS ACT, INCLUDING, WITHOUT LIMITATION §551.071-551.086 OF THE TEXAS OPEN MEETINGS ACT. Regular Meeting of the City of Denton City Council at 6:30 p.m. in the Council Chambers at City Hall, 215 E. McKinney Street, Denton, Texas at which the following items will be considered: REGULAR MEETING 1. PLEDGE OF ALLEGIANCE A. U. S. Flag B. Texas Flag "Honor the Texas Flag - I pledge allegiance to thee, Texas, one state under God, one and indivisible." City of Denton City Council Agenda September 7, 2010 Page 3 2. PROCLAMATIONS/PRESENTATIONS A. Proclamations/Awards 3. CONSENT AGENDA Each of these items is recommended by the Staff and approval thereof will be strictly on the basis of the Staff recommendations. Approval of the Consent Agenda authorizes the City Manager or his designee to implement each item in accordance with the Staff recommendations. The City Council has received background information and has had an opportunity to raise questions regarding these items prior to consideration. Citizens may speak on items listed on the Consent Agenda. A Request to Speak Card should be completed and returned to the City Secretary before Council considers the Consent Agenda. Citizen comments on Consent Agenda items are limited to three minutes. Listed below are bids, purchase orders, contracts, and other items to be approved under the Consent Agenda (Agenda Items A - K). This listing is provided on the Consent Agenda to allow Council Members to discuss or withdraw an item prior to approval of the Consent Agenda. If no items are pulled, Consent Agenda Items A - K below will be approved with one motion. If items are pulled for separate discussion, they may be considered as the first items following approval of the Consent Agenda. A. Consider adoption of an ordinance authorizing the City Manager to execute Change Order Number Five to the contract between the City of Denton and Terra- Solve, Inc. for design services related to the constriction of a fleet fueling facility located at 1251 South Mayhill Road; providing for the expenditure of funds therefor; and providing an effective date (File 4124-Change Order Number Five in the amount of $6,438 for a total contract amount of $104,075.97). B. Consider adoption of an ordinance authorizing the City Manager to execute Change Order Number Four to the contract between the City of Denton and Terra-Solve, Inc. for design services related to the constriction of a trick wash facility located at 1251 South Mayhill Road; providing for the expenditure of funds therefor; and providing an effective date (File 4125-Change Order Four in the amount of $12,337.27 for a total contract amount of $106,327.27). C. Consider adoption of an ordinance accepting competitive bids by way of an Interlocal Agreement with Harris County Department of Education and awarding a contract for the purchase and installation of two chiller units to service City of Denton facilities; providing for the expenditure of funds therefor; and providing an effective date (File 4552-Interlocal Agreement for Purchase and Installation of Two Chillers with Harris County Department of Education, contract awarded to Brandt Engineering in the amount of $440,544). D. Consider adoption of an ordinance approving a "First Amendment to Professional Services Agreement for Architect or Engineer" by and between the City of Denton, Texas and Malcolm Pirnie, Inc. to provide engineering services for the design of the Lake Lewisville Water Treatment Plant rehabilitation and process upgrade; authorizing the expenditure of funds therefor; and providing an effective City of Denton City Council Agenda September 7, 2010 Page 4 date (File 4399-providing for an additional $139,100 for additional services on the project for a total award of $2,739,100). The Public Utilities Board recommends approval (5-0). E. Consider adoption of an ordinance of the City of Denton, Texas, approving an amendment to a service agreement dated March 2, 2010 between the City of Denton and the Tejas Storytelling Association; and providing an effective date. ($350) F. Consider adoption of an ordinance repealing and replacing Ordinance No. 2006- 113 of the City of Denton, Texas, establishing fees to be charged for emergency ambulance services and standby emergency ambulance services in the city as provided for in Section 27-102 of Article IV of Chapter 27 "Vehicles for Hire" of the Code of Ordinances of the City of Denton, Texas; repealing all ordinances in conflict herewith; providing a severability clause; and providing an effective date. G. Consider adoption of an ordinance of the City of Denton, Texas amending a contract with Intermedix, Inc. for patient care reporting and emergency medical service (EMS) billing for the City of Denton Fire Department by amending provisions relating to the termination of collection efforts and compensation for services provided; authorizing the expenditure of funds therefor; and providing an effective date. H. Consider approval of a resolution by the City Council of the City of Denton relating to the issuance of bonds by North Texas Higher Education Authority, Inc.; approving the issuance of such bonds and the use of the proceeds of such bonds; recognizing that the City has no financial obligation to pay any principal or interest on the bonds, and making certain findings in connection therewith; and providing an effective date. L Consider adoption of an ordinance of the City of Denton, Texas, approving the extension of the term of a contract between the City of Denton, Texas and VP Imaging DBA DocuNav Solutions (BID NO. 4450) for an electronic document archiving system for the Planning and Development Department; authorizing the expenditure of funds therefor; providing a repealing clause; providing a severability clause; and providing an effective date. J. Consider adoption of an ordinance authorizing the City Manager to approve a first amendment to an Airport Lease Agreement approved by Resolution R87-054 dated September 15, 1987, between the City of Denton, Texas and First Financial Resources, Inc. at Denton Municipal Airport; and providing an effective date. The Airport Advisory Board recommends approval (6-0). K. Consider adoption of an ordinance of the City of Denton, Texas approving and authorizing the Final Compromise, Settlement and Release of All Claims by and between the City of Denton, Texas, DBT Porcupine, L1, a Delaware Business Trust and BDC Family Limited Partnership, a Texas Limited Partnership; authorizing the City Manager and City Attorney to act on the City's behalf in City of Denton City Council Agenda September 7, 2010 Page 5 executing any and all conveyances and other supporting documents pertaining thereto; and to take such other and further actions as are necessary to effectuate and finalize the settlement; authorizing the City Manager to execute a Quit Claim Deed regarding the tract in issue; authorizing the City Manager to receive an easement on behalf of the City of Denton, Texas; authorizing the expenditure of funds therefor; and declaring an effective date. 4. PUBLIC HEARINGS A. Hold a public hearing and receive citizen input on the FY 2010-11 Proposed Budget. 5. ITEMS FOR INDIVIDUAL CONSIDERATION A. Consider adoption of an ordinance of the City of Denton, Texas, amending Chapter 14 of the Code of Ordinances by adding Article IV Section 14-91, Illegal Smoking Products, to prohibit the use, purchase, possession and sale of salviadivinorum or salvinorum or any synthetic cannabinoid known or sold under such names as "Spice," "Genie," "DaScents," Zohai," "K-2," and "KO Knockout 2" and any analogue or variant thereof by whatsoever name it may be called for public health purposes; providing a repealing clause; providing a savings clause; providing a severability clause; providing for penalty of fine not to exceed Five Hundred Dollars ($500.00); and providing for an effective date. B. Consider appointments to the following boards and commissions: 1. Community Development Advisory Committee 2. Health & Building Standards Commission 3. Human Services Advisory Committee 4. Zoning Board of Adjustment C. Citizen Reports 1. Review of procedures for addressing the City Council. 2. Receive citizen reports from the following: a. Eli Gemini regarding Texas Filmmakers, Inc. b. Ken Gold regarding reducing fire protection. C. Bob Clifton regarding firemen's dilemma. d. John Baines regarding rental fee for City property. e. Donna Woodfork regarding community access. f Hatice Salih regarding the Denton Fire Department. D. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City Council or the public with specific factual information or recitation of policy, or accept a proposal to place the matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of community interest regarding which no action will be taken, to include: expressions of thanks, congratulations, or condolence; information regarding City of Denton City Council Agenda September 7, 2010 Page 6 holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. E. Possible Continuation of Closed Meeting under Sections 551.071-551.086 of the Texas Open Meetings Act. F. Official Action on Closed Meeting Item(s) under Sections 551.071-551.086 of the Texas Open Meetings Act. CERTIFICATE I certify that the above notice of meeting was posted on the bulletin board at the City Hall of the City of Denton, Texas, on the day of 2010 at o'clock (a.m.) (p.m.) CITY SECRETARY NOTE: THE CITY OF DENTON CITY COUNCIL CHAMBERS IS ACCESSIBLE IN ACCORDANCE WITH THE AMERICANS WITH DISABILITIES ACT. THE CITY WILL PROVIDE SIGN LANGUAGE INTERPRETERS FOR THE HEARING IMPAIRED IF REQUESTED AT LEAST 48 HOURS IN ADVANCE OF THE SCHEDULED MEETING. PLEASE CALL THE CITY SECRETARY'S OFFICE AT 349-8309 OR USE TELECOMMUNICATIONS DEVICES FOR THE DEAF (TDD) BY CALLING 1-800-RELAY- TX SO THAT A SIGN LANGUAGE INTERPRETER CAN BE SCHEDULED THROUGH THE CITY SECRETARY'S OFFICE. AGENDA INFORMATION SHEET AGENDA DATE: September 7, 2010 DEPARTMENT: Finance ACM: Jon Fortune SUBJECT Receive a report, hold a discussion, and give staff direction on the FY 2010-11 Proposed Budget, Capital Improvement Program, and Five-Year Financial Forecast. BACKGROUND The FY 2010-11 City Manager's Proposed Budget was submitted to the City Council on July 30th. Staff provided the City Council with a comprehensive overview of the proposed budget at a Budget Work Session on August 5, 2010. We discussed the proposed budget again during our work sessions on August 10th and August 17tH During these discussions, the City Council has asked a number of questions and requested a variety of information concerning the budget proposal. On August 17th, we provided the City Council with a memorandum that summarized the questions and answers that we had been able to compile. Since August 17th, we have also received additional questions from the City Council related to the proposed budget. The attached memorandum (Exhibit 1) summarizes all of the outstanding questions and answers that we have been able to compile since our initial budget discussions on August 5th, 10th and 17th Proposed Budget Revisions Since the proposed budget was presented to the City Council at the end of July, a number of changes have been discussed. Below is a summary of the changes that we are planning to incorporate into the final version of the budget that will be presented to the City Council for consideration on September 21st. In the General Fund, the expenditure budget for FY 2010-11 will remain the same as the amount recommended in the City Manager's Proposed Budget which is $90,016,715. Due to various changes, however, the General Fund revenue budget for FY 2010-11 will decrease from the proposed amount of $88,873,519 to $88,785,482 (excluding use of reserves). Agenda Information Sheet September 7, 2010 Page 2 The below table indicates the changes that are being incorporated. City Manager's Proposed FY 2010-11 General Fund Revenue Budget $88,873,519 Increase Proposed Tax Rate from $0.6890 to Effective Rate of $0.68975 $46,726 Increase Over 65 Exemption from $30,000 to $35,000 ($115,135) Receive Reimbursement from DME for 75% of Urban Forester Cost ($19,628) Use of Reserves $1,231,233 Total Revised FY 2010-11 Proposed Revenue Budget $90,016,715 FY 2010-11 Proposed General Fund Expenditure Budget $90,016,715 In the Technology Services Fund, staff recommends increasing the FY 2010-11 proposed budget by $250,000 from $6,556,317 to $6,806,317 to provide funding for a Disaster Recovery Datacenter. The City of Denton relies on numerous hardware and software systems for operations, billing, revenue collection, accounting and communications. A single data center in City Hall East provides these services. Any loss incurred at this facility (e.g. fire, flood, physical destruction) would significantly hamper or halt operations and financial transactions. A minimal investment in disk storage, networking equipment, and software would enable a second, redundant data enter to be constricted at the Spencer Substation location and provide immediate recovery of a limited set of critical software systems (JD Edwards financials, Harris billing, Exchange email, etc). Total capital expense would be $250,000 drawn from Technology Services Fund reserves. In the Recreation Fund, staff recommends increasing the FY 2010-11 proposed budget by $82,042 from $1,541,457 to $1,623,499 for temporary seasonal staffing, the need for which is created by frozen positions in the General Fund. This additional staffing is required to maintain adequate customer service. The Recreation Fund balance will be used to pay for these additional costs in FY 2010-11, but it is unlikely that this level of funding will be available in subsequent years. In the Non-Airport Gas Well Fund, the FY 2010-11 City Manager's Proposed Budget included $1.6 million in funding for a new animal shelter ($1,000,000) and comprehensive plan and mobility plan updates ($600,000). Due to the uncertainty regarding the cost estimates for these projects, staff is now recommending that this funding be removed from the FY 2010-11 proposed budget. As a result, staff recommends decreasing the Non-Airport Gas Well Fund FY 2010-11 proposed budget by $1.6 million from $1,992,900 to $392,900. Once cost estimates are determined with more precision, the City Council will be briefed on the project details, and if appropriate, a budget amendment can be considered by the Council at that time to provide funding. In the Tree Mitigation Fund, the cost of service transfer related to the Urban Forester position has been eliminated since a portion of this transfer will now be made from the Electric Fund (DME). As such, the Tree Mitigation Fund proposed budget has been reduced by $78,514 from $128,514 to $50,000. The expenses associated with this transfer will be absorbed by DME and the General Fund into their existing proposed budgets. Agenda Information Sheet September 7, 2010 Page 3 In the Capital Improvement Fund (CIP) budget, staff recommends increasing the FY 2010-11 proposed budget by $2,000,000 from $176,323,947 to $178,323,947 to provide additional debt issuance capacity for the Public Safety Training Facility. The full amount of debt associated with this facility was originally planned to be sold in FY 2012-13, but staff is now proposing to issue this debt in phases in order to hopefully preserve the grant funds that have been awarded for this project. The initial phase of this project is expected to consist of the constriction of a firing range at this facility consistent with the master plan. Once project details are finalized, staff will brief the City Council on the specifics of this proposal. All of the above changes are reflected in the attached Budget Resource and Expenditure Summary and Position Summary (Exhibit 2). In summary, the total revised City of Denton budget is recommended to increase by $653,528 to $594,428,699 compared to the City Manager's Proposed Budget of $593,775,171. The revised budget and tax rate will be presented for adoption to the City Council on September 21st. Customer Service As we have discussed during the last few weeks, the FY 2010-11 City Manager's Proposed Budget recommends that the Utility Customer Service hours of operation be reduced to 8 am to 5 pm, Monday through Friday, and that Saturday service be eliminated. Current lobby hours at City Hall East are Monday through Friday 8 am to 7 pm and Saturday 10 am to 3 pm. Since customer volumes typically decline more than 45% after standard business hours, staff does not expect this change to generate much of an inconvenience for our customers. By reducing the hours of operation to Monday through Friday 8 am to 5 pm, staff estimates the department will save $74,403 annually by eliminating one vacant position and reducing overtime associated with the extended hours of operations. To prepare the City's utility customers for the change in operating hours, Customer Service staff will begin posting notifications at City Hall East, on the City's Website, and on customers' utility bills. In addition, customers visiting the lobby will receive notification on their payment receipt, and customers calling Customer Service will receive notification via recorded message. Unless directed otherwise by the City Council, staff will proceed with posting the above mentioned notifications beginning on September 8th so that we will have an adequate amount of time to inform our customers prior to the October I" transition. Budget Adoption Schedule The purpose of this agenda item is to provide the City Council with the above described information concerning the proposed budget and allow an additional opportunity for questions and dialogue. Agenda Information Sheet September 7, 2010 Page 4 Below is the schedule we will follow to adopt the budget and tax rate: September 7 Public Hearing on Proposed Budget September 14 Budget Work Session September 21 City Council Adopts Budget and Tax rate I look forward to discussing the budget materials in detail with you. If you have any questions, or need additional information, please let me know. EXHIBITS 1. Budget Question and Answer Memorandum 2. Revised FY 2010-11 Proposed Budget Resources and Expenditure Summary Respectfully Submitted By: Bryan Langley Director of Finance DENTON DATE: September 3, 2010 Finance Department ' 215 E..11cKhm y ~ Denton, T_1 76201 (940) 349-8224 -DF117.11efro (972) 434-2259 Fay (940) 349-7206 MEMORANDUM TO: Honorable Mayor and Members of the City Council FROM: Bryan Langley, Director of Finance ~_A SUBJECT: City Council Budget Workshop Questions and Responses Information regarding the FY 2010-11 Budget and Five Year Forecast was presented to the City Council on August 5th, August loth, and August 17th. Questions were presented during and after the Budget Workshop presentation. Below is a listing of the outstanding City Council questions regarding the budget and the answers that staff has been able to compile. Q1: Provide information regarding the cost to implement the Downtown Implementation Plan (DTIP). A: Outlined below are components of the Downtown Implementation Plan and known costs over the next 10 months: • Microseal Hickory Street (between Bell and Locust) and Industrial Street (between Hickory and Sycamore). ($37,000 - Funded through bond interest income.) • Angle parking on Hickory Street (between Bell and Locust)/Industrial (between Hickory and Sycamore). ($18,000 - Funded through bond interest income.) • Way-finding study and signs. (Estimated at $75,000 - Anticipated savings associated with the Downtown Implementation Plan study are expected to be available to provide this funding.) • Complete Traffic Impact Analysis. ($150,000 - Funded through bond interest income.) • Sidewalks and Pedestrian Access for Hickory Street. ($250,000 - Funded through Federal Transportation Administration Grant.) Preliminary costs over the next 18 months to 2 years: • Hickory Street Project -Bell Avenue to the Downtown Square Water Line - $355,000 Sewer Line - $305,000 Pavement, Sidewalk and Drainage - $1,100,000 • Railroad to Bell Avenue Pavement and Drainage - $406,000 • Solid Waste costs are unknown at this time. 1 • Street Improvement costs for the remaining DTIP project are unknown at this time. Developer participation in street improvements is anticipated. Funding options for the above improvements are still being evaluated and will be provided to the City Council at a future date. Q2: What is the expected cost of the comprehensive plan and mobility plan updates that are included in the Non-Airport Gas Well Fund budget? Are there any other funding alternatives related to these projects? A: The comprehensive plan will take approximately 18-24 months to complete and will span two budget years. The current estimate is to complete this plan is $600,000 to $700,000. The City-wide mobility plan will be accomplished over a much shorter time span, estimated at 8-10 months. The estimated cost for this plan is $150,000 to $200,000. At this time, there are no other funding alternatives identified for these projects. Due to the uncertainty regarding these estimates, staff is now recommending that this funding be removed from the FY 2010-11 Proposed Budget. As a result, staff recommends decreasing the Non-Airport Gas Well Fund FY 2010-11 proposed budget by $1.6 million from $1,992,900 to $392,900. Once cost estimates are determined with more precision, the City Council will be briefed on the project details, and if appropriate, a budget amendment can be considered by the Council at that time to provide funding. Q3: Provide information regarding the purpose of the City Manager's contingency funds. How much was budgeted in FY 2009-10 and FY 2010-11? What have been the expenses in FY 2009-10? A: The City Manager's contingency funds are typically used for special projects that are deemed beneficial for the City, but may not have been a planned expense when the budget was adopted. In FY 2009-10, a number of contingency allocations were budgeted in the General Fund. Due to the volatility of fuel prices, and the concern over possible rapid price increases, a fuel contingency in the amount of $235,126 was established. Due to potential unforeseen vehicle repair costs, $52,671 was budgeted as a contingency for vehicle maintenance purposes. In addition, $100,000 was also budgeted for the City Manager for unspecified contingency items that may need to be addressed over the fiscal year. The total amount of budgeted contingency funds in FY 2009-10 was $387,797, which represents less than 0.5% of the total General Fund budget. These funds were set aside in the Non- Departmental General Fund budget to provide flexibility in addressing unforeseen issues that occurred in the fiscal year, and also, to prevent this funding from being spent by other departments on unrelated items. In other words, the contingency funds were established and managed to provide flexibility and promote fiscal discipline. 2 In FY 2009-10, $235,126 was budgeted in fuel contingency funds, and $185,303 has been spent year-to-date. Since fuel prices have been relatively stable, these contingency funds have been reprogrammed to pay costs related to the recent annexation and associated legal fees. In addition, these funds have been used to pay for consultant fees associated with the review of gas wells, as well as a hotel occupancy tax fund audit. In FY 2009-10, $100,000 was budgeted for the City Manager's contingency, and $4,767 has been spent year-to-date. Funds have been used for expenses related to consultant fees for work on the tax increment finance zone, city employee participation in the Leadership Denton program, and Urban Library Conference expenses. No expenses have been incurred with the $52,671 in vehicle maintenance contingency funds discussed above. For FY 2010-11, management has attempted to simplify the establishment of a contingency fund and reduce the overall amount. As a result, a single contingency fund of $200,000 has been established for the City Manager in FY 2010-11, which represents less than 0.25% of the total General Fund budget. This amount is approximately 50% less than FY 2009-10, and is intended to be used for any unforeseen issue deemed necessary by the City Manager. Q4: What is expected to be saved by opening the proposed employee health services clinic? A: The increasing cost of providing health benefits to employees, retirees and their respective dependents continues to be an ongoing challenge for most organizations. With the cost of medical care and prescription drugs continuing to increase at a faster rate than inflation, employers are faced with decisions to reduce benefits, increase premiums, or both, in order to pay for the rising cost of health care. One cost savings measure that the City of Denton is working on is the creation of a Health and Wellness Center, or Clinic, for all employees, retirees and dependents (members) that are part of the City's self-funded health program. The clinic would provide high quality, low or no cost primary medical care services for those that choose to access it. The concept of employee clinics has been around for many years. Early on these "company doctors" provided "sick call" examinations and focused more on occupational injuries. Over the last ten years or so, the scope of these clinics has expanded to function much like a family practice physician's office, providing primary medical care services to employees and their dependents. The theory is that by turning a component of the costs associated with health care into a fixed cost, employers can essentially provide the service more cost effectively than they can provide the benefit. Every office visit that can be diverted from the medical community generates hard dollar savings for the public entity. 3 For example, the average cost to the plan for a physician's office visit is $120. If the total annual operating cost for the clinic is $600,000, then it would take 5,000 office visits to break even. In 2009, the members of the self-insured health plan utilized approximately 9,000 office visits that could have been performed in the City's clinic. If the clinic is open for 253 operating days in a year, the medical staff would need to see 19.76 patients per day for the clinic to break even. In talking with six of the other Texas public entity clinics, the average number of patients being seen is approximately 26 per day. And while this number is affected by the size of the medical staff, the number of exam rooms and other factors, 26 patients per day would generate an additional $190,000 in savings in this example. On a $10,000,000 health plan, that would equate to a 2% savings. And while that level of savings certainly helps to decrease the overall medical trend, there is still the potential for even greater, though harder to measure, savings that can be realized through a clinic. In other words, it is hard to quantify the heart attack that never occurs or the cost savings related to a member who never becomes an insulin dependent diabetic due to the intervention and medical management by the clinic staff. Areas where additional savings can occur include: • Disease management - many family practices simply have too many patients to be effective in the area of disease management. They do not have sufficient time to do regular follow up with those patients that are trying to manage a chronic disease condition like asthma, diabetes, obesity, high blood pressure/cholesterol, etc. Or if they are able to follow up, it may require many repeated office visits at the cost of $20 per visit for the member and $100's to the plan. This ongoing cost can become a barrier to being compliant with treatment programs. By removing the cost barrier, by making care easier to access, by having a manageable patient case load that allows for follow-up and developing a personal relationship with a physician, the clinic can have a major impact on the costs associated with chronic care. • Wellness initiatives - the clinic would provide for a mechanism to connect members to wellness opportunities at the point in time where it is most meaningful. If a member receives a new diagnosis of high blood pressure, high cholesterol, or diabetes the clinic would be able to refer members directly to wellness and/or disease specific programs that are available to the City through United Healthcare, the City's Recreation Department and other partners/resources. One potential staffing model for the clinic could include a designated Wellness Coach that could assist members with diet, nutrition, fitness and exercise education as well as being a resource to the City's Wellness Committee for our ongoing wellness outreach efforts. • Medication prescribing patterns - the medical staff of the clinic only have to worry about one prescription drug formulary instead of multiple formularies. This will allow them to become intimately familiar with which drugs are on what tiers in order to prescribe medications that have the best clinical outcomes while maximizing 4 member and plan savings. In situations where there are no generic equivalents available for a specific drug, the clinic staff can prescribe a generic from within the same therapeutic class of drugs. It also will allow the plan to implement "step therapy," a proven cost saving strategy, without the need for intervention at the retail pharmacy level. • Physician and facility referrals - the medical staff at the clinic will develop relationships with providers and facilities in the medical community. While the clinic can deliver high quality, basic medical care, the clinic will still need to make referrals out to specialists (e.g. orthopedics, cardiologists, etc.), diagnostic testing facilities and laboratories. These referrals will be made to those providers that also deliver high quality, cost effective services and will not be influenced by other factors. • Accessibility - for some employees, even the current $20 office visit copayment can be a barrier to them accessing care when they are sick. Also, some members will not seek out some basic care because they don't have a family physician or because they don't want to wait for hours to see a doctor. By removing the cost barrier and by committing to see members at their scheduled appointment time, we can improve the access to basic medical care and thereby improve the overall health of our members. • Absenteeism and presenteeism - by increasing accessibility as indicated above, we can greatly reduce absenteeism and presenteeism related to illness. Additionally, by reducing wait times to see a medical professional we can reduce the time away from work to attend medical appointments. • Resource for other medical related services in the future - the clinic can potentially be used for services like drug test specimen collection, pre-employment physicals, fire & police physicals, basic laboratory and x-rays and other procedures that are currently being contracted for. • Establishment of an medical "home" for employees - many employees do not have a true family physician and rely on facilities like Minor Emergency, CareNow or even the Emergency Room for their basic health care needs. By offering no cost, accessible health care services, the clinic has the opportunity to become a medical home for employees. This will result in better outcomes through prevention measures based on early detection and management of chronic conditions. The idea for a clinic is certainly not on the "Bleeding Edge" of innovation as there are already many examples of public entity clinics in the Dallas/Ft. Worth area and throughout Texas. The cities of Abilene, Carrollton, Garland, Odessa, San Angelo, Montgomery County and Rockwall ISD all have very successful single entity programs while the City of Mesquite and the Mesquite ISD have partnered to create a joint clinic that includes a full service pharmacy. Additionally, the City of Galveston, Galveston ISD and Galveston County have formed a joint clinic. 5 While providing essentially the same basic services, each clinic is still unique in terms of how it delivers the care and what ancillary services it offers. In many of the entities, the medical staff that nuns the clinic are actually employees of the public entity, while others have contracted with companies that specialize in operating clinics to provide that service. Some clinics are staffed by doctors and some are staffed by physician's assistants and/or nurse practitioners overseen by a contracted Medical Director. Two of the above mentioned clinics (San Angelo and Mesquite) also have a fully staffed pharmacy that is nun by the entity while another (Garland) will be providing basic X-ray services later in the year. In addition, the triage of on-the-job injuries, basic lab work, pre-employment drug testing, pre-employment and Fire/Police physicals is being performed by some clinics. There appears to be no end to what can be included within the "universe of possibilities" regarding the setup and scope of the clinic operation. Much depends on the goals, objectives and size of the organization. By turning these expenses into a fixed cost, it is important to be able to spread those costs over a sufficient number of patients in order to maximize savings. With approximately 3,000 members and approximately 9,000 physician office visits in 2009, the City of Denton is large enough to support a clinic. However, if the City could find another entity (or entities) to partner with like the City of Mesquite and Mesquite ISD did, we would certainly be able to build a bigger clinic, with a larger medical staff and deliver additional services such as lab, X-ray and pharmacy. To that end, we have had discussions with Denton County and Denton ISD about partnering with us on a clinic. While both entities expressed interest in the idea and understood the benefits that could be realized from an employee clinic, neither entity was willing to enter into a joint clinic relationship at this time. Despite this, the City continues to move forward with the project. Initially we believed that our best option would be to hire the medical staff and manage the clinic operations ourselves. As the project has continued to evolve and we have gathered more information and discussed the project with City staff and the Employee Insurance Committee, we now believe it makes more sense to contract for clinic management services. To ensure that we receive the best possible proposals for this service, we are in the process of developing a Request for Proposal (RFP) to send out to the marketplace. At the request of the City Council, this RFP will also be sent to Health Services of North Texas. We are also looking at existing medical office space to house the clinic in order to reduce our upfront constriction/remodeling expenses. We continue to strongly believe that an employee health clinic will have a positive impact on the overall health of our employees as well as reducing our total health care 6 cost. The idea of a clinic is supported by management, the EIC, and by those employees who completed the wellness survey during the Employee Benefits & Wellness Fair (82% indicated that they were in favor of and would utilize an employee clinic). Q5: If property taxes for citizens over 65 years old were frozen, how would the impact of this compare to increasing the over 65 property tax exemption? A: As we have discussed during the budget process, the City Council agreed to increase the over 65 property tax exemption from $30,000 to $35,000 in FY 2010-11. In subsequent years, the City is planning to increase the exemption in $5,000 increments until a $50,000 exemption level is reached in FY 2013-14. The cost of each $5,000 increase in the over 65 exemption is approximately $168,000 in foregone revenue. In 2003, an amendment to the Texas Constitution provided cities the ability to freeze the homestead taxes of persons over the age of 65 or disabled. This amendment is similar to the current mandatory freeze on school district taxes. The City Council may elect to enact the freeze; however, an election must be called by the City Council if it receives a petition signed by five percent of the registered voters in the city. Once enacted, the tax freeze is permanent and cannot be removed. In 2006, The Audit/Finance Committee considered this issue and did not recommend implementation of the tax freeze. It was felt that tax relief for these groups of taxpayers already existed in the form of exemptions and at amounts substantially higher than the homestead exemption. Further, it was felt that freezing taxes for any one category of individuals produced inequity among all taxpayers and had the potential to shift the tax burden causing one category of taxpayers to have a higher burden than another. Currently, there are 4,898 over-65 parcels, including 388 with only a surviving spouse, on the City's 2010 tax roll. If enacted, the tax liability will be frozen at the current level and will not increase due to higher appraised values or tax rate increases. However, improvements made to a property would reset the frozen tax liability. It is anticipated that an annual increase in the tax rate would be needed in order to yield the same amount of projected tax revenue lost due to the freeze. Though as stated above, any increase in the tax rate will not impact those over 65 or disabled with frozen taxes. It is currently estimated that enactment of the freeze for persons over the age of 65 will reduce the City's tax levy by over $120,000 following the first year of implementation. Cumulatively over a five-year period this would result in a loss of over $1.9 million and $7.2 million over a 10-year period. (Assumes annual property value growth of 3%) 7 General Fund $ 85,835,283 $ 91,239,904 $ 88,108,337 $ 90,016,715 General Debt Service Fund 18,928,105 18,401,932 18,916,857 31,671,393 Electric Fund 131,650,583 151,152,370 136,386,464 147,469,327 Water Fund 36,365,372 46,096,185 40,893,134 38,952,688 Wastewater Fund 23,227,961 24,553,693 23,270,414 25,071,396 Solid Waste Fund 18,359,520 19,538,374 19,381,728 21,128,866 Airport Fund 1,602,989 2,897,072 3,112,457 3,769,658 Technology Services Fund 7,229,926 7,216,749 7,187,795 6,806,317 Materials Management Fund 8,964,328 6,978,929 6,524,266 7,318,474 Fleet Management Fund 7,135,038 10,478,650 7,692,639 10,122,835 Risk Retention Fund 2,910,959 2,837,706 2,797,706 2,890,724 Health Insurance Fund 15,818,453 18,377,480 18,929,260 17,958,217 Recreation Fund 1,263,663 1,425,702 1,403,065 1,623,499 Tourist & Convention Fund 1,402,388 1,382,665 1,268,641 1,314,246 Police Confiscation Fund 137,810 178,875 178,875 193,000 Traffic Safety Fund 180,271 181,000 338,450 385,000 Non-Airport Gas Well Fund 955,805 1,958,992 1,805,046 392,900 Parks Gas Well Fund - 1,450,992 1,574,446 365,800 Tree Mitigation Fund 50,879 100,000 50,000 52,500 Public Education Grant Fund 248,813 205,500 202,000 209,722 Miscellaneous Funds 367,677 40,175 177,200 1,141,324 TOTAL OPERATING RESOURCES $ 362,635,823 $ 406,692,945 $ 380,198,780 $ 408,854,601 Grant Program (L) 2,591,030 8,184,594 2,886,989 11,297,317 Capital Improvements Program 71,387,977 162,756,344 67,660,316 178,323,947 TOTAL RESOURCES $ 436,614,830 $ 577,633,883 $ 450,746,085 $ 598,475,865 General Fund $ 85,835,283 $ 91,239,904 $ 88,108,337 $ 90,016,715 General Debt Service Food 18,327,274 17,985,687 17,985,687 31,283,177 Electric Fund 126,572,768 147,128,591 136,386,464 144,397,734 Water Fund 36,365,372 46,096,185 40,893,134 38,952,688 Wastewater Fund 22,335,360 24,553,693 23,270,414 25,071,396 Solid Waste Fund 18,143,540 19,538,374 19,381,728 21,128,866 Airport Fund (1) 1,602,989 2,401,470 2,401,469 3,600,657 Technology Services Fund 7,229,926 7,216,749 7,144,419 6,806,317 Materials Management Fund 8,521,095 6,978,929 6,524,266 7,318,474 Fleet Management Fund 6,965,571 10,478,650 7,692,639 10,039,246 Risk Retention Fund 2,910,959 2,450,692 2,376,346 2,581,617 Health Insurance Fund 15,032,908 16,114,970 16,800,834 17,958,217 Recreation Fund 1,263,663 1,330,157 1,370,909 1,623,499 Tourist & Convention Fund 1,402,388 1,382,665 1,144,908 1,314,246 Police Confiscation Fund 87,550 161,000 161,000 193,000 Traffic Safety Fund 180,271 181,000 167,000 377,640 Non-Airport Gas Wells Fund - 1,958,992 1,805,046 392,900 Parks Gas Well Fund 1,350,000 1,350,000 350,000 Tree Mitigation Fund - 100,000 50,000 50,000 Public Education Grant Fund 209,801 118,222 182,546 209,722 Miscellaneous Funds 243,245 40,175 33,200 1,141,324 TOTAL OPERATING EXPENDITURES $ 353,229,963 $ 398,806,105 $ 375,230,346 $ 404,807,435 Grant Program (L) 2,591,030 8,184,594 2,886,989 11,297,317 Capital Improvements Program 71,387,977 162,756,344 67,660,316 178,323,947 TOTAL EXPENDITURES $ 427,208,970 $ 569,747,043 $ 445,777,651 $ 594,428,699 (1) The Airport Fund, formally known as the Airport Gas Well Fund, includes the budget for operations beginning in FY2010-11. (L) The Grant Program budget was restated in FY 2009-10 for comparability purposes to the FY 2010-11 proposed amount. AGENDA INFORMATION SHEET AGENDA DATE: September 7, 2010 Questions concerning this acquisition may be directed DEPARTMENT: Materials Management to Herman Lawson 349-7755 A~T ACM: Jon Fortune SUBJECT Consider adoption of an ordinance authorizing the City Manager to execute Change Order Number Five to the contract between the City of Denton and Terra-Solve, Inc. for design services related to the constriction of a fleet fueling facility located at 1251 South Mayhill Road; providing for the expenditure of funds therefor; and providing an effective date (File 4124- Change Order Number Five in the amount of $6,438 for a total contract amount of $104,075.97). FILE INFORMATION This contract is for engineering design services for a fleet fueling facility located at 1251 South Mayhill Road. The original contract amount of $48,900 included surveying and mapping services, architectural services, civil engineering services, a geotechnical study, foundation design and mechanical, electrical and plumbing design (Exhibit 1) for the facility. The facility will include underground storage for both biodiesel and ethanol. Change Orders One, Two, Three and Four totaling $48,737.97 were for the design of bid specifications, additional design changes, site preparation and engineering services (Exhibit 2). Change Order Five, which will bring the total contract amount to just over $100,000 and will require City Council approval, is for engineering and design services to change from a 60 KVA diesel generator to a smaller more suitable 25 KVA natural gas generator (Exhibit 3). The project is on schedule to be completed in October 2010 and is estimated to be completed $50,000 under budget. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Council awarded Bid 4336 Constriction of Alternative Fuel and Trick Wash Facility to Thaten Constriction Inc. on December 15, 2009. RECOMMENDATION Approve Change Order Five in the amount of $6,438 for a total contract amount of $104,075.97. PRINCIPAL PLACE OF BUSINESS Terra-Solve-Inc. Carrollton, TX Agenda Information Sheet September 7, 2010 Page 2 ESTIMATED SCHEDULE OF PROJECT This is anticipated to be the last change order for the fleet fueling portion of this project. The constriction of the trick wash facility is estimated to be complete by October 2010. FISCAL INFORMATION This change order will be funded from account 820005725.1365.40100. A line will be added to Purchase Order 146566. EXHIBITS Exhibit 1: Original Contract Exhibit 2: Change Orders 1-4 Exhibit 3: Change Order 5 Respectfully submitted: Bryan Langley, 349-7100 Director of Finance I -.CIS-File 4124 ATTACHMENT A PROFESSIONAL SERVICES AGREEMENT FOR ARCHITECT OR ENGINEER THIS AGREEMENT is made and entered into as of the -22nd day of Jul , 2008, 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 "Owner" and Terra-Solve Ine. , with its corporate office at 3216 Commander Dr. Ste 103, Carrollton, TX 75006 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, (describe the Project in the space below or in an attachment) Terra-Solve, Inc., (Terra-Solve) is pleased to present the following proposal and fee schedule to provide engineering design services for the above-referenced project. Terra-Solve understands the approximately 2 acre facility will contain approximately the following: 2- 15,000 gallon diesel USTs; 1- 12,000 gallon, 3 compartment (2 unleaded gasoline and I future fuel biodiesel or E-85) UST, I unleaded, 4 diesel, and one top loading dispensers, fhel system accessories and monitoring system, truck stop type pull through layout for multiple simultaneous fueling, small building to house monitoring system, pad and automatic transfer switch (ATS) for existing emergency generator, and canopy. Page 1 C:ll]ocarnents and Setthtgs\Perry Evans\My DocumentsWerra SolvelWorddocs1T31PROJECTS12008108665 Denton Fleet 'truck WashWSAr Architect FogincerTerra Solve,doc SECTION 2 COMPENSATION The Owner shall compensate the Design Professional as follows: 2.1 BASIC SERVICES 2.1.1 For Basic Services the total compensation shall be $48,900.00 2.1.2 Progress payments for Basic Services shall be paid in the following percentages for of the total compensation for the Basic Services satisfactorily completed at the end of the following phases of the Project; Schematic Design Phase 50% Design and Development Phase 95% Construction Documents Phase 98% Bidding Phase 120% Construction Phase NA% 2.2 ADDITIONAL SERVICES 2.21 Compensation for Additional Services is as follows: Principals Associates Technical Staff Clerical Staff $120 per hour $85 per hour $75 per hour $65 per hour 2.2.2 Compensation for Additional Services of consultants, including additional structural, mechanical and electrical engineering services shall be based on a multiple of 1.15 times the amounts billed to the Design Professional for such additional services. 2.3 REIMBURSABLE EXPENSES Reimbursable Expenses shall be a multiple of 1.15 times the expenses incurred by the Design Professional, the Design Professional's employees and consultants in the interest of the Project as defined in the General Conditions but not to exceed a total of $400 without the prior written approval of the Owner. Page 2 C.\Docunients and SettingsYerry EvansWy DocunientATerra SolvellVorddocslTSIPRO]ECTS12008108665 Denton Fleet Truck WashTSAI Architect Engineer Terra Solve.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: 1. City of Denton General Conditions to Agreement for Architectural or Engineering Services. 2. The Design Professional's Proposal Attachments through This Agreement is signed by the parties hereto effective as of the date first above written. CITY OF DENTON BY: GEORGE C. CAMP ELL CITY MANAGER ATTEST: JEN IFER WALTERS, TY SECRETARY BY: APPR4ED AS LEGAL FORM: JOHN M. KNIGHT, INTERIM CITY ATTORNEY BY: DESIGN F RM 1 BY: Fir 's Officer, epresentatlve ' WITNESS: BY: Page 4 CA1Documcnts and SettingsWury EvanslMy DommeatMerra Solve\NVorddocs\TSTROJECTS12008108665 Denton Fleet Truck Wnsl*Professionaf Services Agreement Architect Engineer with CIQ (2).doc CITY OF DENTON GENERAL CONDITIONS TO AGREEMENT FOR ARCHITECTURAL OR ENGINEERING SERVICES ARTICLE I. ARCHITECT OR ENGINEER'S RESPONSIBILITIES 1.1 The Architect or Engineers services consist of those services for the Project (as defined in the agreement (the "Agreement") and proposal (the "Proposal") to which these General Conditions are attached) performed by the Architect or Engineer (hereinafter called the "Design Professional") or Design Professional's employees and consultants as enumerated in Articles 2 and 3 of these General Conditions as modified by the Agreement and Proposal (the "Services"). 1.2 Tlne 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, infnnned judgments and prompt timely actions (the "Degree of Care"). The Services shall be performed as expeditiously as is consistent with the Degree of Care necessary for the orderly progress of the Project. Upon request of the Owner, the Design Professional shall submit for the Owners 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 Owncrs 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 patties. 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 2.0 of these General Conditions and include without limitation nomial structural, civil, mechanical and electrical engineering services and any other engineering services necessary to produce a complete and accurate set of Construction Documents, as described by and required in Section 2.4. The Basic Services may be modified by the Agreement. 21 SCHEMATIC DESIGN PHASE 2.2.1 The Design Professional, in consultation with the Ouster, shall develop a written program for the Project to ascertain Owners needs and to establish the requirements for the Project. 2.2.2 The Design Professional shall provide a preliminary evaluation of the Owners program, construction schedule and construction budget requirements, each it terms of the other, subject to the limitations set forth in Subsection 52.1. 2.2.3 The Design Professional shall review with the Owner alternative approaches to design and constriction of the Project. 2.2.4 Based on the mutually agreed-upon program, schedule and construction budget requirements, the Design Professional shalt 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 of construction. 2.3 DESIGN DEVELOPMENT PHASE 233 Based on the approved Schematic Design Documents and any adjustments authorized by the Owner in the program, schedule or construction budget, the Design Professional shalt prepare for approval by the Owtter, Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the Project as to architectural, structural, mechanical and electrical systems, materials acid such other elements as tuay be appropriate, which shall comply with all applicable laws, statutes, ordinances, codes and regulations. Notwithstanding Owners approval of the documents, Design Professional represents that the Documents and specifications will be sufficient and adequate to ftdfill the purposes ofthe Project. 2.3.2 The Design Professional shall advise the Owner of any adjustments to the preliminary estimate of Construction Cost in a further Detailed Statement as described it Section 2.2.5. 2.4 CONSTRUCTION DOCUMENTS PHASE 2.4.1 Based on the approved Design Development Documents and any further adjustments in the scope or quality of the Project or in the construction budget authorized by the Owner, the Design Professional shall prepare, for approval by the Owner, Construction Documents consisting of Drawings and Specifications setting forth in detail requirements for the construction of the Project, uhich shall comply with all applicable laws, statutes, ordinances, codes and regulations. 2.4.2 The Design Professional shall assist the Owner in the preparation of the necessary bidding or procurement information, bidding or procurement forms, the Conditions of the contract, and the fort of Agreement between the Owner and contractor. 2,43 The Design Professional shall advise the Owner of any adjustments to previous preliminary estimates of Constriction Cost indicated by changes in requirements or general market conditions. 2.4.4 The Design Professional shall assist the 0w7ter in connection .%ith the Owners responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. 2.5 CONSTRUCTION CONTRACT PROCUREMENT 2.5.1 The Design Professional, following the Owners approval of the Construction Documents and of the latest preliminary detailed estimate of Construction Cost, shall assist the Owner in procuring a construction contract for the Project through any procurement method that is legally applicable to the Project including without Page 4 CADocuments and SettingslPerry Evans\My DocurnentslTerra SolvelWorddoeslTS1PROJECTSE260g108665 Denton Fleet Truck WashIPSAI Architect Engineer Terra Solve.doc limitation, the competitive sealed bidding process. Although the Owner will consider the advice of the Design Professional, the award of the construction contract is in the sole discretion of the Owner. 2.5.2 If the construction contract amount for the Project exceeds the total construction cost of the Project as set forth in the approved Detailed Statement of Probable Constriction Costs of the Project submitted by the Design Professional, then the Design Professional, at its sole cost and expense, will revise the Construction Documents as may be required by the Owner to reduce or modify the quantity or quality of the work so that the total construction cost of the Project will not exceed the total construction cost set forth in the approved Detailed Statement of Probable Construction Costs. 2.6 CONSTRUCTION PHASE - ADMINISTRATION OF THE CONSTRUCTION CONTRACT 2.6.1 The Design Professional's responsibility to provide Basic Services for the Construction Phase under this Agreement commences with the award ofthe Contract for Constriction and tenninates at the issuance to the Owner of the final Certificate for Payment, unless extended under the terns of Subsection 8.3.2. 2.6.2 The Design Professional shall provide detailed administration of the Contract for Construction as set forth below. For design professionalss the administration shall also be in accordance with AIA document A201, General Conditions of the Contract for Construction, current as of the date of the Agreement as may be amended by the City of Denton special conditions, unless otherwise provided in the Agreement. For engineers the administration shall also be in accordance with the Standard Specifications for Public Works Construction by the North Central Texas Council of Governments, current as of the date of the Agreement, unless otherwise provided in the Agreement. 2.6.3 Construction Phase duties, responsibilities and limitations of authority of the Design Professional shall not be restricted, modified or extended without written agreement of the Owner and Design Professional. 16.4 The Design Professional shalt be a representative of and shall advise and consult with the Owner (1) during construction, and (2) at the Owners direction from time, to time during the correction, or v,nrranty period described in the Contract for Construction. The Design Professional shall have authority to act on behalf of the Owner only to the extent provided in the Agreement and these General Conditions, unless otherwise modified by written instrument. 2.6.5 The Design Professional shall observe the construction site at least one time a week, while construction is in progress, and as reasonably necessary while construction is not in progress, to become familiar with the progress and quality of the work completed and to determine if the work is being performed in a manner indicating that the work when completed will be in accordance with the Contract Documents. Design Professional shall provide Owner a written report subsequent to each on-site visit. Our the basis of on-site observations the Design Professional shall keep the Owner informed of the progress and quality of the work, and shall exercise the Degree of Care mud diligence in discovering and promptly reporting to the Owner any observable defects or deficiencies in the work of Contractor or any subcontractors. The Design Professional represents that he will follow Degree of Care in performing all Services under the Agreement. The Design Profess€onal shall promptly correct any defective designs or specifications famished by the Design Professional at no cost to the Owner. The Owners approval, acceptance, use of or payment for all or any part of the Design Professional's Services hereunder or of the Project itself shall in no way alter the Design Professional's obligations or the Owner's rights hereunder. 2.6.6 The Design Professional shall not have control over or charge of and shall not be responsible for constriction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the work. The Design Professional shall not be responsible for the Contractor's schedules or failure to carry out the work in accordance with the Contract Documents except insofar as such failure may result from Design Professional's negligent acts or omis- sions. The Design Professional shall not have control over or charge of acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any other persons performing portions of the work. 2.6.7 The Design Professional shall at all times have access to the work wherever it is in preparation or progress. 2.6.8 Except as may otherwise be provided in the Contract Documents or when direct comnunieattons have been specially authorized, the Owner and Contractor shall communicate through the Design Professional. Communications by and with the Design Professional's consultants shall be through the Design Professional. 2.6.9 Based out the Design Professional's observations at the site of the work and evaluations of the Contractor's Applications for Payment, the Design Professional shall review and certify the amounts due the Contractor. 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 with the Contract Documents. The foregoing representations are subject to minor deviations from the Contract Documents cor- rectable prior to completion and to specific qualifications expressed by the Design Professional. The issuance of a Certificate for Payment shalt further constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment shall not be a representation that the Design Professional has (I) reviewed construction means, methods, techniques, sequences or procedures, or (2) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. 2.6.11 'llte Design Professional shall have the responsibility and authority to reject work which does not confomr to the Contract Documents. Whenever the Design Professional considers it necessary or advisable for implementation of the intent of the Contract Documents, the Design Professional will have authority to require additional inspection or testing of the work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Design Professional nor a decision made in good faith either to exercise or not exercise such authority shall give rise to a duty or responsibility of the Design Professional to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons performing portions of the work. 2.6.12 The Design Professional shalt review and approve or take other appropriate action upon Contractor's submittals such as Shop Drawings, Product Data and Samples for the purpose of (1) determining compliance with applicable laws, statutes, ordinances and codes; and (2) determining wvliethcr 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 pennit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities or for substantiating instructions for installation or performance of equipment or systems designed by the Contractor, all of which remain the responsibility of the Contractor to the extent required by the Contract Documents. The Design Professional's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Design Professional, of construction means, methods, techniques, sequences or procedures. The Design Professional's approval ofa specific item shall not indicate approval of an assembly of which the item is a component. When professional certification of performance characteristics Page 5 C:1Docurnems and SettingsWerry Evansllvly DocumentsWerra SolvelWorddocslTSTROJECTS12008108665 Denton Fleet Truck WashIPSAI Architect Engineer Terra Solve.doc of materials, systems or equipment is required by the Contract Documents, the Design Professional shall be entitled to rely upon such certification to establish that the materials, systems or equipment will meet the performance criteria required by the Contract Documents. 2.6.13 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 adjushment in the Contract Sum or an extension of the Contract Time which arc not inconsistent with time intent ofthe Contract Documents. 2.6.14 On behalf of the Owner, the Design Professional shall conduct inspections to determine the dates of Substantial Completion and Final Completion, and if requested by the Owner shall issue Certificates of Substantial and Final Completion. The Design Professional will receive and review written guarantees and related documents required by the Contract for Construction to be assembled by the Contractor and shall issue a final cetiiileate for Payment upon compliance with the requirements of the Contract Documents. 2AAS The Design Professional shall interpret and provide recommendations on matters concerning performance of the Owner and Contractor under the requirements of ilne Contract Documents on written request of either the Owner or Contractor. The Design Professional's response to such requests shall be made with reasonable promptness and within any time limits agreed upon. 2.6.16 Interpretations and decisions of the Design Professional shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form ofdrawings. When making such interpretations and initial decisions, the Design Professional shall endeavor to secure faithful performance by both Owner and Contractor, and shall net 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 Owvmcr and Contractor relating to the execution 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 damages 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. 2.6,19 The Design Professional shall provide the Owner with four sets of reproducible prints showing all significant changes to tine Construction Documents during the Construction Phase. ARTICLE 3 ADDITIONAL. SERVICES 3.1 GENERAL 3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified in the Agreement or Proposal, and they shall be paid for by the Owner as provided in the Agreement, in addition to the compensation for Basic Services. T1me services described under Sections 3.2 and 3.4 shall only be provided if authorized or confirined in writing by the Owner. If services described under Contingent Additional Services in Section 3.3 are required due to circumstances beyond the Design Professional's control, the Design Professional shall notify the Owner in writing and shall not commence such additional services until it receives written approval from the Owner to proceed. If the Owner indicates in writing that all or part of such Contingent Additional Services are not required, the Design Professional 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 therefor as agreed by the Owner and Design Professional. 3.3 CONTINGENT ADDITIONAL SERVICES 33.I Making material revisions in Drawings, Specifications or other documents when such revisions are: 1, inconsistent with approvals or instnictions previously given by the Owner, including revisions made necessary by adjustments in the Owners program or Project budget; 2. required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents, or 3. due to changes required as a result of the Owmtees failure to render decision in a timely manner. 3.3.2 Providing services required because of significant changes in the Project hicluding, but not limited to, size, quality, complexity, or the Owner's schedule, except for services required under Subsection 2.5.2. 3,3.3 Preparing Drawings, Specifications and other documentation and supporting data, and providing other services in connection with Change Orders and Construction Change Directives. 3.3.4 Providing consultation concerning replacement of work damaged by fire or other cause during construction, and furnishing services required in connection with the replacement of such work. 3.3.5 Providing services made necessary by the default of the Contractor, by major defects or deficiencies in the work of the Contractor, or by failure of performance of either the O%Nncr or Contractor under the Contract for Construction. Page 6 C:1Documents and SettingslPerry EvansWy DocurnentsWerra SolvelWorddocs\TS1PROJECTS12008108665 Denton Fleet Truck Wash1PSA I Architect Engineer Terra Solve.doc 3.3.6 Providing services in evaluating an extensive number of claims submitted by the Contractor or others in connection with the work. 3.3.7 Providing services in connection with a public hearing, arbitration proceeding or legal proceeding except where the Design Professional is party thereto. 3.3.8 Providing services in addition to those required by Article 2 for preparing documents for alternate, separate or sequential bids or providing services in connection with bidding or construction prior to the completion of the Construction Documents Phase. 3.39 Notwithstanding anything contained in the Agreement, Proposal or these General Conditions to the contrary, all services described in this Article 3 that are caused or necessitated in whole or in part due to the negligent act or omission of the Design Professional shall be performed by the Design Professional as a part of the Basic Services under the Agreement with no additional compensation above and beyond the compensation due the Design Professional for the Basic Services. The intervening or concurrent negligence of the Owner shall not limit the Design Professional's obligations under this Subsection 3.3.9. 3.4 OPTIONAL ADDITIONAL SERVICES 3.4.1 Providing financial feasibility or other special studies. 3.4.2 Providing planning surveys, site evaluations or comparative studies of prospective sites. 3.4.3 Providing special surveys, environmental studies and submissions required for approvals of governmental authorities or others having jurisdiction over the Project. 3.4.4 Providing services relative to future facilities, systems and equipment. 3.4.5 Providing services to investigate existing conditions or facilities or to make treasured drawings thereof: 3.4.6 Providing services to verify the accuracy of drawings or other information fitmished by the Owner. 3.4.7 Providing coordination ofconstruction performed by separate contractors or by the Owner's own forces and coordination of services required in connection with construction perforated and equipment supplied by the Oivner. 3.4.8 Providing detailed quantity surveys or inventories ofmaterial, equipment and labor. 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 operation and maintenance manuals, training personnel for operation and maintenance and consultation during operation. 3.4.13 Providing interior design artd similar services required for or in connection with the selection, procurement or installation of furniture, fumisltings and related equipment. 3.4.14 Providing services other than as provided in Section 2.6.4, after issuance to the Owner of the final Certificate for Payment mid expiration of the Warranty period ofthe Contract for Construction. 3.4.15 Providing services of consuhants for other than architectural, civil, structural, mechanical and electrical engineering portions ofthe 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 con- struction based on marked-up prints, drawings mid other data furnished by the Contractor to the Design Professional. 3.4.18 Notwithstanding anything contained in the Agreement, Proposal or these General Conditions to the contrary, all services described in this Article 3 that are caused or necessitated in whole or in part due to the negligent act or omission of the Design Professional shall be performed by the Design Professional as a part of the Basic Services under the Agreement with no additional compensation above and beyond the compensation due the Design Professional for the Basic Services. The intervening or concurrent negligence ofthe Owner shall not limit the Design Professional's obligations under this Subsection 3.4.18. ARTICLE 4 OWNER'S RESPONSIBILITIES 4.1 ne Owner shall consult with the Design Professional regarding requirements for the Project, including (1) the Owner's objectives, (2) schedule and design constraints and criteria, including space requirements and relationships, flexibility, expendability, special equipment, systems and site requirements, as more speci- fically described in Subsection 2.2.1. 4.2 The Owner shall establish and update an overall budget for the Project, including the Construction Cost, the Owner's other costs and reasonable contingencies related to all of these costs. 4.3 If requested by the Design Professional, the Owner shall funiish evidence that financial arrangements have been made to fulfill the Owner's obligations under this Agreement. Page 7 C:1Documents and SettingsTerry Bvans\My DocumentsWerra Solve\N'VorddocslTSTROJECTS12008108665 Denton Fleet Truck WashIPSAI Architect Engineer Terra Solve.doc 4.4 The Owner shall designate a representative authorized to act on the Owner's behalf with respect to the Project. The Owner or such authorized representative shall render decisions in a timely manner pertaining to documents submitted by the Design Professional in order to avoid unreasonable delay in the orderly and sequential progress of the Design Professional's services. 4,5 Where applicable, the Owner shall fuundsh surveys describing physical characteristics, legal limitations and utility locations for the site ofthe Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data pertaining to existing buildings, other improvements and trees; and information concerning available utility services rued 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 Owner shall furnish the services of geotechnical engineers when such services are requested by the Design Professional. Such services may include but are not limited to test borings, test pits, determinations ofsoil bearing values, percolation tests, evaluations o£hazardous materials, ground corrosion and re- sistivity tests, including necessary operations for anticipating sub-soil conditions, with reports and appropriate professional recommendations. 4.6.1 The Owner shall fumish the services of other consultants when such services are reasonably required by the scope of the Project mid are requested by the Design Professional acid are not retained by the Design Professional as part o€its Basic Services or Additional Services. 4.7 When not a part of the Additional Services, the Owner shall fumisli structural, mechanical, chemical, air and water pollution tests, tests of hazardous materials, and outer 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 Owvmer may require to verify the Contractor's Applications for Payment or to ascertain how or for what purposes the Contractor has used the money paid by or on behalf ofthe Owner. 4.9 The services, infomaation, 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 ifthe Owner becomes aware of any fault or defect in the Project or nonconformance with the Contract Documents. 4.11 Design Professional shall propose language for certificates or certifications to lie requested of the Design Professional or Design Professional's consultants and shall submit such to the Ottnmer for review and approval at least fourteen (14) days prior to execution. The Owner agrees not to request certifications that would require knowledge or services beyond the scope of the Agreement, ARTICLE 5 CONSTRUCTION COST 5.1 CONSTRUCTION COST DEFINED 5.1.1 `flue Construction Cost shall be the total cost or estimated cost to the Owner of all elements of the Project designed or specified by the Design Professional. 5.1.2 The Construction Cost shall include the cost at current market rates of labor acid materials furnished by the Owner and equipment designed, specified, selected or specially provided for by the Design Professional, plus a reasonable allowance for the Contractor's overhead and profit. In addition, a reasonable allowance for con- tingencies shall be included for market conditions at the time of bidding and for changes in the work during construction. 5.1.3 Construction Cost does not include the compensation of the Design Professional and Design Professional's consultants, the costs of the land, rights-of--way, financing or other costs N%hich 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, preliminary estimates of Construction Cost and detailed estimates of Construction Cost prepared by the Design professional represent the Design Professional's best judgment as a design professional familiar with the construction industry. it is recognized, however, that neither the Design Professional nor the Owner has control over the cost of labor, materials or equipment, over the Contractor's methods of detennining bid prices, or over competitive bidding or market conditions. Accordingly, the Design Professional camtot and does not warrant or represent that bids or cost proposals will not vary from the Owner's Project budget or from any estimate of Construction Cost or evaluation prepared or agreed to by the Design Professional. 5.2.2 No fixed limit of Construction Cost shall be established as a condition of the Agreement by the ]furnishing, proposal or establishment of a Project budget, unless such fixed limit has been agreed upon in writing and signed by the parties thereto. If such a fixed limit has been established, the Design Professional shall be permitted to include contingencies for design, bidding and price escalation, to determine what materials, equipment, component systems and types of construction arc to be included in the Contract Documents, to make reasonable adjustments in the scope of the Project and to include in the Contract Documents alternate bids to adjust the Construction Cast to the fixed limit. Fixed limits, if any, shall be increased in the amount of an increase in the Contract Sum occurring after execution of the Contract for Construction. 5.2.3 If the Procurement Phase has not conanenced ,vithio 90 days alter the Design Professional submits the Construction Documents to the Owner, any Project budget or fixed limit of COnStrUClion Cost shall be adjusted to reflect changes in the general level ofprices in the construction industry between the date of submission ofthe Construction Documents to the Owner and the date on which proposals are sought. ARTICLE 6 OWNERSHIP AND USE OF DOCUMENTS 6.1 The Drawings, Specifications and other documents prepared by the Design Professional for this Project are instruments of the Design Professional's service and shall become the property of the Owner upon termination or completion of the Agreement. The Design Professional is entitled to retain copies of all such documents. Such documents are intended only be applicable to this Project, acrd Owner's use of such documents in other projects shall be at Owner's sole risk and expense. In the event the Owner uses any of the information or materials developed pursuant to the Agreement in another project or for other purposes than are specified tut the Agreement, the Design Prollmionat is released from any and all liability relating to their use in that project Page 8 C-\Documents and SettingsWerry EvansWy Docu nentsWerra Solve\WOrddocs\TSTROJECTS12008108665 Denton Fleet Truck Was]APSAI Architect Engineer Terra Solve.doc 6.2 Submission or distribution ofdocunients to meet official regulatory requirements or for similar purposes in connecl'ron with the Project is not to be construed as publication in derogation of the Design Professional's reserved rights. ARTICLE 7 TERMINATION, SUSPENSION OR ABANDONMENT 7.1 The Design Professional may terminate the Agreement upon not less than thirty days written notice should tine Owner fail substantially to perform in accordance with the tenns of the Agreement through no fault of the Design Professional. Owner may terminate the Agreement or any phase thereof with or without cause upon thirty (30) days prior written notice to the Design Professional. All work and labor being performed under the Agreement shall cease hninediately upon Design Professional's receipt of such notice. Before the end of the thirty (30) day period, Design Professional shall invoice the Owner for all work it satisfactorily performed prior to the receipt of such notice. No amount shall be due for lost or anticipated profits. All plans, field surveys, and other data related to the Project shall become property of the Owner upon termination of the Agreement and shall be promptly delivered to the Owner in a reasonably organized fonn. Should Owner subsequently contract with a new Design Professional for continuation ofservices on the Project, Design Professional shall cooperate in providing information. 7.2 If the Project is suspended by the Owner for were than 30 consecutive days, the Design Professional shall be compensated for services satisfactorily perfomied prior to notice of such suspension. When the Project is resumed, the Design Professional's compensation shall be equitably adjusted to provide for expenses incurred in the interruption and resumption ofthe Design Professional's services. 7.3 'line Agreement may be terminated by the Owner upon not less than seven days written notice to the Design Professional in the event that the Project is permanently abandoned. If the Project is abandoned by the Owner for more, than 90 consecutive days, the Design Professional or the Owner may terminate the Agreement by giving written notice. 7.4 Failure ofthe Owner to make payments to the Design Professional for work satisfactorily completed in accordance with the Agreement shall be considered substantial non- performance and cause for termination. 7.5 If the Ow~rer fails to make payment to Design Professional within thirty (30) days of receipt of a statement for services property and satisfactorily perfornied, the Design Professional may, upon seven days written notice to the Owner, suspend performance ofservices under the Agreement. 7.6 In the event oftenmination not the fault ofthe Design Professional, the Design Professional shall be compensated for services properly and satisfactorily performed prior to tenn'rnation. ARTICLE 8 PAYMENTS TO THE DESIGN PROFESSIONAL 8.1 DIRECT PERSONNEL EXPENSE 8.1.1 Direct Personnel Expense is defined as the direct salaries of the Design Profess'ional's personnel engaged on the Project and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions and similar contributions and benefits. 8,2 REIMBURSABLE EXPENSES 8,11 Reimbursable Expenses are in addition to compensation for Basic and Additional Services acid include expenses incurred by the Design Professional and Design Professional's employees and consultants in the interest of the Project, as identified in the following Clauses. 8.2.1.1 Expense of transportation !it connection with the Project, expenses in connection with authori7ed out-of-town travel; long-distance communications; and fees paid for securing approval of authorities leaving jtuisdiction over the Project. 8,2.1.2 Expense of reproductions (except the reproduction of the sets of documents referenced in Subsection 2.6.19), postage and handling of Drawings, Specifications and other documents. 8.2.1.3 If authorized in advance by the Owner, expense of overtinie 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 ht connection with the Project. 8.2.1.6 Other expenses that are approved in advance in writing by the Owner. 8.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES 83.1 Payments for Basic Services shall be made mnontlily 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 worts. 8.3.2 If and to the extent that the time initially established in the Agreement is exceeded or extended through no fault of the Design Professional, compensation for any services rendered during the additional period of time shall be computed in the manner set forth in Section 2 of the Agreement. 8.3.3 When compensation is based on a percentage of Construction Cost and any portions of the Project are deleted or otherwise not constructed, compensation for those portions of the Project shall be payable to the extent services are performed 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 Constriction 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 after the presentation to tine Owner of the Design Professional's statement ofservices rendered or expenses incurred. Page 9 C:1Doeumcnts and SettingslPetry Evarsllbly DocunientsWerra SolveNVVorddocslTSIPROIECTS12008108665 Denton Fleet Truck, WashIPSAI Architect Engineer Terra Solve.doc 8.5 PAYMENTS WITHHELD No deductions shall be made from the Dcsign Professional's compensation on account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of tho cost of changes in the work other than those for which the Design Professional is responsible. 8.6 DESIGN PROFESSIONAL`S ACCOUNTING RECORDS Design Professional shall make available to Owner or Owner's authorized representative records of Reimbursable Expenses and expenses pertaining to Additional Services and services performed on the basis of a multiple of Direct Personnel Expense for inspection and copying during regular business hours for three years after the date of the final Certificate of Payment, or until any litigation related to the Project is final, whichever date is later, ARTICLE 9 iNDEi1INITV 9.1 The Design Professional shall €ndernnify arid 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 ornissions ofthe Design Professional or its officers, shareholders, agents, or employees in the 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 goveriinental immunity, which defenses are hereby expressly reserved. ARTICLE 10 INSURANCE During (lie performance of the Services under the Agreement, Design Professional shall maintain the following insurance with an insurance company licensed or authorized to do business in the State of Texas by the State Insurance Commission or any successor agency (hat has a rating with Best Rate Carriers of at least an A- or above: 10.1 Comprehensive General Liability Insurance with bodily injury limits of not less than $1,000,000 for each occurrence and not less than $2,000,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than $250,000 in the aggregate. 10.2 Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person arid 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 lim€(s of not less than $100,000 for each accident including occupational disease. 10.4 Deleted 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 thte 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, t€ie Design Professional shall, prior to the effective date of the change or cancellation, famish Owner with substitute certificates of insurance niceling the requirements of this Article 10. ARTICLE 11 AIISCELLANEOUS PROVISIONS 11.1 the Agreement shall be governed by the laws of the State of Texas. Venue of any suit or cause of action under the Agreement shall lie exclusively in Denton County, Texas. 11.2 The Owner amid Design Professional, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. The Design Professional shall not assign its interes(s in the Agreement without the written consent of the Owner. 11.3 The terns Agreement as used herein includes the executed Agreement, the Proposal, these General Conditions and other attachments referenced in Section 3 of the Agreement wAiilch together represent the entire and integrated agrecnient bemven the Owner and Design Professional and supersedes all prior negotiations, representations or agreements, either written or oral. The Agreement Play be amended only by written instrument signed by both Owner and Design Professional. When interpreting the Agreement the executed Agreement, Proposal, these General Conditions and the other attachments referenced in Section 3 of thie 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 riot be reasonably harmonized, such documents shall be given priority in the following order: 1. The executed Agreement 2. Attachments referenced in Section 3 of the Agreement other than the Proposal 3. 'these General Provisions 4. 'file Proposal 11.4 Nothing contained in the Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either time Owner or Design Professional. 11.5 Upon receipt of prior written approval of Owner, the Design Professional shall have the right to include representations of the design oflhe Project, including photographs of the exterior and interior, among the Design Professional's promotional and professional materials, The Design Professional's materials shall not hnclude the O'Ances confidential or proprietary information if the Owner has previously advised the Design Professional in writing of the specific. information considered by the Owner to be confi- dential or proprietary. Tire Ow7ier shall provide professional credit for the Design Professional on the construction sign and in the promotional materials for the Project. Page 10 C-\Documents and Settings\Perry Evansltviy DocumenlsWerra SolvelWorddocs\TSIPROIECTS12008108665 Denton Fleet Tnick WasliIPSAI Architect Engineer Terra Solve.doc. 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 subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption o€ 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. 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 from (fie 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. 11.4 The Design Professional shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to (fie work covered hereunder as they may new read or hereinafler be amended during the term of this Agreement. 11.10 In performing the Services required hereunder, the Design Professional shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. 11.11 The captions of the Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of the Agreement. Page I I CADocuments and SettingAPerry EvanslMy DocumentsWerra Solver'Vorddocs\TSIPROIECTSM08108665 Denton Fleet Truck WaslAPSA1 Architect Engineer Terra Solve.doc CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor or other person doin business with local governmental entity This questionnaire is being filed in accordance with chapter 176 of the Local Government Code OFFICE USE ONLY by a person doing business with the governmental entity. By law this questionnaire must be flied with the records administrator of the local government not Date Received later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code. A person commits an offense if the person violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. 1 Name of person doing business with local governmental entity. TERRA-SOLVE, INC., Perry Evans, President; Charles Robertson, Vice President. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than September 1 of the year for which an activity described in Section 176.006(a), Local Government Code, is pending and not later than the 7th business day after the date the originally filed questionnaire becomes incomplete or inaccurate.) 3 Describe each affiliation or business relationship with an employee or contractor of the local governmental entity who makes recommendations to a local government officer of the local governmental entity with respect to expenditure of money. NONE. 4 Describe each affiliation or business relationship with a person who is a local government off leer and who appoints or employs a local government officer of the local governmental entity that is the subject of this questionnaire. NONE. Amended 01HMM Page 12 C.1Ducuments and Settings\Perry EvanskMy DocumentsUerra SolvelWorddocsVES1PROJECTS12008108665 Denton Fleet Truck WashtPSAI Architect Engineer Terra Solve.doc CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor or other person doing business with local governmental entity Page 2 5 game of local government officer with whom filer has affiliation or business relationship. (Complete this section only if the Answer to A, B, or C is YES.) This section, item 5 including subparts A, B, C & D, must be completed for each officer with whom the filer has affiliation or business relationship. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income from the filer of the questionnaire? Yes ® No B. Is the filer of the questionnaire receiving or likely to receive taxable income from or at the direction of the local government officer named in this section AND the taxable income is not from the local governmental entity? ❑ Yes ® No C. Is the filer of this questionnaire affiliated with a corporation or other business entity that the local government officer serves as an officer or director, or holds an ownership of 10 percent or more? 11 Yes ® No D. Describe each affiliation or business relationship. None. ti Describe any other affiliation or business relationship that might cause a conflict of interest. NONE. 7 7122/08 Sigr ature of person doing business with the governmental entity Date Page 13 Mocumenis and SettingstPerry Evansllvly DocumentslTerra SolvetWorddocs1TSTROJECTS12008108665 Denton Fteet Tnick Wash\PSAl Architect Engincer Terra solve.doc 4 ENVIR0UMEFITAL CONSULTANTS 3216 COMMANDER DRIVE, SUITE 103 • CiARROLLTON, TExAs 75006-25 T 8 • (972) 267-1900 FAx (972) 267-1902 W W W.TE RRA•SOLV E.COM June 18, 2008 Mr. Mike Ellis 804 Texas Street Denton, TX 76209 RE: ENGINEERING DESIGN SERVICES FLEET FUELING FACILITY 1100 SOUTH MAYHILL ROAD DENTON,TEXAS TERRA-SOLVE PROPOSAL NO. 050808 Dear Mr. Ellis: Terra-Solve, Inc., (Terra-Solve) is pleased to present the following proposal and fee schedule to provide engineering services for the above-referenced project. Terra-Solve understands the approximately 2 acre facility will contain approximately the following; 2- 15,000 gallon diesel USTs; 1- 12,000 gallon, 3 compartment (2 unleaded gasoline and 1 future fuel biodiesel or E-85) UST, 1 unleaded, 4 diesel, and one top loading dispensers, fuel system accessories and monitoring system, truck stop type pull through layout for multiple simultaneous fueling, small building to house monitoring system, pad and automatic transfer switch (ATS) for existing emergency generator, and canopy. The following presentation represents Terra-Solvds understanding of the scope of services, the schedule required to do the work, and the estimated costs for providing the engineering services, FEE SUMMARY 1. Surveying and Mapping Services (Steve Miller Surveying) 1. Boundary Footprint of 18.171 acre City owned property $2,950 (Required by City in order to do plat) 2. Preparation of Preliminary and Final Plat $1,150 3. City Control (tie in to City horizontal and vertical control) $450 4. Topographic Survey (Center lines of adjoining roads, (site and surrounding area, $1,550 -approximately 6.5 acres total), set benchmark & reference City datum. Subtotal Surveying Services (taxes and reproduction NOT Included) $6,100 II. Architectural Services (Wright Group) 1. Preliminary and Final Site Plan $2,300 2. Fagade/Elevation Plan $750 3. Landscape Architect and Irrigation Plan $3,200 Subtotal Architectural Services $6,250 Mr. Mike Ellis June 18, 2008 Page 2 III. Civil Engineering Services (Terra-Solve) 1. Runoff calculations & report to City of Denton, site grading, paving, drainage system designs, plans & specifications $4,500 2. Detention Pond Design, if required NA 3. Water and Sanitary Sewer Design NA 4. Dimension Control Plan $1,250 5. Erosion Control/Construction SW3P Plan $1,250 6. Construction Specifications $550 7. City Submittals and Expenses 750 Subtotal Civil Engineering Services $8,300 IV. Geotechnical Study (Terra-Solve) Drilling and Laboratory Services $1,650 Proposed drilling scope - - (11 Test Borings/Total Estimated Footage - 145 ft) Three Fuel Tank Slabs 3 @ 15 ft 10'x 10' Bldg 1 a 15 fl Fuel Canopy 2@ 15 ft& 2 @20 ft Pavement Area 3 @ 5 ft 2. Report and Recommendations $3,900 Subtotal Geotechnieal Engineering Services $5,550 V. Foundation Design (Terra-Solve) 1. Paving, preliminary canopy, control building and UST anchor slab $4,800 Subtotal Structural Engineering Services $4,800 VI. Mechanical, Electrical, and Plumbing (MEP) Design (WTA) 1. UST Fuel System and Accessories $15,000 2. Emer enc Generator ATS $2,500 Subtotal MEP Engineering Services $17,500 VII. Direct Costs $4UU ESTIMATED TOTAL DESIGN PHASE SERVICES $48,900 Mr, Mike Ellis June 18, 2008 Page 3 The estimated fees for 1, 11, 111, IV, V and VI established above, shall be considered lump sum fees, and will not be exceeded without prior approval from the City. Costs incurred will be carefully monitored during the progress of this project. Our services will be invoiced monthly, based on the percentage of work completed. Direct costs (item VII above), including printing and reproduction, postage, messenger service, long distance telephone calls and travel outside of the Dallas/Fort Worth Metroplex will be considered reimbursable. They will be billed at 1.10 times the direct cost incurred. The budget established above does not include revisions once the design is underway. If revisions are requested by the owner, a revision to the scope and budget will be required. Unless otherwise stated, fees quoted in this proposal exclude state and federal sales taxes on professional services. Current Texas law requires assessment of sales tax on certain kinds of surveying services but does not require sales taxes on other professional services. In the event that new or additional state or federal taxes are implemented on the professional services provided under this contract during the term of the work, such taxes will be added to the applicable billings and will be in addition to the quoted fees. The fees quoted in this proposal will be honored for up to 45 days from the date of this proposal. We trust this proposal meets your requirements for this project. We appreciate the opportunity to be of service to The City, and trust that our association on this proposal is mutually beneficial. If this proposal meets with your approval, please execute Attachment "A." Return one (1) copy as notification to proceed, approval of the budget and agreement to fee schedule and basis of compensation. Please feel free to contact us if you have any questions or comments concerning this matter. Terra-Solve appreciates the opportunity to present this proposal and looks forward to being of service to you. We will initiate the project upon your written authorization to proceed, Please contact Terra-Salve at (972) 267-1900 if you have any questions about this proposal. Respectfully submitted, Terra-Solve, Inc, Perry W. Evans, P.R., P.G. President/ Soil Scientist/ Civil Engineer Charles R. Robertson, P.G. Vice President / Geologist Mr. Mike Ellis June 18, 2008 Page 4 TERRA-SOLVE, INC. FEE SCHEDULE Effective January 1, 2008 HOURLY PERSONNEL RATES Fees for consulting services are leased on the follotiving hourly personnel rates: Principal $120.00 Project Manager $120.00 Project Engineer $120.00 Engineer $85.00 Geologist $85.00 Scientist $85.00 Technician $75.00 Drafts Person $75.00 Administrative Assistant $65.00 Word Processor $65.00 REIMBURSABLE EXPENSES Fees for out-of-pocket and subcontract expenses are based on the following rates: Subcontractors and Subconsultants Cost + 10% Equipment Rental and Reproduction Work Cost + 10% Color Reprints and Photographs Cost + 10% Travel, Subsistence, and Long Distance Telephone Calls Cost + 10% In-house Materials Quote All Other Out-of=Pocket Expenses and Supplies Cost + 10% Additional Reports (three copies will be supplied per project) $75.00/report Mileage; Passenger Vehicles $0.50/mile Truck $0.60/mile Truck and Trailer $1.95/mile This fee schedule is subject to revision with written notice. Fees are due and payable in accordance with the owner and consultant standard conditions of agreement. Hourly rates are increased by 20% for non-business hours, including weekends and legal Federal holidays. Regular business hours are Monday through Friday, 7:00 a.m. to 6:00 p.m. Mi% Mike Ellis June 1 S, 2008 Page S TERMS AND CONDITIONS 1. STANDARD OF CARE. Terra-Solve will perform its services using that degree of skill and care ordinarily exercised under similar conditions by reputable members of the profession practicing in the same or similar locality at the time the services are performed. NO OTHER WARRANTY, EXPRESS OR IMPLIED, IS MADE OR INTENDED. 2. SAMPLE AND WASTE DISPOSAL. Samples generally are consumed or altered during testing and are disposed of immediately upon completion of tests. Client agrees to pay all costs associated with the storage, transport, and disposal of Samples and Wastes. Client recognizes and agrees that Terra-Solve is acting as a bailee and at no time assumes title, constructive or express, to such Samples or Wastes. ENVIRONMENTAL INDEMNITY. To the maximum extent permitted, Client shall defend, indemnify and hold Terra-Solve harmless from any suit or claim for damages, losses, penalties, fines, settlements, judgments, costs and attorneys fees, including personal injury ("Losses") related to or arising from exposure to or release of Contaminants at or from the site before, during or after the Services, unless such Losses are determined to have been caused by Terra-Solve's negligence. To the fullest extent permitted by applicable law, and for additional consideration of $10.00, the receipt and sufficiency of which is acknowledged, client agrees that Terra-Solve's liability, and that of its officers, directors, employees, agents and subcontractors, to client, any secondary clients or any third party due to Terra-Solve's breach of contract or negligent professional acts, errors or omissions will be limited to an aggregate of $50,000 or the total fees paid by client to Terra-Solve under the proposal, whichever is greater 4. SITE RESPONSIBILITY. Terra-Solve's services do not include supervision or direction of the means, methods or actual work of contractor(s) not retained by Tens-Solve. The presence of Terra-Solve's representative will not relieve the contractor(s) of its responsibility to perform the work in accordance with the plans and specifications. Client agrees that the contractor(s) will be solely responsible for working conditions on the job site, including security and safety during performance of the work, and compliance with Client safety requirements and OSHA regulations. It is agreed that Terra-Solve is not responsible for job or site safety or security, other than for Terra-Solve's employees and subcontractors, and that Terra-Solve does not have the right or duty to stop the work of others. ACORD CERTIFICATE OF LIABILITY INSURANCE DATEItdhif 00N TER TERRA-7 07/15//0 0 8 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Monroe & Monroe Insurance Agen HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR Suite 102 2921 Galleria Dr. ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, , Arlington TX 76011 Phone:817-640-5035 Fax:817-640-0131 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURERN Zurich Insurance Co INSURERS The Hanover Ins. Group Inc Terra-Solve INSURER C: , , 3216 Commander Drive, Ste. 103 INSURER D: Carrollton TX 75006 INSURER E: rnv=0Ael ce THE POLICES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING TERM OR CONDITION OF ANY CONTRACT OR OTHER DOWMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE I SSUED OR ANY REQUIREMENT , MkY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR NSR TYPE OF INSURANCE POLICY NUhSBER DATE (MWDDNYI DATE (MWDD1YYI LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 300QQ00 A X COMNERCRLGENEERALLIABILNTY GPL9217787-02 04/24/08 04/24/09 PREMESES(Eaocc~renee) $ 100000 CLAIMS MADE OCCUR WD EXP (Any one person) $ 500 0 X Pollution Liab PERSONAL BADVtNJURY $ 1000000 X Prof Liab GENERAL AGGREGATE $ 3000000 GENI AGGREGATE LWIT APPLIES PER: PRODUCTS -COMPIOPAGG $ 3000000 X POLICY ,ACT LOC AUT OMOBILE LIABILITY COMBINED SINGLE LWIT $ 1,000,000 B. X ANY AUTO AED8281786-02 04/24/08 04/24/09 (Eaacc€dert) ALL OWNED AUTOS BODILY INJURY $ (Per person) SCHEDULED AUTOS HREOAIUTOS BODILY INJURY $ (Per actMerN) NON-OWNED AUTOS PROPERTYOM44GE $ !Per accEdert) GARAGE LIABILITY AUTO ONLY - EAACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY' AGG $ EXCESS(UMBRELLALIABILITY EACH OCCURRENCE $ B X OCCUR F-ICLNMSMADE UHD8304811-02 04/24/08 04/24/09 AGGREGATE $ Auto $2000000 DEDUCTIBLE Emp Liab $ 2000000 X H RETENTION $10000 $ WORKERS COMPENSATION AND TORY LIMITS ER B EMPLOYERS' L"ILIT'Y WLD827595002 04/24/48 04/24/09 ET.EACTTACCIDENr $1000000 ANY PROPRIETOR/PARTNERIEXECUTIVE OFFICERIMEM.BEREXCLUDED? E. L. DISEASE-EA EMPLOYEE $ 1000000 Ifyos, dascribeurger SPEC ICNS ItelffY SPECIAL IC EL. DISEASE-POLICY LIMIT $ 1000000 OTHER DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEH€CLES 1 EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS City of Denton is named as an additional insured on the General Viability and Auto Viability policy if required by written "insured contract". City of Dentonis named in favor of the Waiver of subrogation on the Workers Compensation policy if required by written insured contract. NGMVIC!ehATM L(AI n=0 CANCELLA I MIN DENTON- SHOULD AMY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MM 30 DAYS WRITTEN City of Denton NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL Attn Tom Shaw Purchasing Agent IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR 901E Texas Street TX 76209 t D REPRESEITTATIVES, on en AlN7PtpR~tZEA© RE& SFj EtdTA ACORD 25 (2001108) lJ etiwr%w 4Wnrvll kllvn IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the pollcy(les) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. Change Order 1 CHANGE ORDER No. 9 HATE OF ISSUANCE: 7/27189 OWNER CITY ENGINEER TE Project FLEET Location FUEI Project No. You are directed to make the follovAng changes In the Contract Dowments: Description: DESIGN SERVICES Reason far Change Order: 1. Fence design revisions: a) Revised to masonry, b) Revised to wrought iron, c) Revised to retaining wall masonry stone topped with wrought iron. d) Revised north extension, across drainage ditch, drainage calculations and culvert design, 2. Multiplesite layout revisions per ROW changes and landfill boundary requirements. 3. Add FIDPE liner to tank pit. Move loading pad, equipment and piping to accommodate liner. Add concrete over tank pit to minimize water intrusion. 4. Revise landscape plan per ROW changes and tank pit liner paving cover. 5. Change diesel to all B20 and verify compatibility of equipment, piping, and accessories. 6. Change one tank design from compartmentalized to single and two tanks, to all E85 product. 7. Revise dispenser number and layout on final, revise piping, accessories; and ward system layout for new dispenser layout and E85 compatibility, and revise specifications. 8. Revise truck wash and car wash trench design. 9. Additional coordination with Ward system supplier for piping and electrical requirements. 10. Title research for existing easements and additional platting coordination requirements. 11, Reprographics: a) 5 sets plans and specs for 6/8/09 meeting with City. b) 4 sets final plans and specs 6/10/09 for City. c) 1 set final plans and specs and 20 CDs for Purchasing, d) 2 sets final plans and specs and 2 CDs for Dodge and AGC plan rooms. e) 20 additional CDs for purchasing 6/27/09. 12. Construction cost estimate (in addition to preliminary estimate). a) Detailed construction cost estimate. b) Detailed construction cost estimate breakdown between fueling and truck wash. c) Revise detailed construction cost estimate for grant application. 13. Revise architectural site plan for fire lane, zoning, and easement revisions required by platting. 14. Revise civil plan for actual location of the existing sanitary sewer line and tie-in. 15. 7/15/09 Services, revise Addendum 2: Change truck wash and car wash specification to two selected manufacturers. Add a maintenance contract and chemical contract to the specifications. Revise the addendum to break out the Car Wash and Truck wash sections separately from the base bid. Provide a bid form with these equipment and maintenance options listed. 16. Anticipated 7/16/09 through bid phase. Attachments (List documents supporting change): Spreat eet 04WW 8 I- C 0 d 69 O 18 N O O 8 O S j O r G1 CO V I 69 69 69 6 ~ ~ ~yj 43 ~ ~ s9 di 9 ~ U o- h 8 pp 8 ' 8 S S pQ R S O qq g O S O S M1 Y pQ ~ 0 ippfl p 0 Q C b O P U 8 O 8 O 0 O 8 p} fl ~ M1 ~ 3 ~ 9 ( (V~ Q O ( 9 6f 4 S9 69 i3 C f O S S O OO O Q S S O Q S O O 1~ M1 ~p ` N 9 OQ d 69 N C6,4 69 Q W N9 6 ~ 6 19 9 t9 (3 Z opp o -G7 7 8 ~ lfS LO IfS iR O L d _ S9 U S p8 p 8 A: Q y ° ~ M ' t ' A ~1 Q . Ilj r 47 ! t .i . d o- n a d OC C Y c 10 10 'B L • V as dl L t4 E N f6 Fyyn O! Q~ ~ C- yam! bB ' CO -!w OD CL N a o ° v m c 7~ ai o c " ~ ~ ~ ~ C O p c GY y y N q d 1563 Q 'N s U C _N 'o N c N Q t R .G t'a O " o ~ co o a ~ ' o ~ m Q! t Y u c ° Q Z 01 4U a _ LLJ m A. ro y ra 'E5 rn ~ ~a Z U OC U 0.^ [C. 1~ Q Y U tL '4 A cp cc CHANGE IN CONTRACT PRIGS PO 1397881, Original Contract Price $ 48,900.40 Not Increase (Decrease) from previous Change Orders No. NA to NA: $ NA Contract Price prior to this Change Order: $ 48,900.00 Net Increase (decrease) of this Change Order. $ 19 000.00 Contract Price with all approved Change Orders: $ 81,900.00 APPROVED, Dy. OWNER (Aulhorized Signature) ACCEPTED: ENGINEER (Authorized Signature) Date: Date; .7127108 Change Order 2 4 TERM • SOLN E ENV I AON ME BT AL r Q N 5 UL TAli IS 921 6 COMMANDER DRIVE, SWE 103 • CARROLLTON.I'ExAS 75006-2518 - (972) 267-1900 • FAx (972) 267-1902 WWW.T E=RRA-SOLV E.COM September 11, 2009 itilr. Herman Lawson City of Denton Facilities Management 869 South Woodrow Lane Denton, Texas 76205 RE: ENGINEERING & INSPEC'T'ION SERVICES DURING CONSTRUCTION OF: )FLEET FUELING FACILITY NORTHEAST CORNER OF SPENCER ROAD AND MAYHILL ROAD DENTON,TEXAS TERRA-SOLVE PROPOSAL NO. 080902-1 TERRA-SOLVE PROJECT NO.08665.CNII Mr. Lawson: Terra-Solve, inc., (Terra-Solve) is pleased to present this proposal for the construction phase engineering services associated with the Fleet Fueling and Truck Wash construction at the above- referenced location. The following presentation represents Terra-Solves understanding of the scope of services, the schedule required to do the work, and the estimated costs for providing these construction phase services. SCOPE OF SERVICES Terra-Solve will provide the resident engineering and construction administration services during the site preparation and construction. RESIDENT ENGINEERING Terra-Solve will provide one Resident Project Representative. The scope of services for these operations is outlined as follows: Part-tithe representation at the site, on behalf of the City of Denton for a period of 180 calendar days (26 weeks). The purpose of this representation is to make observations during progress of the work, and maintain records and documentation of the project at the site. Maintain liaison with the contractor, coordinate the maintenance of schedules, assess compliance with the contract documents, and determine corrective measures for work not in compliance in consultation with the design engineer. Mr. Herman Lawson September 11, 2009 Aage 2 • Provide advice and consultation to the Engineer of Record and the Owner as appropriate. • Measure quantities of work for partial payments. CONSTRUCTION ADMINISTRA'T'ION Terra-Solve will provide construction administration services. The scope of services for these operations is outlined as follows: • Attend weekly project meeting. * Make periodic visits to the site and provide supervision of the Resident Project Representative. • Provide advice and consultation to the Engincer of Record and the Owner as appropriate. • Review and processing of contractor's periodic applications for payment. • Provide shop drawing review and interpretation of design intern. • Assist in the processing of change order authorization and revisions of plans made during construction. • Preliminary construction review to determine when project is substantially complete. • Final construction review to determine if the project is complete and substantially in conformance with the construction documents. • Compilation of written guarantees, operating and maintenance instructions, parts lists, and related documents assembled by the contractor. • Approval of final payment to the contractor. SCHEDULE Site preparation and construction is estimated to take 180 calendar nays (26 weeks) to complete following the start of construction. Since this is a calendar day contract, no provision has been made for weather delays or other conditions which could cause an extension of the construction period specified in the construction contract. Mr. Herman Lawson September 11, 2009 Page 3 COMPENSATION Terra-Solve reeonunends these construction phase services be providdd using a time-and-materials type contract based on the following tee schedule. You should budget for the project based on the following rates: Activity Fee Engineering Services: Terra-Solve, Inc Resident Project Representation, 104 hours at $95/hr (50% allocation) $4,940 Construction Administration/Support, 200 hours at $120/hr (50% allocation) $12,000 Structural Engineer $1,600 plus 10% markup (50% allocation) $880 Architect $2,400 plus 10% markup (50% allocation) $1,320 Gcotechnical Consultant $2,000 plus 10% markup (50% allocation) $1,100 Travel/Expenses 2,727 miles c 0.551mi 50% allocation $750 ESTIMATED TOTAL PROJECT COST (FLEET FUELING) $20,990 The budget will not be exceeded without the City of Denton written authorization. Terra-Solve appreciates the opportunity to present this proposal and looks forward to being of service to you. We will initiate the project upon your written authorization to proceed. Please contact Terra-Solve at (972) 267-1900 if you have any questions about this proposal. Respectfully submitted, Terra-Solve, Inc. Perry W, Evans, P.E., P.G. President / Soil Scientist / Civil Engineer /t- Charles R. Robertson, P.G. Vice President / Geologist Change Order 3 TERM . SoL.VE 32f(6CQh1AflW[7Sf~DR1Vr SU1rE1Q3 ENVERONUENTAt 00NS0LIANig • CAFt1tOM ON' 1 ERAS 7500Cr2518 (972) 267-1900 VAX (97 902 W4V W.TERi2A-S0LV H.CQt,4 2) 267-1 September 11, 2009 Mr. Herman Lawson City of Denton Facilities Management 869 South Woodrow Lane Denton, Texas 76205 RE: DESIGN CHANGE ORDER- FLEET FUELING NEW FACILITY NORTHEAST CORNER OF SPENCER ROAD AND MAYHILL ROAD DEN`f'ON, TEXAS TERRA-SOLVE PROPOSAL NO.090905-ENGI.DESIGN CO TERRA-SOLVE PROJECT NO. 08665 Mr. Lawson: Terra-Solve, Inc., (Terra-SOlve) is pleased to present this proposal far the proposed design changes understanding o of the site Meeting oil August 2S, Z009. The following presentation represents Terra-Solve's providing these scope of services, the seltedule required to do the work, and the estimated costs for construction phase services. SCOPE OF SERVICES Terra-Solve will provide the design change order services as follows: 1. Adjust elevations leaving the truck wash and the NW portion Of the site. Revise the loading pad design based on the new elevations. Cl,, ALLOCATION Fuel/Truck: 50150) 2. Add spill containment sumps to dispenser island area and revise concrete grade and canopy downspouts for stormwater exclusion. ALLOCATION Fuel/Truck: 0/100) 3. Clarify overhead door controls for exterior access during power outage. (included in 8) 4. Change electric heater to natural gas. (included in 8.) S. Revise electrical for transformer to remain in the Curren( location. ALLOCATION Fuel/Truck: 50150) 6. Revise for no sewer tap; all effluent to go to a retention pond northwest of the site. Retention pond will be designed by the City. (0/Q ALLOCATION Fuel/Truck: 50150) 7. Along sides of tank hold, extend HDPE liner in lieu of geotextile and allow pipe penetrations per manufactures installation instructions. (%ALLOCATION Fuel/Truck: 100/0) 8. Site layout, A-101, move south gate south and widen/taper entrance further east from north gate to corner of landfill road. ALLOCATION Fuel/ Truck: 50150) 9. Revise car and truck wash drainage system as directed. No ALLOCATION Fuel/Truck: 0/100 10. Expenses and reprographics, cost plus 10%. ALLOCATION Fuelrfruck: 50150) ) 11" Iferjuan Lrnpson September 11, 2009 Page 2 SCHEDULE 1'erra-S0lve is prepared and commikted to performing the work in a titnely manner. Terra-Solve expects to work closely with yotr to meet all deadlines as required, COMPENSATION Terra-Solve recommends these construction phase services be provided using a time-and-materials type contract based on the following fee schedule, You should budget for the ptxgjcet based on the following rates: Ul !!i 3ervtces: -fi?IL r-Solve, Inc Revise plan sheets ]ESTIMATED TOTAL PROJECT COST (ALLOCATED TO FUEL) Fee $4,000 $4,500 The budget will not be exceeded without the City of Denton written authorization. fern e -Sol appreciates the opportunity to present this proposal and looks forward to being of service to ya u. W We will initiate the project upon your written authorization to proceed. Please contact Terra-Solve at (972) 267-1900 if you have any questions about this proposal. Respectfully submitted, Terra-Solve, .Inc, Perry W. Evans, P.E., P,G, President/ Soil Scientist /Civil Engineer G4 /L Charles R. Robertson, P.G. Vice President/ Geologist ~a o 5 A.Y- Change Order 4 4 TERM • SOI,NE fNYIROMMFNTAL CONSULTANTS 3216 CONIMANDER DRIVE. SurrE 103 • CARROLLTON, TEXA5 7500&2518 • (972)267-S900 - FAX(972)267-1902 W W W.TERRA-SO LV E.COM June 20,20 10 Mr. Herman Lawson City of Denton Facilities Management 869 South Woodrow Lane Denton, Texas 76205 III,: ENGINEERING & CONSULTING SERVICES: ADDITIONAL FEES THROUGH MAY 30, 2010, INVOICES 2545 FLEET FUELING AND TRUCK WASH FACILITY CITY OF DENTON 1251 SOUTH MAYHILI, ROAD DENTON, TEXAS TERRA-SOLVE PROPOSAL NO. 061001-REV. A TERRA-SOLVE PROJECT NO.08665.CMI FUEL SYSTEM Mr. Lawson: Terra-Solve, Inc., (Terra-Solve) is pleased to present this proposal for the engineering services associated with the Fleet Fueling and Truck Wash construction at the above-referenced location. The following presentation represents Terra-Solve's understanding of the scope of services, the schedule required to do the work, and the estimated costs for providing these construction phase services, SCOPE OF SERVICES `terra-Solve has provide the engineering services for the proposed change order items and site meetings outlined in the attached letter dated June 2, 2010. COMPENSATION The following amounts reflect the additional services through May 30, 2010, in excess of tile previously approved purchase orders: Fleet CM 1 Phase: Budget Remaining $3,712.14 Invoice 2545 $6,710.11 Additional Amount Requested $2,997.97 Invoice 2545 through May 30 is attached. ,Vfr. Herman Lawson Juice 20. 2010 Page 2 The total estimated fees, including the above amount, to complete the project areas follows: FLEET FUELING Through May 30, 2010 Difference above approved CM1 Invoice 2545 amount $2,997.97 May 31-June 8 Fees Incurred since last (above) invoice: 50% allocated Fleet CM1 Hourly Rate Terra-Solve (See detail below) 16.25 hrs $120 $1,950 Wright 6 hrs $165 $990 Expenses/Reprographics 1 hrs $200 $200 Estimated Future (10 meetings, 3 hrs each- 50%= 15 hrs, plus estimated additional hours 50% CM1 Terra-Solve (site meetings) 15 hrs $75 $1,125 Terra-Solve (Project Management) 10 hrs $120 $1,200 Terra-Solve (Design pump in tank pit well and final RFP for Thaten; Plan Sheets RW-1 & RW-2) 8 hrs $120 $960 Wright (Site Meetings or Inspections &Project Management) 5 hrs $165 $825 TOTAL PROPOSED ADDITIONAL FEES CMi FLEET _ __$10,247.97 Timesheet Detail Description Week of May 31- June 8: 5131 Holiday 611 Project Management Thatens 33 item list of questions/request for information. 6/2 Copy/bind additional specifications books and City marked-up plans as requested by Client. Project Management Change Order 2 finalize with Client items and proposed amounts. 6/3 Issue Change Order 2 to Thaten. Review Lone Star Fuels deadman submittal- for UST & return with comments. Prepare Request For Proposals for remaining pending items for submittal to Thaten (RFPs include: additional facilities & time; air & water at canopy; pump in tank hold well; revise fence; revise "Z; siphon manifold to two E85 tanks; truck wash slab revisions; Fuel island elevations and canopy plan revisions; conduits to light poles). 6/4 Courier specifications books and City marked-up plans to Client. Continue preparing Request For Proposals for remaining pending items for submittal to Thaten (RFPs include: additional facilities & time; air & water at canopy; pump in tank hold well; revise fence; revise RPZ; siphon manifold to two F85 tanks; truck wash slab revisions; Fuel island elevations and canopy plan revisions; conduits to light poles). Mr. flerman Lawson Jane 20, 2010 Page 3 6/7 Revise change order 2, submit do Client; continue RFP preparation (RFPs include: additional facilities & time; air & water at canopy; pump in tank hold well; revise fence; revise RPZ; siphon manifold to two E85 tanks; truck wash slab revisions; Fuel island elevations and canopy plan revisions; conduits to light poles). 6/8 Weekly site meeting, change order 2 meeting, revise change order 2; continue RFP preparation (RFPs include: additional facilities & time; air & water at canopy; pump in tank hold well; revise fence; revise RPZ; siphon manifold to two E85 tanks; truck wash slab revisions; Fuel island elevations and canopy plan revisions; conduits to light poles). The budget will not be exceeded without the City of Denton written authorization, Terra-Solve appreciates the opportunity to present this proposal and looks forward to being of service to you. We will initiate the project upon your written authorization to proceed. Please contact Terra-Solve at (972) 267-1900 if you have any questions about this proposal. Respectfully submitted, Terra-Solve, Inc. Perry W. Evans, P.E., P.G. President / Soil Scientist / Civil Engineer Charles R. Robertson, P.G. Vice President / Geologist Change Order 5 O TERRA • SOLVE 3216 COMMANDER DRIVE, SUITE 1 03 • CARROLLTON, TEXAS 7 5006-25 1 8 • (972) 267-1900 • FAx (972) 267-1902 WWW.TERRA-SOLVE.COM August 23, 2010 Mr. Herman Lawson City of Denton Facilities Management 869 South Woodrow Lane Denton, Texas 76205 RE: ENGINEERING & CONSULTING SERVICES: FLEET FUELING AND TRUCK WASH FACILITY CITY OF DENTON 1251 SOUTH MAYHILL ROAD DENTON,TEXAS TERRA-SOLVE PROPOSAL NO. 080902-2 TERRA-SOLVE PROJECT NO. 08665 FUEL SYSTEM Mr. Lawson: Terra-Solve, Inc., (Terra-Solve) is pleased to present this proposal for the engineering services associated with the Fleet Fueling and Trick Wash constriction at the above-referenced location. The following presentation represents Terra-Solve's understanding of the scope of services, the schedule required to do the work, and the estimated costs for providing these constriction phase services. SCOPE OF SERVICES Terra-Solve will provide the following engineering services: Proposed change of 60 KVA diesel Generator to 25 KVA natural gas generator: Project Manager, P.E. 30 hours @120.00 per hour 3,600.00 Outside Services, Electrical Engineer 2,580.00 Total Reimbursable Expenses 2,580.00 Markup 10.00% 258.00 Total $6,438.00 The budget will not be exceeded without the City of Denton written authorization. Terra-Solve appreciates the opportunity to present this proposal and looks forward to being of service to you. We Mr. Herman Lawson August 23, 2010 Page 2 will initiate the project upon your written authorization to proceed. Please contact Terra-Solve at (972) 267-1900 if you have any questions about this proposal. Respectfully submitted, Terra-Solve, Inc. Perry W. Evans, P.E., P.G. President / Soil Scientist / Civil Engineer Charles R. Robertson, P.G. Vice President / Geologist ORDINANCE NO. AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE CHANGE ORDER NUMBER FIVE TO THE CONTRACT BETWEEN THE CITY OF DENTON AND TERRA- SOLVE, INC. FOR DESIGN SERVICES RELATED TO THE CONSTRUCTION OF A FLEET FUELING FACILITY LOCATED AT 1251 SOUTH MAYHILL ROAD; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 4124-CHANGE ORDER NUMBER FIVE IN THE AMOUNT OF $6,438 FOR A TOTAL CONTRACT AMOUNT OF $104,075.97). WHEREAS, on July 22, 2008, the City awarded a professional services contract to Terra- Solve Inc., in the amount of $48,900 for the engineering design services for a fleet fueling facility to be located at 1251 South Mayhill Road; and WHEREAS, the Staff having recommended, and the City Manager having recommended to the Council that a change order be authorized to amend such contract agreement with respect to the scope of work and an increase in the payment amount, and said change order 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, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The Change Order No. Five, increasing the amount of the professional services agreement between the City and Terra-Solve Inc., which is on file in the office of the Purchasing Agent, in the amount of Six Thousand Four Hundred Thirty Eight and 0/100 ($6,438) Dollars, is hereby approved and the expenditure of funds therefor is hereby authorized in accordance with said change order. The total purchase order including previously approved change orders one through four in the amount of $48,737.97 increases to $104,075.97. SECTION 2. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 12010. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: 5-ORD-File 4124 This page left blank intentionally . AGENDA INFORMATION SHEET AGENDA DATE: September 7, 2010 Questions concerning this acquisition may be directed DEPARTMENT: Materials Management to Herman Lawson 349-7755 A~T ACM: Jon Fortune SUBJECT Consider adoption of an ordinance authorizing the City Manager to execute Change Order Number Four to the contract between the City of Denton and Terra-Solve, Inc. for design services related to the constriction of a trick wash facility located at 1251 South Mayhill Road; providing for the expenditure of funds therefor; and providing an effective date (File 4125- Change Order Four in the amount of $12,337.27 for a total contract amount of $106,327.27). FILE INFORMATION This contract is for engineering design services for an automated pull-through style trick wash facility located at 1251 South Mayhill Road. The original contract amount of $35,500 included surveying and mapping services, architectural services, civil engineering services, a geotechnical study, foundation design and mechanical, electrical and plumbing design (Exhibit 1). Through the course of constriction, it has been necessary to implement several change orders that have been approved but did not meet the $100,000 criterion for City Council consideration. Change Orders One, Two and Three totaling $58,490, were for the design of bid specifications, additional design changes, site preparation, and engineering services (Exhibit 2). Change Order Four, which will bring the total contract amount to just over $100,000 and will require City Council approval, is for the fees estimated to complete the project and includes weekly site meetings, inspections of work completed, and finalization of all items pending through the general contractor, Thaten Constriction, Inc. (Exhibit 3). Even with the change orders above, the project is on schedule to be completed in October 2010 and is currently estimated to be completed $100,000 under budget. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Council awarded Bid 4336 Constriction of Alternative Fuel and Trick Wash Facility to Thaten Constriction Inc. on December 15, 2009. RECOMMENDATION Approve Change Order Four in the amount of $12,337.27 for a total contract amount of $106,327.27. Agenda Information Sheet September 7, 2010 Page 2 PRINCIPAL PLACE OF BUSINESS Terra-Solve-Inc. Carrollton, TX ESTIMATED SCHEDULE OF PROJECT This is anticipated to be the last change order for the trick wash portion of this project. The constriction of the trick wash facility is estimated to be complete by October 2010. FISCAL INFORMATION This change order will be funded from account 660521589.1360.21100. A line will be added to Purchase Order 146566. EXHIBITS Exhibit 1: Original Contract Exhibit 2: Change Orders 1-3 Exhibit 3: Change Order 4 Respectfully submitted: Bryan Langley, 349-7100 Director of Finance 1-.CIS-File 4125 Exhibit 1 ATTACHMENT A PROFESSIONAL SERVICES AGREEMENT FOR ARCHITECT OR ENGINEER THIS AGREEMENT is made and entered into as of the _22nd day of July , 2008, 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 "Owner" and Terra-Solve Inc. , with its corporate office at 3216 Commander Dr. Ste 103, Carrollton TX 75006 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 I 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, (describe the Project in the space below or in an attachment) Terra-Solve, Inc., (Terra-Solve) is pleased to present the following proposal and fee schedule to provide engineering design services for the above-referenced project. Terra-Solve understands the approximately 2 acre facility will contain an automated pull-through-type truck wash facility for garbage trucks and other city vehicles, building, truck wash equipment and accessories. Page 1 C:1Docuntents and SettingslPerry EvansWy Documents\Terra SotveNLVorddocslTSTROJECTSM08108665 Denton Fleet Truck WashTSA2 Architect Engineer Term Soive.doc SECTION 2 COMPENSATION The Owner shall compensate the Design Professional as follows: 2.1 BASIC SERVICES 2.1.1 For Basic Services the total compensation shall be $35,500.00 2.1.2 Progress payments for Basic Services shall be paid in the following percentages for of the total compensation for the Basic Services satisfactorily completed at the end of the following phases of the Project: Schematic Design Phase 50% Design and Development Phase 95% Construction Documents Phase 98% Bidding Phase 100% Construction Phase NA% 2.2 ADDITIONAL SERVICES 2.2.1 Compensation for Additional Services is as follows: Principals Associates Technical Staff Clerical Staff $120 per hour $85 per hour $7575 per hour $65 per hour 2.2.2 Compensation for Additional Services of consultants, including additional structural, mechanical and electrical engineering services shall be based on a multiple of 1.15 times the amounts billed to the Design Professional for such additional services. 2.3 REIMBURSABLE EXPENSES Reimbursable Expenses shall be a multiple of 1.15 times the expenses incurred by the Design Professional, the Design Professional's employees and consultants in the interest of the Project as defined in the General Conditions but not to exceed a total of $ 400 without the prior written approval of the Owner. Page 2 C:1Documents and SettingsTerry EvanslMy DocumentsUerra SolvelWorddocs\TSTRQJECTS12008108665 Denton Fleet Truck WaSl1TSA2 Architect Engineer Terra SolveAac 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: 1. City of Denton General Conditions to Agreement for Architectural or Engineering Services. 2. The Design Professional's Proposal 3. Attachments through This Agreement is signed by the parties hereto effective as of the date first above written. CITY OF DENTON w BY: GEORGE C. CAMPBELL CITY MANAGER ATTEST: JENNIFER WALTERS, QITY SECRETARY BY: APPROVED AS TO LEGAL FORM: JOHN M. KNIGHT, INTERIM CITY ATTORNEY BY: DESIGN FIRM s BY: Fir s Officer epresentative WITNESS: BY: Page 4 C:IDocuments and SettingsTerry Evans\My DocumentsYrerra SolvelWorddocs\TS1PROJECTS12009108665 Denton Fleet Truck WashTrofessional Services Agreement Architect Engineer with CIQ (2).doe CITY OF DENTON GENERAL CONDITIONS TO AGREEMENT FOR ARCHITECTURAL OR ENGINEERING SERVICES ARTICLE I. ARCHITECT OR ENGINEER'S RESPONSIBILITIES 1,1 The Architect or Engineers services consist of those services for the Project (as defined in the agreement (the "Agreement") and proposal (the "Proposal") to which these General Conditions are attached) perforned 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"). L2 The Design Professional will perform all Services as an independent contractor to the prevailing professional standards consistent with the level of care and skill ordinarily exercised by members of the same profession currently practicing in the same locality under similar conditions, including reasonable, informed judgments and prompt timely actions (the "Degree of Care"). The Services shall be perforned as expeditiously as is consistent with the Degree of Care necessary for the orderly progress of the Project. Upon request of the Owner, the Design Professional shall submit for the Owners 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 Owners review and for approval of submissions by authorities having jurisdiction over the Project. Time lirniits 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 li mitation normal structural, civil, mechanical mid electrical engineering services and any other engineering services necessary to produce a complete and accurate set of Constriction Documents, as described by and required in Section 2.4. The Basic Services may be modified by the Agreement. 2.2 SCHEMATIC DESIGN PHASE 2.2.1 The Design Professional, in consultation with the owner, shall develop a written program for the Project to ascertain Owners needs and to establish the requirements for the Project. 2,2,2 The Design Professional shall provide a preliminary evaluation of the Owners program, constriction schedule and construction budget requirements, cacti in temps ofthe other, subject to the limitations set forth in Subsection 5.2.1. 2.2.3 The Design Professional shall review, with the Owner alterative approaches to design and construction of the Project. 2.2.4 Based on the mutually agreed-upon program, schedule and construction budget requirements, the Design Professional shall prepare, for approval by the Owner, Schematic Design Documents consisting of drawings and other documents illustrating the scale and relationship of Project components. The Schematic Design shall contemplate compliance with all applicable laws, statutes, ordinances, codes mid 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 ,Ainich indicates the cost of each category of work involved in constructing the Project and establishes an elapsed time factor for the period of time from the commencement to the completion of construction. 2.3 DESIGN DEVELOPMENT PHASE 23.1 Based on the approved Schematic Design Documents and any adjustments authorized by the Owner in the program, sehedule or construction budget, the Design Professional shall prepare for approval by the Owner, Design Development Documents consisting of drawings and other documents to fie and describe the size and character of the Project as to architectural, structural, mechanical and electrical systems, materials and such other elements as may be appropriate, which shall connply with all applicable laws, statutes, ordinances, codes and regulations. Notwithstanding Owner's approval of the documents, Design Professional represents that the Documents and specifications will be sufficient mid adequate to fulfill the purposes ofthe Project. 2.3.2 The Design Professional shall advise the Owner ofany adjustments to the preliminary estimate ofConstruction Cost in a further Detailed Statement as described in Section 2.2.5. 2.4 CONSTRUCTION DOCUMENTS PHASE 2.4.1 Based on the approved Design Development Documents and any further adjustments in the scope or quality of the Project or in the constntction budget authorized by the Owner, the Design Professional shall prepare, for approval by the Owner, Construction Documents consisting of Drawings and Specifications setting forth in detail requirements for tine construction of the Project, which shall comply wvith all applicable laws, statutes, ordinances, codes and regulations. 2.4.2 The Design Professional shall assist the Owner in the preparation of the necessary bidding or procurement information, bidding or procurement forms, the Conditions of the contract, and the form of Agreement between the Owner and contractor. 2.4.3 The Design Professional shall advise the Owner of why adjustments to previous preliminary estimates ofConstruction Cost indicated by changes in requirements or general market conditions. 2.4.4 the Design Professional shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of govcmmental authorities having jurisdiction over the Project. 2.5 CONSTRUCTION CONTRACT PROCUREMENT 2.5.1 The Design Professional, following the Ownners approval of the Construction Documents and o€ the latest preliminary detailed estimate of Construction Cost, shall assist the Owner in procuring a constriction contract for the Project through any procurement method that is legally applicable to the Project including without Page 4 CADocurnems and SetlingslPerry EvanslMy DocumentsWerra SolvelWorddocslTS1PROJECTS12008108665 Denton Fleet Truck WaslAPSA2 Architect Engineer Terra Solve.doc limitation, the competitive scaled bidding process. Although the Owner will consider the advice of the Design Professional, the award ofthe construction contract is in tine sole discretion of the Owner. 2,5.2 If the constriction contract amount for the Project exceeds the total construction cost of the Project as set forth in the approved Detailed Statement of Probable Construction Costs of the Project submitted by the Design Professional, then the Design Professional, at its sole cost and expense, will revise the Construction Documents as may he required by the Owner to reduce or modify the quantity or quality of the work so that the total construction cost of the Project will not exceed the total construction cost set forth in the approved Detailed Statement of Probable Construction Costs. 2.6 CONSTRUCTION PHASE - ADMINISTRATION OF THE CONSTRUCTION CONTRACT 2.6.1 The Design Professional's responsibility to provide Basic Services for the Construction Phase under this Agreement commences with the award ofthe Contract for Construction and tenninates at the issuance to the Owner of Cite final Certificate for Payment, unless extended under the terns of Subsection 8.3.2. 2.6.2 The Design Professional shall provide detailed administration of the Contract for Construction as set forth below. For design professionalss the administration shall also be in accordance with AIA document A201, General Conditions of the Contract for Construction, current as of the date of the Agreement as may be amended by the City of Denton special conditions, unless otherwise provided in the Agreement. For engineers the administration shall also be in accordance with tire Standard Specifications for Public Works Construction by the NTorth Central Texas Council of Governments, current as of the date of the Agreement, unless otherwise provided in the Agreement. 2,63 Construction Phase duties, responsibilities and limitations of authority of the Design Professional shall riot be restricted, modified or extended without written agreement of the owner and Design Professional. 2.6.4 The Design Professional shall be a representative of and shall advise and consult with the Owner (1) during construction, and (2) at the Owners direction front time to time during the correction, or warranty period described in the Contract for Construction. The Design Professional shall have authority to act on behalf of the Ownner only to the extent provided in the Agreement and these General Conditions, unless otherwise modified by written instrument. 2.6.5 The Design Professional shall observe the construction site at least one time a week, whsle construction is in progress, and as reasonably necessary while construction is not in progress, to become familiar with the progress and quality of the work completed mid to determine if the work is being perfornned in a manner indicating that the work when completed will be in accordance with the Contract Documents. Design Professional shall provide Owner a written report subsequent to each on-site visit. On the basis of on-site observations the Design Professional shall keep the Owner informed of the progress and quality of the work, and shall exercise the Degree of Care and diligence in discovering acid promptly reporting to the Owner any observable defects or deficiencies its the work of Contractor or ally subcontractors. The Design Professional represents that he will follow Degree of Care in perforning all Services under the Agreement. The Design Professional shall promptly correct any defective designs or specifications furnished by the Design Professional at no cost to the Owner. The Owners approval, acceptance, use of or payment for all or any part of the Design Professional's Services hereunder or of the Project itself shall in tie way alter the Designs Professional's obligations or the Owners rights hereunder. 2.6.6 The Design Professional shall not have control over or charge of and shall not he responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the work. The Designs Professional shall not he responsible for the Contractors schedules or failure to carry out the work in accordance with the Contract Documents except insofar as such failure may result from Design Professional's negligent acts or omis- sions. The Design Professional shall not have control over or charge of acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any other persons perforating portions of the work. 2.6.7 The Design Professional shall at all times have access to the work v4ierever it is in preparation or progress. 2.6,8 Except as may otherwise be provided in the Contract Documents or when direct communications have been specially authorized, the Owner and Contractor shall communicate through the Design Professional. Conuainications by and with the Design Professional's consultants shall be through the Design Professional. 2.6.4 Based on the Design Professional's observations at the site of the work and evaluations of the Contractors Applications for Payment, the Design Professional shall review and certify the amounts due the Contractor. 16.10 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 Contractors Application for Payment, that the work has progressed to the point indicated and that the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to minor deviations from the Contract Documents cor- rectable prior to completion and to specific qualifications expressed by the Designs Professional. The issuance of a Certificate for Payment shall further constitute a mpresentatioa that the Contractor is entitled to payment in the amount cetifted. However, the issuance of a Certificate for Payment shall not be a representation that the Design Professional has (1) reviewed construction means, methods, techniques, sequences or procedures, or (2) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum, 2.6.11 The Design Professional shall have the responsibility and authority to reject work which does not conform to the Contract Documents. Whenever the Design Professional considers it necessary, or advisable for implementation of the intent of the Contract Documents, the Design Professional will have authority to require additional inspection or testing of the work its 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 riot 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 perforating portions ofthe work. 2.6.12 The Design Professional shall review and approve or take other appropriate action upon Contractors submittals such as Shop Drawings, Product Data and Samples for the purpose of (1) determining compliance with applicable laws, statutes, ordinances mid codes; and (2) determining whether or not the work, vdien completed, will be it) 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 sepa ate contractors, while allowing sufficient time in the Design Professional's professional judgnient to permit adequate review. Review ofsuch submittals is not conducted for the purpose ofdetemnining the accuracy and completeness of other details such as dimensions and quantities or for substantiating instructions for installation or performance of equipment or systems designed by the Contractor, all of which remain the responsibility of One Contractor to the extent required by the Contract Documents. The Designs Professional's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Design Professional, of construction means, methods, techniques, sequences or procedures. The Design Professional's approval ofa specific item shall not indicate approval ofan assembly of which the item is a component. When professional certification ofperfornance characteristics Page 5 C:1Docunients and SettingsWerry EvansWy Docutnenis\Terra Solve\Worddocs\TS1PROJEChS12008108665 Denton Fleet Truck Wash1PSA2 Architect Engineer Terra Solve.doe of materials, systems or equipment is required by the Contract Documents, the Design Professional shall be entitled to rely upon such certification to establish that the materials, systems or equipment will meet the performance criteria required by the Contract Documents. 2.6.13 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 Owne'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 Contact Time which are not inconsistent with the intent of the Contract Documents. 2.6.14 On behalf of the Owner, the Design Professional shall conduct inspections to determine the dates of Substantial Completion and Final Completion, and if requested by the Ownner shall issue Certificates of Substantial and Final Completion. 'Ilse Design Professional will receive and review .wilten guarantees and related documents required by the Contract for Construction to be assembled by the Contractor and shall issue a final certificate for Payment upon compliance with the requirements of the Contract Documents. 2.6.15 The Design Professional shall interpret and provide recommendations on matters concerning performance ofilne Owner and Contractor under the requirements of the Contract Documents on written request of either the Owner or Contractor. The Design Professional's response to such requests shall be made with reasonable promptness and within any time limits agreed upon. 2.6.16 interpretations and decisions of the Design Professional shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form ofdrawings, When making such interpretations and initial decisions, the Design Professional shall endeavor to secure faithful performance by both Owner and Contractor, and shall not be liable for results or interpretations or decisions so rendered in good faith in accordance with all the provisions of this Agreement and in the absence ofnegligence. 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 execution 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 damages 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. 16.19 The Design Professional shall provide the Owner with four sets of reproducible prints showing all significant changes to the Construction Documents during the Construction Phase. ARTICLE 3 ADDITIONAL SERVICES 3.1 GENERAL 3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified in the Agreement or Proposal, and they shall be paid for by the Owner as provided in the Agreement, in addition to the compensation for Basic Services. The services described under Sections 3.2 and 3.4 shall only be provided if authorized or conEinned in writing by the Owner. If services described under Contingent Additional Services in Section 3.3 are required due to circumstances beyond the Design Professional's control, the Design Professional shall notify the Owner in writing and shall not commence such additional services until it receives written approval from the Owner to proceed. Ifthe Owner indicates in writing that ail or part ofsuch 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 therefor as agreed by the Owner and Design Professional. 3.3 CONTINGENT ADDITIONAL SERVICES 33.1 M6 ing nnateriai revisions in Drawings, Specifications or other documents w€ten such revisions are: 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 ofcodes, 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 Owne's schedule, except for services required under Subsection 2.5.2. 3.3.3 Preparing Drawings, Specifications and other documentation and supporting data, and providing other services in connection with Change Orders and Construction Change Directives. 13.4 Providing consultation concerning replacement of work damaged by fire or other cause during construction, and furnishing services required in connection with the replacement of such work. 3.3.5 Providing services trade 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. Page 6 C:1Documents and SettingslPerry EvansWy DocumentsUerm SolvelWorddccslTS1PROJECTS12008108665 Denton Fleet Truck WashTSA2 Architect Engineer Terra Solvc.doc 3.3.6 Providing services in evaluating an extensive number of claims submitted by the Contractor or others in connection with the work. 33.7 Providing services in connection with a public hearing, arbitration proceeding or legal proceeding except where the Design Professional is party thereto. 33.8 Providing services in addition to those required by Article 2 for preparing documents for alternate, separate or sequential bids or providing services in connection with bidding or construction prior to the completion of the Constriction Docnntents Phase. 3.3.9 Notwithstanding anything contained in the Agreement, Proposal or these General Conditions to the contrary, all services described in this Article 3 that are caused or necessitated in whole or in part due to the negligent act or omission of the Design Professional shall be performed by the Design Professional as a part of the Basic Services under the Agreement with no additional compensation above and beyond the compensation due the Design Professional for the Basic Services. The intervening or concurrent negligence ofthe Owner shall not limit the Design Professional's obligations under this Subsection 3.3.9. 3.4 OPTIONAL ADDITIONAL SERVICES 3.4.1 Providing financial feasibility or other special studies. 3.4.2 Providing planning surveys, site evaluations or comparative studies of prospective sites. 3.4.3 Providing special surveys, environmental studies and submissions required for approvals of governmental authorities or others having jurisdiction over the Project. 3.4A Providing services relative to future facilities, systems and equipment. 3.4.5 Providing services to investigate existing conditions or facilities or to make measured drawings therrof. 3.4.6 Providing services to verify the accuracy of drawings or other information furnished by the Owner. 3.4.7 Providing coordination ofconstraction perfornied by separate contractors or by the Ounces own forces and coordination of services required !it connection with construction performed and equipment supplied by the Owner. 3.4.8 Providing detailed quantity surveys or inventories of material, equipment and labor, 3.4.9 Providing analyses ofoperating and maintenance costs. 3.4.10 Making investigations, inventories of tuaterialsorequipment, or valual'sons acid detailed appraisals of existing facilities. 3.4.12 Providing assistance in the utilization of equipment or systems such as testing, adjusting and balancing, preparation of operation and maintenance manuals, training personnel for operation and maintenance and consultation during operation. 3.4.13 Providing interior design and similar services required for or in connection with the selection, procurement or installation of fismiture, f0mishings and related equipment. 3.4,14 Providing services other than as provided in Section 2.6.4, after issuance to the Owner of the final Certificate for Payment and expiration of the Warranty Period of the Contract for Construction. 3.4.15 Providing services of consultants for other than architectural, civil, structural, mechanical and electrical engineering portions ofthe Project provided as a part of Basic Services. 3.4.16 Providing any other services not othenvise included in this Agreement or not customarily furnished in accordance with generally accepted architectural practice. 3A.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 con- struction based on marked-up prints, drawings and other data f rnished by the Contractor to the Design Professional. 3.4.15 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 w hole or in part due to the negligent act or omission of the Design Professional shall be performed by the Design Professional as a part of 1he Basic Services under the Agreement with no additional compensation above and beyond the compensation due the Design Professional for the Basic Services. The intervening orconciurent negligence of the Owner shall not limit the Design Professional's obligations under this Subsection 3.4.18. ARTICLE 4 OWNER'S RESPONSIBILITIES 4.1 The Owner shall consult with the Design Professional regarding requirements for the Project, including (1) the Ownefs objectives, (2) schedule and design constraints and criteria, includ'ung space requirements and relationships, flexibility, expendability, special equipment, systems and site requirements, as more speei- ficalty 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 &vnees other costs and reasonable contingencies related to all of these costs. 4.3 If requested by the Design Professional, the Owner shall furnish evidence that financial arrangements have been made to Riftilt the Owner's obligations tinder ibis Agreement. Page 7 C:1Documents and SettingslPerry EvanslMy DocumentsUerra SolvelWorddocslTS1PROJECTS12008108665 Denton Fleet Truck WashIPSA2 Architect Engineer Terra Solve.doe 4.4 The Owner shall designate a representative authorized to act on the Owner's behalf with respect to the project. The Owner or such authorized representative shall render decisions in a timely manner pertaining to documents submitted by the Design Professional in order to avoid unreasonable delay in the orderly and sequential progress of the Design Professional's services. 4.5 Where applicable, the Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; adjacent drainage; rights-of--way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data pertaining to existing buildings, other improvements and trees; and infonnation 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 Owner shall ftrmish the services ofgeoteclmical engineers when such services are requested by the Design Professional. Such services may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and re- sistivity tests, includirng necessary operations for anticipating subsoil conditions, with reports and appropriate professional recommendations. 4.6.1 The Owner shalt famish 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 as part of its Basic Services or Additional Services. 4.7 When not a part of the Additional Services, the Owner shall famish structural, mechanical, chemical, air and water pollution tests, tests of hazardous materials, and other laboratory and environmental tests, inspections and reports required by law or the Contract Documents. 4.8 The Owner shall fumish 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 Contractoes Applications for Payment or to ascertain how or for what purposes the Contractor has used the money paid by or on behalf of the Owner. 4.9 The services, information, surveys and reports required by Owner under Sections 4.5 through 4.8 shall be fiurnished at the Owner's expense, and the Design Professional shall be entitled to rely upon the accuraey 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 Projector nonconformance with the Contract Documents. 4.11 Design Professional shall propose language for certificates or certifications to be requested of the Design Professional or Design professional's consultants and shall submit such to the Owner for review and approval at least fourteen (14) days prior to execution. The Oviver agrees not to request certifications that would require knowledge or services beyond the scope of the Agreement. ARTICLE 5 CONSTRUCTION COST 5.1 CONSTRUCTION COST DEFINED 5.1.1 The Construction Cost shall be the total cost or estimated cost to the Owner ofall elements ofthe Project designed or specified by the Design Professional. 5,1.2 The Construction Cost shall include the cost at current narket rates of labor and materials furnished by the Owner and equipment designed, specified, selected or specially provided for by the Design Professional, plus a reasonable allowance for the Contractor's overhead and profit. In addition, a reasonable allowance for con- tingencies shall be included for market conditions at the time of bidding and for changes in the work during construction. 5,13 Constriction Cost does not include the compensation of the Design Professional said Design Professional's consultants, die costs of the land, rights-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, preliminary estimates of Construction Cost and detailed estimates of Construction Cost prepared by the Design Professional represent the Design Professional's best judgment as a design professional familiar with the construction industry. It is recognized, however, that neither the Design Professional nor the Owner has control over the cost of labor, materials or equipment, over the Contractor's methods of determining bid prices, or over competitive bidding or market conditions. Accordingly, the Design Professional cannot and does not warrant or represent that bids or cost proposals will not vary front the Owner's Project budget or from any estimate of Construction Cost or evaluation prepared or agreed to by the Design Professional. 5.2.2 No fixed limit of Construction Cost shall be established as a condition ofthe Agreement by the furnishing, proposal or establishment of a Project budget, unless such fixed limit has been agreed upon in writing and signed by the parties thereto. If suclt a fixed limit has been established, the Design Professional shall be permitted to include contingencies for design, bidding and price escalation, to determine Wiat 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 the Contract Documents alternate bids to adjust the Construction Cost to the fixed limit. Fixed limits, if any, shall be increased in the amount of an increase in the Contract Sam occurring after execution ofthe Contma for Construction. 52.3 If the Procurement Phase has not commenced within 90 days after the Design Professional submits the Construction Documents to the Omicr, any Project budget or fixed limit of Construction Cost shall be adjusted to reflect changes in the general level o£prices in the construction industry between the date ofsubmission of the Construction Documents to the Owner and the date on which proposals are sought. ARTICLE 6 OWNERSHIP AND USE OF DOCUMENTS 6.1 The Drawings, Specifications and other documents prepared by the Design Professional for this Project are instruments of the Design Professional's service and shall become the property of the Owner upon termination or completion of the Agreement. The Design Professional is entitled to retain copies of all such documents. Such documents are intended only he applicable to this Project, artd Owner's use of such documents in other projects shall be at Owner's sole risk and expense. In the event the Owner uses any of the information or materials developed pursuant to the Agreement in another project or for other purposes than are specified in the Agreement, the Design Professional is released from any and all liability relating to their use in that project Page 8 C:1Documents and SettingsWerry Evans1My Documents\Terra SotvelWorddoeslTSIPROIECTS12008108665 Denton Fleet Truck Wash1PSA2 Architect )engineer Terra Solve.doc 6.2 Submission or distribution of documents to meet official regulatory requirements or for similar purposes in connection with the Project is not lobe constnted as publication in derogation of the Design Professional's reserved rights. ARTICLE 7 TERMINATION, SUSPENSION OR ABANDONMENT 7.1 The Design Professional may terminate the Agreement upon not less than thirty days written notice should the Owner fail substantially to perform in accordance with the terms of the Agreement through no fault of the Design Professional. Owner may terminate the Agreement or any phase thereof with or without cause upon thirty (30) days prior written notice to the Design Professional. All work and labor being performed under the Agreement shall cease immediately upon Design Professional's receipt of such notice. Before the end of the thirty (30) day period, Design Professional shall invoice the Owner for all work it satisfactorily perfomned prior to the receipt of such notice. No amount shall be due for lost or anticipated profits. All plans, field surveys, and other data related to the Project shall become property of the Owner upon termination of the Agreement and shall be promptly delivered to the Owner in a reasonably organized form. Should Owner subsequently contract with a new Design Professional for continuation of services on the Project, Design Professional shall cooperate in providing information. 7.2 If the Project is suspended by the Owner for more than 30 consecutive days, the Design Professional shall be compensated for services satisfactorily performed prior to notice of such suspension. When the Project is resumed, the Design Professional's compensation shall be equitably adjusted to provide for expenses incurred in the interruption and resumption ofthe Design Professional's services. 7.3 The Agreement may be terminated by the Owner upon not less than seven days written notice to tine Design Professional in the event that tlhe Project is permanently abandoned. If the Project is abandoned by the Owner for more than 90 consecutive days, the Design Professional or the Owner may tenninate the Agreement by giving written notice. 7.4 Failure of the Owner to make payments to the Design Professional for work satisfactorily completed in accordance with the Agreement shall be considered substantial norn- perfonmance and cause for temhination. 7.5 If the Owner fails to make payment to Design Professional within thirty (30) days of receipt of a statement for services properly and satisfactorily performed, the Design Professional may, upon seven days written notice to the Owner, suspend performance of services under the Agreement. 7.6 In the event of termination not the fault ofthe Design Professional, the Design Professional shall be compensated for services properly and satisfactorily performed prior to termination. ARTICLF.8 PAYMENTS TO THE DESIGN PROFESSIONAL 8.1 DIRECT PERSONNEL EXPENSE 8.1.1 Direct Personnel Expense is defined as the direct salaries of the Design Professional's personnel engaged on the Project and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions and similar contributions and benefits. 8.2 REIMBURSABLE EXPENSES 8,2.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Design Professional and Design Professional's employees and consultants in the interest of the Project, as identified in the following Clauses. 8.2.1.1 Expense of transportation in connection with the Project; expenses in connection with authorized out-uf--town travel; long-distance communications; and fees paid for securing approval of authorities having jurisdiction over the Project. 8,2.1.2 Expense of reproductions (except the reproduction of the sets of documents referenced in Subsection 2.6.19), postage and handling of Drawings, Specifications and other documents. 8.2.1.3 if authorized in advance by the Owner, expense of overtime work requiring higher than regular rates. 8.2.1.4 Expense of renderings, models and mock-ups requested by tine Owner. 8,2.1.5 Expense of computer-aided design and drafting equipment time when used in connection with the Project. 8.2.1.6 Other expenses that are approved in advance in writing by the Onvnner. 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, oil the basis set forth in Section 2 of the Agreement and the schedule ofwork. 83.2 If and to the extent that the time initially established in the Agreement is exceeded or extcnded through no fault of the Design Professional, compensation for any services rendered during the additional period of time shall be computed in the manner set forth in Section 2 of the Agreement. 83.3 When compensation is based oar a percentage of Construction Cost and any portions of tine Project are deleted or otherwise not constructed, compensation for those portions of the Project shall be payable to the extent services are performed 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 o€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 34 days after the presentation to the Owner of the Design Professional's statement of services rendered or expenses incurred. Wage 9 CADocuments and Settings\Perry EvansWy DocumentATerra Solve\NVorddocs\TS1PROJECTS12008108665 Denton Fleet Truck Wash1PSA2 Architect Engineer Terra Solve.doc 8.5 PAYMENTS WITHHELD No deductions shall be made from the Design Professional's compensation on account of penalty, 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 the Design Professional is responsible. 8.6 DESIGN PROFESSIONAL'S ACCOUNTING RECORDS Design Professional shall make available to Owner or Ovaiers authorized representative records of Reimbursable Expenses and expenses pertaining to Additional Services and services performed on the basis of a multiple of Direct Personnel Expense for inspection and copying during regular business hours for three years after the date of the final Certificate of Payment, or until any litigation related to the Project is final, )Xhichever 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, tosses, and expenses, including, but not limited to court costs and reasonable attorney fees incurred by the Owner, and including, without limitation, daniages for bodily and personal injury, death and property damage, resulting front the negligent acts or omissions of the Design Professional or its officers, shareholders, agents, or employees in the 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 tinder the Agreement, Design Professional shall maintain the following insurance with an insurance company licensed or authorized to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate Carriers of at least an A- or above: 10.1 Comprehensive General Liability Insurance with bodily injury limits of not less than $1,000,000 for each occurrence and not less than $2,000,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than $250,000 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 Deleted 10.5 The Design Professional shall furniish 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 fine 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 dale of the change or cancellation, furnish Owner with substitute certificates of insurance meeting the requirements of this Article 10. ARTICLE I I MISCELLANEOUS PROVISIONS 11.1 The Agreement shall be governed by the laws of the State of Texas. Venue of any suit or cause of action under the Agreement shall lie exclusively in Denton County, Texus. 11.2 The Owner and Design Professional, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. The Desigri Professional shall not assign its interests in the Agreement without the written consent of the Owner. 11.3 The tern Agreement as used herein includes the executed Agreement, Vie Proposal, these General Conditions and other attachments referenced in Section 3 of the Agreement which together represent the entire and integrated agreement between the Owner and Design Professional and supersedes all prior negotiations, representations or agreements, either written or oral. The Agreement may be amended only by written instrument signed by both Owner and Design Professional. When interpreting the Agreement the executed Agreement, Proposal, these General Conditions and the other attachments referenced in Section 3 of the Agreement shall to the extent that is reasonably possible be read so as to harmonize the provisions. 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 order: 1. The executed Agreement 2. Attachments referenced in Section 3 of the Agreement other than the Proposal 3. These General Provisions 4, The Proposal 11.4 Nothing contained rn the Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Design Professional. 11.5 Upon receipt ofprior written approval of Owner, the Design Professional shall have the right to include representations of the design ofttie 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 proprietary information iftbe Owner has previously advised the Design Professional hi writing of the specific inforniation considered by the Owner to be confi- dential or proprietary. The Owner shall provide professional credit for the Design Professional on lite construction sign and in the promotional materials for the Project. Page 10 C:IDocuments and SettirrgslPerry EvansWy Docunientswcrra SolvelWorddocs\TSiPROJECTS12008108665 Denton Fleet Truck ~'1ash1PSA2 Architect Engineer Terra Solve.doc 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 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 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 alter mailing. 11.8 If any provision of the Agreement is found or deemed by a court ofconupetent jurisdiction to he invalid or unenforceable, it shall be considered severable from 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 The Design Professional shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now read or hereinafter be amended during the term of this Agreement. 11.10 In performing the Services required hereunder, the Design Professional shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. 11.11 The captions of the Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of the Agreement. Page i l C:IDocuntents and Setting0erry FvansWy DoeumentMerra Solve\%VorddoeslTS1PROIGCTS12008108665 Denton Fleet Trick Wash1PSA2 Architect Engineer Terra Solve.doc CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire is being filed in accordance with chapter 176 of the Local Government Code OFFICE USE ONLY by a person doing business with the governmental entity. By law this questionnaire must be filed with the records administrator of the local government not Date Received later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code. A person commits an offense if the person violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. Name of person doing business with local governmental entity. TERRA-SOLVE, INC., Perry Evans, President; Charles Robertson, Vice President. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than September 1 of the year for which an activity described in Section 176.006(a), Local Government Code, is pending and not later than the 7th business day after the date the originally filed questionnaire becomes incomplete or inaccurate.) Describe each affiliation or business relationship with an employee or contractor of the local governmental entity who makes recommendations to a local government officer of the local governmental entity with respect to expenditure of money. NONE. 4 Describe each affiliation or business relationship with a person who is a local government officer and who appoints or employs a local government officer of the local governmental entity that is the subject of this questionnaire. NONE. Amended 61113/2006 Page 12 C:1Documents and SettingsTerry Evans\My Docunlentfferra Sol velWorddocs\TS\PttOJECTS!2008108665 Denton Plect `t'ruck Wash\PSA2 Architect Engineer Terra Solve.doc CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor or other person doing business with local governmental entity Page 2 6 Name of local government officer with whom filer has affiliation or business relationship. (Complete this section only if the Answer to A, B, or C is YES.) This section, item 5 including subparts A, B, C & D, must be completed for each officer with whom the filer has affiliation or business relationship. Attach additional pages to this form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income from the filer of the questionnaire? Yes ® No B. Is the filer of the questionnaire receiving or likely to receive taxable income from or at the direction of the local government officer named in this section AND the taxable income is not from the local governmental entity? Yes ® No C. Is the filer of this questionnaire affiliated with a corporation or other business entity that the local government officer serves as an officer or director, or holds an ownership of 90 percent or more? E]Yes ®No D. Describe each affiliation or business relationship. None. 6 Describe any other affiliation or business relationship that might cause a conflict of interest. NONE. 7 7/22/08 l Signalu of person doing business with the governmental entity Date Page 13 C:1Docninents and Setting0erry Evans\My DoctlmentATerra SolvelWorddocslTSIPROJECTS12008108665 Denton Fleet Truck WashTSAI Architect Engineer Terra Solve.dw 4 TERRA • SOLNE ENVIRONMENTAL G0NSULTAJiTS 3216 COMMANDER DRIVE, SUITE 103 • CARROLLTON, TFxAs 75006.2518 • (972) 267-1900 • FAX (972) 267-1902 W W W.TERRA-SOLV E:.COM June 18, 2008 Mr. Mike Ellis 804 Texas Street Denton, TX 76209 RE: ENGINEERING DESIGN SERVICES TRUCK WASH FACILITY 1100 SOUTH MAYHILL ROAD DENTON,TEXAS TERRA-SOLVE PROPOSAL NO. 060804 Dear Mr. Ellis: Terra-Solve, Inc., (Terra-Solve) is pleased to present the following proposal and fee schedule to provide engineering services for the above-referenced project. Terra-Solve understands the approximately 2 acre facility will contain an automated pull-through-type truck wash facility for garbage trucks and other city vehicles, building, truck wash equipment and accessories. The following presentation represents Terra-Solve's understanding of the scope of services, the schedule required to do the work, and the estimated costs for providing the engineering services. FEE SUMMARY 1. Surveying and Mapping Services (Steve Miller Surveying) 1. Boundary Footprint of 18.171 acre City owned property $2,950 (Required by City in order to do plat) 2. Preparation of Preliminary and Final Plat $1,150 3. City Control (tie in to City horizontal and vertical control) $450 4. Topographic Survey (Center lines of adjoining roads, (site and surrounding area, $1,550 approximately 6.5 acres total, set benchmark & reference City datum. Subtotal Surveying Services (taxes and reproduction NOT included) $6,100 II, Architectural Services (Wright Group) 1. Preliminary and Final Site Plan $2,300 2. Fagade/Elevation Plan $750 3. Landscape Architect and Irrigation Plan $3,200 Subtotal Architectural Services $6,250 Mr. Mike Ellis June 18, 2005 Page 2 III. Civil Engineering Services (Terra-Solve) 1. Runoff calculations & report to City of Denton, site grading, paving, drainage system designs, plans & specifications $4,500 2. Detention Pond Design, if required NA 3. Water and Sanitary Sewer Design 2,300 4. Dimension Control Plan $1,250 5. Erosion Control/Construction SW3P Plan $1,250 6. Construction Specifications $550 7. City Submittals and Expenses 750 Subtotal Civil Engineering Services $10,600 IV. Geotechnical Study (Terra-Salve) 1. Drilling and Laboratory Services $850 Proposed drilling scope - - (6 Test Borings/Total Estimated Footage - 75 ft) Truck Wash 3 @ 20 ft Pavement Area 3 @ 5 ft 2. Report and Recommendations $2,100 Subtotal Geotechnical Engineering Services $2,950 V. Foundation Design (Terra-Solve) 1. Paving and truck wash building $1,200 Subtotal Structural Engineering Services $1,200 VI. Mechanical, Electrical, and Plumbing (MEP) Design (WTA) 1. Truck Wash and Accessories $8,000 Subtotal MEP Engineering Services $8,000 VII. Direct Costs ESTIMATED TOTAL DESIGN PHASE SERVICES $35,500 Mr. Mike Ellis June 18, 2008 Page 3 The estimated fees for I, II, III, IV, V and VI established above, shall be considered lump sum fees, and will not be exceeded without prior approval from the City. Costs incurred will be carefully monitored during the progress of this project. Our services will be invoiced monthly, based on the percentage of work completed. Direct costs (item VII above), including printing and reproduction, postage, messenger service, long distance telephone calls and travel outside of the Dallas/Fort Worth Metroplex will be considered reimbursable. They will be billed at 1.10 times the direct cost incurred. The budget established above does not include revisions once the design is underway. If revisions are requested by the owner, a revision to the scope and budget will be required. Unless otherwise stated, fees quoted in this proposal exclude state and federal sales taxes on professional services. Current Texas law requires assessment of sales tax on certain kinds of surveying services but does not require sales taxes on other professional services. In the event that new or additional state or federal taxes are implemented on the professional services provided under this contract during the terns of the work, such taxes will be added to the applicable billings and will be in addition to the quoted fees. The fees quoted in this proposal will be honored for up to 45 days from the date of this proposal. We trust this proposal meets your requirements for this project. We appreciate the opportunity to be of service to The City, and trust that our association on this proposal is mutually beneficial. If this proposal meets with your approval, please execute Attachment "A," Return one (1) copy as notification to proceed, approval of the budget and agreement to fee schedule and basis of compensation. Please feel free to contact us if you have any questions or comments concerning this matter. Terra-Solve appreciates tine opportunity to present this proposal and looks forward to being of service to you. We will initiate the project upon your written authorization to proceed. Please contact Terra-Solve at (972) 267-1900 if you have any questions about this proposal. Respectfully submitted, Terra-Solve, Inc. Perry W. Evans, P.E., P.G. President I Soil Scientist / Civil Engineer a . Charles R. Robertson, P.G. Vice President / Geologist Mr. Alike Ellis June 18, 2008 Page 4 TERRA-SOLVE, INC. FEESCHEDULE Effective January 1, 2008 HOURLY PERSONNEL RATES Fees for consulting services are based on the following hourly personnel rates: Principal $120.00 Project Manager $120.00 Project Engineer $120.00 Engineer $85.00 Geologist $85.00 Scientist $85.00 Technician $75.00 Drafts Person $75.00 Administrative Assistant $65.00 Word Processor $65.00 REIMBURSABLE EXPENSES Fees for out-of-pocket and subcontract expenses are based on the following rates: Subcontractors and Subconsultants cost + 10% Equipment Rental and Reproduction Work Cost + 10% Color Reprints and Photographs Cost + 10% Travel, Subsistence, and Long Distance Telephone Calls Cost + 10% In-house Materials Quote All Other Out-of-Pocket Expenses and Supplies Cost + 10% Additional Reports (three copies will be supplied per project) $75.00/report Mileage: Passenger Vehicles $0.50/mile Truck $0.60/mile Truck and Trailer_ $1.95/mile This fee schedule is subject to revision with written notice. Fees are due and payable in accordance with the owner and consultant standard conditions of agreement. Hourly rates are increased by 20% for non-business hours, including weekends and legal Federal holidays. Regular business hours are Monday through Friday, 7:00 a.m. to 6:00 p.m. Mr. Mike Ellis June 18, 2008 Page S TERMS AND CONDITIONS 1, STANDARD OF CARE. Terra-Solve will perform its services using that degree of skill and care ordinarily exercised under similar conditions by reputable members of the profession practicing in the same or similar locality at the time the services are performed. NO OTHER WARRANTY, EXPRESS OR IMPLIED, IS MADE OR INTENDED. 2. SAMPLE AND WASTE DISPOSAL. Samples generally are consumed or altered during testing and are disposed of immediately upon completion of tests. Client agrees to pay all costs associated with the storage, transport, and disposal of Samples and Wastes. Client recognizes and agrees that Terra-Solve is acting as a bailee and at no time assumes title, constructive or express, to such Samples or Wastes. 3. ENVIRONMENTAL INDEMNITY, To the maximum extent permitted, Client shall defend, indemnify and hold Terra-Solve harmless from any suit or claim for damages, losses, penalties, fines, settlements, judgments, costs and attorneys fees, including personal injury ("Losses") related to or arising from exposure to or release of Contaminants at or from the site before, during or after the Services, unless such Losses are determined to have been caused by Terra-Solve's negligence. To the fullest extent permitted by applicable late, and for additional consideration of $10.00, the receipt and sufficiency of which is acknowledged, client agrees that Terra-Solve's liability, and that of its officers, directors, employees, agents and subcontractors, to client, any secondary clients or any third party due to Terra-Solve's breach of contract or negligent professional acts, errors or omissions will be limited to an aggregate of $50,000 or the total fees paid by client to Terra-Solve under the proposal, whichever is greater 4. SITE RESPONSIBILITY. Terra-Solve's services do not include supervision or direction of the means, methods or actual work of contractor(s) not retained by Terra-Solve. The presence of Terra-Solve's representative will not relieve the contractor(s) of its responsibility to perform the work in accordance with the plans and specifications. Client agrees that the contractor(s) will be solely responsible for working conditions on the job site, including security and safety during performance of the work, and compliance with Client safety requirements and OSHA regulations. It is agreed that Terra-Solve is not responsible for job or site safety or security, other than for Terra-Solve's employees and subcontractors, and that Terra-Solve does not have the right or duty to stop the work of others. OP ID C1 CERTIFICATE OF LIABILITY INSURANCE ACORy DATE(M],I1DDNYYY) ~ TERRA-7 07/15/08 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Monroe & Monroe Insurance Agen HOLDER, THIS CERTIFICATE DOES NOT AMEND, EXTEND OR Suite 102 2921 Galleria Dr. ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. , Arlington TX 76011 Phone:817-640-5035 Fax:817--640-0131 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURERA Zurich Insurance Co INSURER B- The Hanover Ins, Group _ Terra-Solve Inc INSURER C: , , 3216 Commander Drive, Ste. 103 iNSURERD: Carrollton TX 75006 I JSURER E'. Cfl\!I<R AC:FR THE POLICIES OF INSURANCE LISTED BLOW HAVE BEEN ISSUED TO THE INSURED 1AWEDABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REOUIREVENr, TERM OR CCNDMO`€ OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CER211FICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERI,IS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHU.'VN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR PdSR TYPE OF INSURANCE POLICYNUMBER DATE (MM1DOfYY) DATE (b4MIDDIYY] LIMITS GENERALLtABTLRY EACH OCCURRENCE $ 3000000 A X COMMERCKCENER LIA13111Y OPL9217787-02 04/24/08 04/24/09 PREMIsES(Eeoccurance) $ 100000 CLAI%1SAt&DE Fx ]OCCUR MEDEXP(A;or.&persan] $ 55000 X Pollution Liab PERSONAL BADV INJURY $ 1000000 X Prof Liab GENERAL AGGREGATE $ 3000000 GENLAGGREGATELIMIT APPLIES PER: PRODUCTS-compIOPAGG $ 3000000 X POLICY 7"Cr Loo AUT OMOBILE LIABILITY C(WBINED SINGLE LIMIT $1,000,000 B X ANYA.UTO AED8281786-02 04/24/08 04/24/09 {Eaaccldanl( ALL OWNED AUTOS BODILY INJURY $ scHEDULI-a auros (Per person) HIREORUTOS BODILY INJURY $ NON-OWNEOALJTOS (Permeiderd) PROPERTY DAMAGE $ (Per accldentj GARAGE LIABILITY AUTO ONLY -EAACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO OILY: AGO $ EXCESSAIMBRELLA LIABILITY EACH OCCURRENCE $ B X OCCUR CLAIMSMADE UHD8304811-02 04/24/08 04/24/09 AGGREGATE $ Auto $2000000 DEDUCTIBLE Emp Liab $ 2000000 x I RETENTION $10000 $ WORKERS COMPENSATION AND X TORY LIMITS ER B EMPLOYBRS'LIABILTrY WLD8275950-02 04/24/08 04/24/09 E.L. EACHAccoi:Nr $ 1000000 ANY PROPRIErORIPARTNERIEXECUTIVE OFFICERA:EMBEREXCLUDED? E,L.DISEASE - EA EMPLOYEE $ 1000000 Ii YeS,de5CI`1130 MW SPECIAL PROVISIONS bemv E.L. DISEASE-POLICY LIMIT $ 1000000 OTHER DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS City of Denton is named as an additional insured on the general Liability and Auto Liability policy if required by written "insured contract", City of Dentonis named in favor of the Waiver of subrogation on the Workers Compensation policy if required by written insured contract. t'=PTICIPATC Unr nCR rANCELLATION DENTON- SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATIOdI DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN City of Denton NOTICE TO THE CERTIFICATE HOLDER IIAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL Attn Tom Shaw Purchasing Agent IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGEddr$ OR 901B Texas Street Denton TX 16209 REPRESENTATIVES. AUr3IpRIZEDREIt BNTA~ r f rL,~ ACORD 25 (2001108) v nv VRP bvnrvnn i av~Y ,~uu IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACCRD 25 Exhibit 2 CHANGE ORDER No. 3 DATE OF ISSUANCE: 7127109 OWNER CITY OF ENGINEER TERR Project FLEET FU Location TRUCK ENGINEER'S You are directed to make the following changes in the Contract Documents: Description: DESIGN SERVICES Reason for Change Order: 1. Fence design revisions: a) Revised to masonry. b) Revised to wrought iron. c) Revised to retaining wall masonry stone topped with wrought iron. d) Revised north extension, across drainage ditch, drainage calculations and culvert design. 2. Multiple site layout revisions per ROW changes and landfill boundary requirements. 3. Add HDPE liner to tank pit. Move loading pad, equipment and piping to accommodate liner. Add concrete over tank pit to minimize water intrusion. 4. Revise landscape plan per ROW changes and tank pit liner paving cover. 5. Change diesel to all 820 and verify compatibility of equipment, piping, and accessories. 6. Change one tank design from compartmentalized to single and two tanks to all E85 product. 7. Revise dispenser number and layout on final, revise piping, accessories, and ward system layout for new dispenser layout and E85 compatibility, and revise specifications. 8. Revise truck wash and car wash trench design. 9. Additional coordination with Ward system supplier for piping and electrical requirements. 10. 'title research for existing easements and additional platting coordination requirements. 11. Reprographics: a) 5 sets plans and specs for 6/8/09 meeting with City. b) 4 sets final plans and specs 6/10/09 for City. c) 1 set final plans and specs and 20 CDs for Purchasing. d) 2 sets final plans and specs and 2 CDs fof.. Dodge and AGC plan rooms. e) 20 additional CDs for purchasing 6/27/09. 12. Construction cost estimate (in addition to preliminary estimate). a) Detailed construction cost estimate. b) Detailed construction cost estimate breakdown between fueling and truck wash. c) Revise detailed construction cost estimate for grant application. 13. Revise architectural site plan for fire lane, zoning, and casement revisions required by platting. 14. Revise civil plan for actual location of the existing sanitary sewer line and tie-in. 15. 7115/09 Services, revise Addendum 2: Change truck wash and car wash speclf!cation to two selected manufacturers. Add a maintenance contract and chemical contract to the specifications. Revise the addendum to break out the Car Wash and Truck wash sections separately from the base bid. Provide a bid form with these equipment and maintenance options listed. 16. Anticipated 7116109 through bid phase. Attachments (List documents supporting change): Spreadsheet Summary. { CHANGE IN CONTRACT PRICE PO139767)- Original Contract Prinz $ 35,600.00 Nat Increase (Decrease) from previous Change Orders No. NA to P)A: $ NA Contract Price prior to this Change Order: $ $5.500.00 Nat Increase (decrease) of this Change Order: $ 32,000.00 Contract Price with all approved Change Orders: $ 87,500.00 APPROVED:" By. OWNER (Authorized Signature) y~ Date: v f ACCEPTED: ENGINEER (Authortzed Signature) Data: 7/27108 Change Order 2 i I i ITERM • SOLVE EN V I R 0 R M EN I A L Q0NSULTAN [S 3216 CommANDER DwE• SUITE 103 CARROL VrON, TEXAS 750062518 (972) 267.1900 • 1=AX (972) 267-1902 1 WWW.'EERRA-SOLVE.COM September 11, 2009 i Mr. I-lermatt Lawson City of Denton Facilities Managemi nt 869 South Woodrow Lane 1 Den(on, 'I'exas 76205 RE: ENGINEERING & INSPECTION SERVICES DURING CONS'T'RUCTION OF: TRUCK WASH FACILITY NORTHEAST CORNER OF SPENCER ROAD AND MAYHILL ROAD DENTON, TEXAS TERRA-SOLVE PROPOSAL NO, 080902-2 TERRA-SOLVE PROJECT NO. 08665.CM2 Mr, Lawson: Terra-Solve, Inc., {'T'erra-Solve) is pleased to present this proposal for the construction phase engineering services associated withithe Fleet Fueling and Truck Wash construction at the above- referenced location. The following prescntation represents Terra-Solve's understanding of the scope of services, the schedule required to do the work, and the estimated costs for providing these construction phase services. 4 1SCOPE OF SERVICES s Terra-Solve will provide the resident 'engineering and construction administration services during the site preparation and construction. E I RESIDEN'T' ENGINEERING Terra-Solve will provide one Resident Project Representative. The scope of services for these operations is outlined as follows: • fart-time representation at the site, on behalf of the City of Denton for a period of 180 calendar days (26 weeks). • The purpose of this representation is to make observations during progress of the work, and maintain records and documentation of the project at the site, • Maintain liaison with the contractor, coordinate the maintenance of schedules, assess compliance with the contract documents, and determine corrective measures for work not in compliance in consultation with the design engineer. Mr•. Herman La►vson Septeinher 11, 2009 Page 2 1 Provide advice and consultation to the Engineer of Record and the Owner as appropriate. • Measure quantities of work for partial payments. CONSTRUCTION ADMINISTRATION 'terra-Solve will provide construction administration services. The scope of services for these operations is outlined as follows: , • Attend weekly project mecting.? • Make periodic visits to the site and provide supervision of the Resident Project Representative. • Provide advice and consultationIto the Engineer of Record and the Owner as appropriate. • Review and processing of contractor's periodic applications for payment. • Provide shop drawing review an'd interpretation of design intent. • Assist in the processing of change order authorization and revisions of plans made during construction. • Preliminary construction review to determine when project is substantially complete. • Final construction review to determine if the project is complete and substantially in conformance with the construction documents! • Compilation of written guarantees, operating and maintenance instructions, parts lists, and related due uments assembled by the contractor. • Approval of final payment to the}contractor. SCHEDULE Site preparation and construction is estimated to take 180 calendar days (26 weeks) to complete following the start of construction. Since this is a calendar day contract, no provision has been made for weather delays or other conditions which could cause an extension of the construction period specified in the construction contract f Mr. Merman Larson September l1, 2009 Page 3 COMPENSATION Terra-Solve recommends these construction phase services be provided using a time-and-materials type contract based on the following fee schedule. You should budget for the project based on the rollowing rates: i Activity Fee Engineering Services: Terra-Solv`s, Inc Resident Project Representation, 104 hours at $95/hr (50% allocation) $4,940 Construction Administration/Support, 200 hours at $120/hr (50% allocation) $12,000 Structural Engineer $1,600 plus 10% markup (50% allocation) $880 Architect $2,400 plus 10% hiarkup (50% allocation) $1,320 Geotechnical Consultant $2,000 plus 10% markup (50% allocation) $1,100 Travel/Expenses 2,727 miles c 0.55/mi 50%allocation) $750 ESTIMATED TOTAL PROJECT COST (TRUCK WASH) $20,990 The budget will not be exceeded without the City of Denton written authorization. "Terra-Solve appreciates the opportunity to present this proposal and looks forward to being of service to you. We will initiate the project upon your written authorization to proceed. Please contact Terra-Solve at (972) 267-1900 iryou have any questions' about this proposal. i Respectfully submitted, Terra-Solve, Till, ! Perry W. Evans, P.E, P.G. President / Soil Scientist / Civil Engineer ae' ~ 3- Charles R. Robertson, P.G. Vice President/ Geologist Change Order 3 4 TERRA • SOLVE ENVINONfAENTAL CONSULTANTS 3216 COMMANDER DRIVE, SUITE 103 • CARROLLTON, TEXAS 75006-2518 - (972) 267-1900 • 1=AX (972) 267.1902 W W W.TERRA-SO LV E.COM September 11, 2009 Mr. Herman Lawson City of Denton Facilities Management 869 South Woodrow Lane Denton, Texas 76205 RE: DESIGN CHANGE ORDER- TRUCK WASH NEW FACILITY NORTHEAST CORNER OF SPENCER ROAD AND MAYHILL ROAD DENTON,TEXAS TERRA-SOLVE PROPOSAL NO. 090905-E NG2.DESIGN CO TERRA-SOLVE PROJECT NO. 08665 Mr. Lawson: Terra-Solve, hrc., (Terra-Solve) is pleased to present this proposal for the proposed design changes discussed in our site meeting on August 25, 2009. The following presentation represents Terra-Solve's understanding of the scope of services, the schedule required to do the work, and the estimated costs for providing these cosst€ etion phase services. SCOPE OF SERVICES Terra-Solve will provide the design change order services as follows: I . Adjust elevations leaving the tuck wash and the NW portion of the site. Revise the loading pad design based on the new elevations. ALLOCATION Fuel/Track: 50150) 2. Add spill containment sumps to dispenser island area and revise concrete grade and canopy downspouts for stor-lnwater exclusion. ALLOCATION Fuc1/Tiuck: 0/100) 3. Clarify overhead door controls for exterior access during power outage. (included in 8.) 4. Change electric heater to natural gas. (included in 8.) 5. Revise electrical for transformer to remain in the current location. ALLOCATION Fuel/Truck: 50150) 6. Revise for no sewer tap; all effluent to go to a retention pond northwest of the site. Retention pond will be designed by the City. ALLOCATION Fuel/Truck: 50150) 7. Along sides of tank hold, extend HDPE liner in lieu of geotextile and allow pipe penetrations per manufactures installation instructions. ALLOCATION Fucl/Truck: 100/0) 8. Site layout, A-101, move south gate south and widen/taper entrance further east from north gate to corner of landfill road. ALLOCATION Fuel/Truck: 50/50) 9. Revise car and tuck wash drainage system as directed. ALLOCATION Fuel/Truck: 01100) 10. Expenses and reprographics, cost plus 10%. ALLOCATION Fucl/Tiuck: 50/50) Mr. Herman Lawson Septemhei-11, 2009 Page 2 SCHEDULE Terra-Solve is prepared and committed to performing the work in a timely manner. Terra-Solve expects to work closely with you to meet all deadlines as required. COMPENSATION Terra-Solve recommends these construction phase services be provided using a time-and-materials type contract based on the following fee schedule. You should budget for the project based on the following rates: Activity Fee Engineering Services: Tetra-Solve, Inc Revise plan sheets Reprographics $5,000 $500 ESTIMATED TOTAL PROTECT COST (ALLOCATED TO TRUCK WASH) $5,500 The budget will not be exceeded without the City of Denton written authorization. Terra-Solve appreciates the opportunity to present this proposal and looks forward to being of service to you. We will initiate the project upon your written authorization to proceed. Please contact Terra-Solve at (972) 267-1900 if you have any questions about this proposal. Respectfidly submitted, Terra-Solve, Inc. Perry W. Evans, P.E., P.G. President / Soil Scientist / Civil Engineer ~74_1 Charles R. Robertson, P.G. Vice President / Geologist Exhibit 3 to tv vsa 1 Sgs r3cos Change Order 4 `~tCv TERM * SOLVEN VI NQ NM ENLAL CaN$ULIAN19 ,321 6 COMMANDER DRIVE. 5UITr- 1 03 • CARR0LLTON.'TTEXA5 75406.2518 + (972) 267-1944 • FAX (972) 267-1902 Y/ ~ .TERRA-SOL`/E.COM June 20, 2010 Mr. Herman Lawson City of Denton Facilities Management 869 South. Woodrow Lane Denton, Texas 76205 RI{,: ENGINEERING & CONSULTING SERVICES: ADDITIONAL FF S THROUGH MAY 30, 2010, INVOICES 2546 FLEET FUELING AND TRUCK WASH FACILITY CITY OF DENTON. 1251 SOUTH MAYHILL ROAD DENTON,TEXAS TERRA-SOLVE PROPOSAL NO, 061002-REV A TERRA-SOLVE PROJECT NO.08665.CM2 TRUCK WASH Mr. Lawson: Terra-Solve, Inc., (Terra-Solve) is pleased to present this proposal for the engineering services associated with the Fleet Fueling and Truck Wash construction at the above-referenced location. The following presentation represents Terra-Solve's understanding of the scope of services, the schedule required to do the work, and the estimated costs for providing these construction phase services. SCOPE OF SERVICES Terra-Solve has provide the engineering services for the proposed change order items and site meetings outlined in the attached letter dated June 2, 2010. COMPENSATION The following amounts reflect the additional services through May 30, 2010, in excess of the previously approved purchase orders: Truck Wash,'CM2 Phase: Budget Remaining $3,374.61 Invoice 2546 thru May, 30`t' $8,461.91 Additional Amount Requested $5,08727 Invoice 2546 through May 3e is attached iVfr. Herman Lawson June 20, 2010 Page 2 The total estimated fees, includingthe above amount, to complete the project are as follows: TRUCK WASH Through May 30, 2010 CM2 Invoice 2546 Difference above approved _amount $5,087.27 May 31-June 8 Fees incurred since last (above) invoice: 50% allocated Truck Wash CM2 Hourly Rate Terra-Solve (See detail below) 16.25 hours $120 $1,950 Wright 6 hours $165 $990 Ex enseslRe ro ra hics 1 $200 $200 Estimated Future (10 meetings, 3 firs each- 50%= 15 his, plus estimated additional hours) 50% allocated Truck Wash CM2 Terra-Solve (site meetings) 15 hours $75 $1,125 Terra-Solve (Project Management) 10 hours $120 $1,200 Terra-Solve (Design pump in tnak pit well and final RFP for Thaten; Plan Sheets RW-1 & RW-2) 8 hours $120 $880 Wright (Site Meetings or Inspections &Project $165 $825 Mananernent) 5 hours TOTAL PROPOSED ADDITIONAL Timesheet Detail Description Week of May 31- June 8: 5131 Holiday 6/1 Project Management- Thatens 33 item list of questions/request for information. 6/2 Copy/bind additional specifications books and City marked-up plans as requested by Client. Project Management Change Order 2 finalize with Client items and proposed amounts. 6/3 ISSUe Change Order 2 to Thaten. - Review Lane Star Fuels deadman submittal for UST & return with comments. Prepare Request For Proposals for remaining pending items for submittal to Thaten (RFPs include: additional facilities & time; air & water at canopy; pump in tank hold well; revise fence; revise RPZ; siphon manifold to two E85 tanks; truck wash stab revisions; Fuel island elevations and canopy plan revisions, conduits to light poles). 6/4 Courier specifications books and City markcd-up plans to Client, Continue preparing Request For Proposals for remaining pending items for submittal to Thaten (RFPs include: additional facilities & time; air & water at canopy; pump in tank hold well; revise fence; revise RPZ; siphon manifold to two E85 tanks; truck wash slab revisions; Fuel island elevations and canopy plan revisions; conduits to light poles). s Mr. Herman Lmvson June 20, 2010 Page 3 6/1 Revise change order 2, submit do Client; continue RFP preparation (RFPs include: additional facilities & time; air & water at canopy; pump in tank hold well; revise fence; revise RPZ; siphon manifold to two. E85 tanks; truck wash slab revisions; Fuel island elevations and canopy plan revisions; conduits to light poles). 6/8 Weekly site meeting, change order 2 meeting, revise change order 2; continue RFP preparation (RFPs include: additional facilities & time; air & water at canopy; pump in tank held well; revise fence; revise RPZ; siphon manifold to two E85 tanks; truck wash slab revisions; Fuel island. elevations and canopy plan revisions; conduits to light poles). The budget will not be exceeded without the City of Denton written authorization. Terra-Solve appreciates the opportunity to present this proposal and looks forward to being of service to you. We will initiate the project upon your written authorization to proceed: Please contact Terra-Solve at (972) 267-1900 if you have any questions about this proposal. Respectfully submitted, Terra-Solve, Inc. Perry W. Evans, P.E., P:G. President/Soil Scientist/Civil Engineer Charles R. Robertson, P.G. Vice President/ Geologist ORDINANCE NO. AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE CHANGE ORDER NUMBER FOUR TO THE CONTRACT BETWEEN THE CITY OF DENTON AND TERRA- SOLVE, INC. FOR DESIGN SERVICES RELATED TO THE CONSTRUCTION OF A TRUCK WASH FACILITY LOCATED AT 1251 SOUTH MAYHILL ROAD; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 4125-CHANGE ORDERFOUR IN THE AMOUNT OF $12,337.27 FORA TOTAL CONTRACT AMOUNT OF $106,327.27). WHEREAS, on July 22, 2008, the City awarded a professional services contract to Terra- Solve Inc., in the amount of $335,500 for the engineering design services fora trick wash facility to be located at 1251 South Mayhill Road; and WHEREAS, the Staff having recommended, and the City Manager having recommended to the Council that a change order be authorized to amend such contract agreement with respect to the scope of work and an increase in the payment amount, and said change order 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, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The Change Order No. Four, increasing the amount of the professional services agreement between the City and Terra-Solve Inc., which is on file in the office of the Purchasing Agent, in the amount of Twelve Thousand Three Hundred Thirty Seven and 27/100 ($12,337.27) Dollars, is hereby approved and the expenditure of funds therefor is hereby authorized in accordance with said change order. The total purchase order including previously approved change orders one through four in the amount of $58,490 increases to $106,327.27. SECTION 2. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 12010. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: 5-ORD-File 4125 AGENDA INFORMATION SHEET AGENDA DATE: September 7, 2010 Questions concerning this acquisition may be directed DEPARTMENT: Materials Management to Dean Hartley 349-8243 A~T ACM: Jon Fortune SUBJECT Consider adoption of an Ordinance accepting competitive bids by way of an Interlocal Agreement with Harris County Department of Education and awarding a contract for the purchase and installation of two chiller units to service City of Denton facilities; providing for the expenditure of funds therefor; and providing an effective date (File 4552-Interlocal Agreement for Purchase and Installation of Two Chillers with Harris County Department of Education, contract awarded to Brandt Engineering in the amount of $440,544). FILE INFORMATION This project is for the replacement of two obsolete chillers originally installed in 1980. These chillers service City Hall, Emily Fowler Library, and the Civic Center. The chillers are being replaced with high efficiency "magnetic bearing" chillers which are estimated to be 50% more energy efficient. After the replacement of the chillers is complete, all major components of the chill plant will have been updated. This includes the towers, pumps, control, and variable speed drives. The City of Denton will receive the benefit of lower pricing by pooling its buying power through participation in this Interlocal Cooperative Agreement. Harris County Department of Education approved the award of Contract 09-023DR-01for HVAC Equipment, Installation, Services and Related Items to Brandt Engineering on June 6, 2009. The contract was renewed for an additional year through June 15, 2011 (Exhibit 1). PRIOR ACTION/REVIEW (Council, Boards, Commissions) Council approved an Interlocal Agreement with Harris County Department of Education (HCDE) on August 17, 2010. RECOMMENDATION Award to Brandt Engineering in the amount of $440,544 through an Interlocal Agreement with Harris County Department of Education. Agenda Information Sheet September 7, 2010 Page 2 PRINCIPAL PLACE OF BUSINESS Brandt Engineering Dallas, TX ESTIMATED SCHEDULE OF PROJECT The installation of the two chillers is estimated to be completed by December 2010. FISCAL INFORMATION This project will be funded from account 100155461.1365.40100. Requisition 99185 has been entered in the Purchasing software system. EXHIBITS Exhibit 1: Harris County Department of Education Contract 09-023DR-01 Exhibit 2: Pricing Sheet from Brandt Engineering Respectfully submitted: Bryan Langley, 349-7100 Director of Finance I-.CIS-File 4552 Exhibit 1 0 0 10. VENDOR CONTRACT Between name of company or vendor(s) and Harris County Department of Education For HVAC Equipment. Installation, Service & Related Items The following pages will constitute the contract between the above-named vendor and HCDE/CHOICE. Proposers shall include a separate document as part of their response containing any required exceptions or deviations from these terms, conditions, and specifications. If accepted by CHOICE, the document's contents will he Incorporated into the final contract. This Vendor Contract made and entered into by and between Harris County Department of Education (HCDE), a local government, having Its principal place of business at 6300 Irvington Boulevard, Houston, Texas 77022 and name of company or vendor(s), address, city, state and zip. This contract consists of the provisions set forth below; including provisions of all attachments referenced herein, the RFP, and the complete submittal. In the event of a conflict between the provisions set forth below and those contained in any attachment, the provisions set forth below shall control. GENERAL TERMS AND CONDITIONS 1. Freight (if applicable) All deliveries shall be freight prepaid, F.O.B. destination and shall be Included in all pricing offered unless otherwise clearly stated in writing. 2. Warranty conditions ' s minimum standard warranty All supplies, equipment and services shall include manufacturer and one (1) year labor warranty unless otherwise agreed to in writing. 3. Customer support The vendor shall provide timely and accurate technical advice and sales support to CHOICE staff and CHOICE participants. The vendor shall respond to such requests within one (1) working day after receipt of the request. The vendor shall provide training to CHOICE staff regarding products and services supplied by the vendor, at no additional charge, if required. 4. Contracts The terms of this Agreement shall govern all procurements conducted hereunder. No pre- published terms on the vendor's order acknowledgments or invoices shall have any force or effect. Further, no amendment of the terms of this Agreement shall be permitted unless first approved in writing by the HCDE Purchasing Department and no such amendments shall have any effect unless and until a written amendment to this Agreement is executed by HCDE's Superintendent or its Assistant Superintendent for Business Support Services (or their designees) after any necessary approvals have been obtained from the HCDE Board of Trustees. Tax Exempt Status All Texas government agencies participating in CHOICE are exempt from payment of taxes state sales taxes under Chapter 20, Title 122A of the Revised Civil Statutes of Texas, for the purchase of tangible personal property. Laws of other states govern the tax status of those states with regard to these purchases. 6. Other State tax requirements Payment of Taxes by the School District/Public Entity. The School District/public entity will pay only the rate and/or amount of taxes identified in the Offer and in any resulting Contract as appropriate to that state of other public entity. State and Local Transaction Privilege Taxes. The School District/public entity is subject to all applicable state and local transaction privilege taxes. Transaction privilege taxes apply to the sales and are the responsibility of the seller to remit. Failure to remit taxes from the buyer does not relieve the seller from its obligation to remit taxes. Knowing the tax laws in other states is the responsibility of the vendor. CHOICE/HCDE/ 27 RFP for HVAC Equipment, Installatfon, Service and Related Items #03.023DR o n 7. Tax Indemnification 0 Contractor and all Subcontractors shall pay all Federal, state, and local taxes applicable to its operation and any persons employed by the Contractor. Contractor shall, and require all Subcontractors to hold the School Dlstrictfpublic entity harmless from any responsibility for taxes damages and interest. If applicable, contributions required under Federal, and/or state and local laws and regulations and any other costs including transaction privilege taxes, unemployment Compensation insurance, Social Security and Worker's Compensation. 8. IRS W-9 In order to receive payment under any resulting Contract, Contractor shall have a current I.R.S. W-9 Form on file with the School District/public entity 9. Assignments of contracts No assignment of contract may be made without the prior written approval of HCDE's Purchasing Department. Payment can only be made to the awarded vendor. Vendor is required to notify HCDE when any material change in operations occurs, including but not limited to changes in distribution rights for awarded products, bankruptcy, material changes in financial condition, change of ownership, and the like. 10. Disclosures Vendor affirms that he/she has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor or service to a public servant in connection with this contract. Vendor shall attach, In writing, a complete description of any and all relationships that might be considered a conflict of interest in doing business with HCDE or with CHOICE participants. The vendor affirms and certifies that, the bid or proposal has been arrived at independently, and is submitted without collusion or discussion with anyone to obtain information, coordinate pricing or product offerings, or gain any favoritism that would in any way limit competition or give an unfair advantage over other vendors in the award of this contract. Bidder must comply with the following conflict of interest procedures Texas Local Government Code Chapter 176 Disclosure of certain relationships with local government officers, providing public access to certain information. 0 11. Renewal of Contracts Unless otherwise stated, all contracts are for a period of one (1) year with an option to renew annually for an additional four (4) years if agreed to by HCDE in its sole discretion. Vendors shall honor the administrative fee for any sales occurred beyond 30 days on any sales made based on a CHOICE contract whether the vendor is awarded a renewal or not. Administrative fee for this contract will be two (2%) percent. IMFunding out clause. All contracts for the acquisition, including lease, of real or personal property is a commitment of the entity's current revenue only 13. Ordering Procedures Purchase orders are issued by participating agencies to the vendor according to the HCDE/CHOICE contract. Participating agencies must send purchase orders to CHOICE, unless otherwise stipulated by CHOICE. CHOICE will review and forward orders to the vendor within one working day. Confirmation of receipt of order maybe requested by CHOICE. HCDE also may elect to require e-commerce functionality, where orders are sent directly to the vendor and reported to CHOICE on a specified basis. The e-commerce approach must be approved by HCDE prior to the start date. 14. Shipments (if applicable) The vendor shall ship ordered products within seven (7) working days for available goods and within four (4) to six (6) weeks for special-order items after the receipt of the order unless modified In the Special Terms and Conditions. If a product cannot be shipped within that timeframe, the vendor shall notify the CHOICE participant the reasons why the product has not shipped and shall provide an estimated shipping date, if applicable. The participant may cancel the order if estimated shipping time is not acceptable. 16. Invoices The vendor shall submit invoices, in duplicate, to the CHOICE participant. Each Invoice shall include the CHOICE participant's purchase order number as well as the CHOICE Contract Number. The shipment tracking number or pertinent Information for verification of CHOICE participant receipt shall be made available upon request. 16. Reporting The vendor shall electronically provide HCDEICHOICE with a detailed monthly report showing the dollar volume of all sales under the contract for the previous month, if the contract is set up CHOICE/HCDE/ 28 RFP for HVAG Equipment, Installation, Service and Related Items #09-023DR as a reporting contract In the format and with the information specified by HCDEICHOICE. Reports shall be submitted to CHOICE at 6005 Westview, Houston, Texas 77055, or electronically to dzajicek@choicefacilitypartners.org. Reports are due on the fifteenth (15) day after the close of the previous month and shall provide information regarding purchases made during the previous month. It is the responsibility of the vendor to collect and compile all sales under the contract from participating members and submit one (1) consolidated monthly report. The monthly report shall include: at a minimum; the date for each purchase, purchase order number, participant name, city/town, and sales total. If the contract is not set up as a reporting entity, all purchase orders are to be sent to HCDE/CHOICE via fax, mail or email. 17. Payments The CHOICE participant will make payments directly to the vendor. 18. Pricing The vendor agrees to promptly lower the proportionate price of any product purchased through CHOICE following a reduction in the price the vendor is paying suppliers. All pricing submitted to CHOICE shall include the administrative fee to be remitted to CHOICE by the vendor. It is the vendor's responsibility to keep all pricing up to date and on file at CHOICE. All price changes shall be presented to the HCDE Purchasing Department for acceptance, using the same format as was accepted in the original proposal, 19. Administrative Fees HCDE/CHOICE will invoice the vendor, on a monthly basis, for the administrative participation fee. The invoice will be based on total sales made through the HCDEICHOICE Contract with the vendor. The vendor shall remit payment to HCDEFCHOICE at net thirty (30) day terms. Failure to pay administrative fees in a timely manner may result in the contract being in default and could result in the contract being suspended or terminated. 20. Indemnity The vendor shall protect, indemnify, and hold harmless HCDE and its purchasing cooperative participants, administrators, employees and agents against all claims, damages, losses and expenses arising out of, relating to, or resulting from the actions of the vendor, vendor employees or vendor subcontractors. Any litigation involving Harris County Department of Education, Its administrators, representatives, Trustees, employees and agents shall have sole venue in Harris County, Texas. Any litigation involving Choice's participants shall be in the jurisdiction of the participating agency. 21. Multiple Contract Awards (if applicable) HCDE/CHOICE reserves the right to award multiple contracts for each commodity category. Commodity categories are established at the discretion of HCDE/CHOICE, 22. State of Texas Franchise Tax By signature hereon, the bidder hereby certifies that he/she is not currently delinquent in the payment of any franchise taxes or other taxes owed the State of Texas under Chapter 171, Tax Code. 23. Now products New products that meet the contract product specifications may be added to the existing contract. Pricing shall be equivalent to the percentage discount of other products. Vendor may replace or add products to an existing contract if. the replacing products are equal to or superior to the original products offered; are discounted in a similar or to a greater degree; and the products meet the requirements of the original solicitation. No products may be added to avoid competitive procurement procedures. HCDE may reject any proposed additions in its sole discretion. 24. Promotion of Contract (Marketing Plan) Vendor shall provide to CHOICE a marketing plan for promoting the HCDE contract. This plan shall cover all areas and states applicable. Vendor shall demonstrate how the HCDE contract will be used as a primary contract offering to participating agencies. Encouraging participating agencies to circumvent the contract by purchasing directly from vendor will result in suspension or termination of Contract. Once approved as a contract partner, vendor agrees to display the CHOICE seal in marketing collateral materials, such as website, brochures, etc. Vendor shalt submit all promotional materials to HCDE to obtain written approval before finalizing promotional material utilizing the CHOICE name or seal. No press releases or other material regarding this !rte` contract may be released unless HCDE first approved the press release in writing. 25. Website Support Vendor agrees to cooperate with HCDEICHOICE in publicizing contract particulars on the CHOICE website, Vendor will also work with HCDE/CHOICE In updating and maintaining CHOICEIHCDE/ 29 RFP for HVAC Equipment, Installation, Servlw and Related Items #49-023OR 0 current information on vendor activities related to the contract on the site. Vendor will provide an electronic version of their logo for use on the website upon request and provide other Information as reasonably requested by HCDE to help ensure that the CHOICE website is current and consistently updated. Supplemental Agreements CHOICE participant and vendor may enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in this contract, I.e. invoice requirements, ordering requirements, on-campus service, specialized delivery, etc. Any supplemental agreement developed as a result of this RFP Is exclusively between the CHOICE participant and vendor, and shall have no effect or impact to any other CHOICE participant or this Agreement. Supplemental agreements of these types shall not have any impact on the pricing available to HCDE and other CHOICE participants. Any supplemental agreement between vendor and the individual CHOICE participant is exclusively between that specific CHOICE participant and the vendor and will be subject to immediate cancellation by the CHOICE participant (without penalty to the CHOICE participant) if, in the opinion of the CHOICE participant, the quality, service, and specification requirements, and/or the terms and conditions are not maintained as stated in the supplemental agreement. 27. Environmental Initiatives HCDE/CHOICE is committed to reducing waste and promoting energy conservation. Toward that end, vendors responding to this request for proposal are encouraged to provide their companies environmental policy and green initiative. 28. Certificates of Insurance Certificates of Insurance, name and address of vendor, the limits of liability, the effective dates of each policy and policy number shall be delivered to the CHOICE participant prior to commencement of work. The insurance company shall be licensed in the State of Texas, and shall be acceptable to the CHOICE participant. The vendor shall give the CHOICE participant a minimum of ten (10) days notice prior to any modifications or cancellation of policies. The O vendor shall require all subcontractors performing any work to maintain coverage as specified. 29. Miscellaneous Either party may cancel this contract in whole or in part by providing thirty days' written notice. The vendor acknowledges and agrees that continued participation in CHOICE cooperative purchasing program is subject to HCDE='s sole discretion, and that any vendor may be removed from the participation in the program at any time with or without cause. All work will cease after completion of final accepted order. Nothing in the contract or In any other communication between HCDE; and the Vendor may be construed as a guarantee that CHOICE participants will submit any orders at any time. HCDE reserves the right to request additional proposals for items already on contract at any time. 30. Governing Law The laws of the State of Texas, without regard to its provisions on conflicts of laws govern this Agreement. Any dispute under this Agreement may be brought in the state and federal courts located in Houston, Harris County, Texas, and the parties hereby submit to the exclusive jurisdiction of said courts. 39. Press Releases Each Party shall have an opportunity to review and must obtain prior written approval for any press releases relating to this Agreement. No press releases or other publicity regarding this contract may be made without first obtaining the approval of the HCDE Procurement Office. 32. No Agency or Endorsements The Parties are independent contractors and have no power or authority to assume or create any obligation or responsibility on behalf of the other Party, This Agreement will not be construed to create or imply any partnership, agency, or joint venture, nor will it be construed or deemed an endorsement of a specific company or product. 33. Force Majeure Neither Party shall be deemed to have breached any provision of this Agreement as a result of any delay, failure in performance, or Interruption of service resulting directly or indirectly from acts of God, network failures, acts of civil or military authorities, civil disturbances, wars, energy crises, fires, transportation contingencies, interruptions in third-party telecommunications or C~ Internet equipment or service, other catastrophes, or any other occurrences which are reasonably beyond such Party's control. 34. Assignment The Vendor may not assign this Agreement or any of its rights or obligations hereunder without CHOICEIHCDEi 30 RFP for HVAC Equipment, Installation, Se€vIm and Refated Items #49-023DR b O the prior written consent of the authorized representative of the HCDE, and any such attempted assignment shall be void. 35. Severability The invalidity or unenforceability of any provision of this Agreement, or any terms thereof, shall not affect the validity of this Agreement as a whole, which will at all times remain in full force and effect. 36. Waiver The failure of either Party td enforce at any time the provisions of this Agreement, or the failure to require at any time performance by the other Party of any of the provisions of this Agreement, shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the ability of either Party to enforce each and every such provision thereafter. The express waiver by either Party of any provision, condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement. 37. Entire Agreement This Agreement, including any and all exhibits attached hereto, is the entire agreement of the Parties and supersedes any prior representations, agreements, negotiations, or understandings between them, whether written or oral, with respect to the subject matter hereof. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by duly authorized representatives of the Parties hereto. This Agreement supersedes any conflicting terms and conditions on any work orders, Invoices, checks, order acknowledgements, forms, purchase orders, or similar commercial documents relating hereto and which may be issued by a Vendor after the Effective Date. 38. Notices Notices shall be sent by first class mail, postage prepaid, by courier or other personal delivery, or by facsimile, to the Parties at the addresses specified in the heading of this Agreement or to such other address as a Party designates in writing to the other Party. SPE=CIAL TERMS AND CONDITIONS 1. Lone Star College System The vendor/contractor agrees to remit to Choice Facility Partners/Harris County Department of Education an administrative fee of 2% of all sales and/or services rendered to Lone Star College system either directly to the system or as a subcontractor to a general contractor. 2. Choice Facility Partner's membership The vendor/contractor agrees to remit to Choice Facility Partners/Harris County Department of Education an administrative fee of 3% of all sales and/or services rendered to the membership under this contract for sales other than Lone Star College System. 3. Certified Payrolls The contract agrees to provide certified payrolls to the customer if requested. 0 CHOICEMCDE/ 31 RFP for HVAC Equipment, Instatlatlon, Service and Related Items #f09-623DR SIGNATURE FORM. The undersigned hereby proposes and agrees to furnish goods and/or services in strict compliance with the terms, specifications and conditions at the prices quoted. The undersigned further certifies that he or she is an officer of the company and has authority to negotiate and contract for the company named below and meetslagrees with all of the above terms and conditions specified in this request. Company name Brandt Address 11245 Indian Trail City/State/Zip Dallas TX 75229 Telephone No. 972-241-9411 Pax No. 972-484-6013 E-mail address shaves.@brandtena.com Authorized Printed name Steve Hayes y Position with company Sr. Vice President Sales Representative Mark Sledge Email Address msled a brandten .com Web site URL brandteng.com Accepted by HCDE Term of contract b //0 lo q to o Unless otherwise stated, all contr cts are # r a period of one (1) year ith an o tion to renew annually for an additional four (4) years if a reed to by CHOICE and the awarded vendor. Vendors shall honor all participation fees for any sales made based on a CHOICE contract whether the vendor Is awarded a renewal or not. 07 HCDE Authorized S nature Date w 4 U~ WncZWQ Print Name Approved by Harris County Department of Education Job Contract No. r1 L.~ CHOICEIHCDE/ 32 RFP for HVAC Equipment, Installation, Service and Related Items #09-023DR 0 91010 0 CHOICE FACILITY PARTNERS Division ofHarrfs CountyDepartnser:t ofEdtteation 4300tlrvlrrgtor: Blvd. Houston, TX77022 March 12, 2010 Mr. Steve Hayes Brandt Engineering 11245 Indigri Trail Dallas, Texas 75229 Subject: Renewal Notice, 09/023DR-01 HVAC Equipment, Installation, Service Related Items for Harris County Department of Education (HCDE)/Choice Facility Partners, School Districts, Institutions of Higher Learning, Government Agencies, and Non-Profit Entities in .Texas. Dear Mr. Hayes: Choice Facility Partners (UP), a division of Harris County Department of Education (HCDE), has a contract with your company that is scheduled to-expire on June 15, 2010. This contract is a one year contract with 3 years of renewals left before final expiration. CFP values this contract and will submit this contract to the HCDE Board of Trustees for renewal for an additional year. If you agree please sign, and return via fax as soon as possible to Mary Causey at 713- 696-8270 and mail the original document to 6005 Westview, Houston, Texas 77055 to be received no later than March 30, 2010. If your company has any questions or conceals or wishes to non---renew, please feel free to call us at the office at 713.696-2122. Sincerely, Carol R. Duval Greb Assistant Director Choice Facility Partners Signature 3~/] -7 D Date 6005 westview Houston,TX 77055 www.clioicofaoilityparmm.org Ply: 713.696.2122 Fax: 713-000-0000 Exhibit 2 Exhibit "13" Scope of Work June 2, 2010 City Of Denton Attn: Mr. David Saltsman Re: Chill Tower Replacement Per your request Brandt Engineering is pleased to provide our proposal for mechanical and elec- trical support on the above referenced project. Our scope of work is based upon our site visit with you. Our specific scope of work is as follows: ❖ Chill Tower Replacement: (Address) • Provide and install (2) WMC Water cooled Chillers (150 Ton each) • Recover refrigerant out of old chillers and dispose of per current EPA requirements • Disconnect, dismantling and removal of the (2) existing chillers • Receive, offload and dismantling of the (2) new chillers and prepare for installation • Provide all required rigging to remove the (2) existing chillers and installation of the (2) new chil- lers, Brandt is not responsible for damage to the road, driveways, curbs or underground utilities, • installation of the (2) new chillers on a weekend with at least (1) chiller running by Monday morning • Installation only of (2) new chilled water pumps 15HP each (Furnish Under Separate Contract) • Installation only of (2) new condenser water pumps 7.5 HP each (Furnish Under Separate Con- tract) • Installation only of (2) VFD's for both the chilled water pumps (Furnished Under Separate Con- tract) and provide and install (2) VFD's for the cooling tower fans • Provide and install all required electrical disconnects and reconnects • New Direct Digital Controls to tie into existing control system • Provide and Install all required pipe, valves and fittings for the following systems as required to make complete operational system for the following systems: o Condenser water o Chilled water o Refrigerant relief • Provide and install thermal insulation for the new chilled water piping • Provide and install (1) new refrigerant monitor with accessories as required • Provide and install (1) new exhaust fan and (1) make up air damper as required to meet ASHRE 15 including interlocking of fan with the refrigerant monitor Provide factory startup for the new chiller AUSTIN 1344 Airport Commerce Dr., Suite 575 DALLAS 11245 Indian Trait FORT WORTH 2502 Gravel Drive SAN ANTONIO 6023 Corridor Pkwy Suite 100 WACO 1100 J D AusEIn, TX 78741 Dallas, TX 75229 Fort Worth, TX 76118 Schertz, TX 78154 evrell r Waeo TX 767 512.495,9100 TACLA 27629C 972.241.9411 TACLA 000468C 817.626.0033 TACLA 20707E 210.599.6120 , 254.772.169. TELL 20109 TECL 20109 TECL 20109 TACt_A 0007450 TECL 20109 TACLA 000431 TECL 201 0: Page 2 Exhibit "B" 6/2/2010 Scope of Work Continued Y Provide (1) year parts and labor warranty on workmanship and materials • Provide a (5) year extended warranty on chiller compressors Brandt Engineering is a mechanical, electrical and plumbing solutions provider, We provide engineering design and analysis, new construction, upgrades, retrofits, and maintenance service to a variety of clients, from our offices in Dallas, Fort Worth, Waco, Austin and San Antonio, Texas, (For additional in- formation see www,brandten ,cam,) We have installed entire HVAC systems and completed chiller re- placement projects at numerous similar facilities. We propose to provide all labor, tools material, equipment, supervision to perform the above stated scope of work for the lump sum total of:--_ $440,544.00 Install (2) New Cooling Towers (FURNISHED UNDER SEPARATE CONTRACT). A ncluded in Above We exclude: Repairs to existing equipment or controls Warranty on existing equipment Any additional code upgrade items not mentioned above Fire alarm interlocks Hazardous material abatement Bonding (available upon request) Sales tax We appreciate your consideration of our firm and look forward to working with you. Please do not hesitate to contact me directly should you have any questions or concerns. Thank you, Craig Whaley LEED AP Director of ECO Services Brandt PHONE 972.395.6185 CELT. 214.587.9573 brandteng.com AUSTIN 1340 Airport Commerce or,, Sulle 575 DALLAS 11245 Indian Trail FORT WORTH 2502 Gravel Driv SAN ANTONIO WACO Austln, TX 78741 Dallas, TX 75229 e Fort Worth, TX 76118 6023 Corridor Pkwy., Suite 100 Schertz TX 76154 1100 Jewell Or 512.491.91oo TACLA 27629C 972.241.9411 817.626.0033 , 210.599.5120 Waco, TX 767 254 772 169' TECL 20109 TACLA 0004680 TECL 20109 TACLA 20707E TACLA 00074511 . . . TACLA 00043( TECL 20109 TECL 20109 TECL 2010 ORDINANCE NO. AN ORDINANCE ACCEPTING COMPETITIVE BIDS BY WAY OF AN INTERLOCAL AGREEMENT WITH HARRIS COUNTY DEPARTMENT OF EDUCATION AND AWARDING A CONTRACT FOR THE PURCHASE AND INSTALLATION OF TWO CHILLER UNITS TO SERVICE CITY OF DENTON FACILITIES; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 4552-INTERLOCAL AGREEMENT FOR PURCHASE AND INSTALLATION OF TWO CHILLERS WITH HARRIS COUNTY DEPARTMENT OF EDUCATION, CONTRACT AWARDED TO BRANDT ENGINEERING IN THE AMOUNT OF $440,544). THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or his designee is hereby authorized to purchase two water cooler chiller units including installation in the amount of $440,544 from Brandt Engineering under competitive bids received by Harris County Department of Education in accordance with an Interlocal Cooperative Purchasing Program Participation Agreement under Section 271.102 of the Local Government Code which is on file in the office of the Purchasing Agent. SECTION 2. The City Manager, or his designee is authorized to expend funds pursuant to the agreement for the purchase of various goods and services. SECTION 3. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 12010. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY h BY: 3-ORD-File 4552 AGENDA INFORMATION SHEET AGENDA DATE: September 7, 2010 Questions concerning this acquisition may be directed DEPARTMENT: Materials Management to Jim Coulter 349-7194 A~T ACM: Jon Fortune SUBJECT Consider adoption of an ordinance approving a "First Amendment to Professional Services Agreement for Architect or Engineer" by and between the City of Denton, Texas and Malcolm Pirnie, Inc. to provide engineering services for the design of the Lake Lewisville Water Treatment Plant rehabilitation and process upgrade; authorizing the expenditure of funds therefor; and providing an effective date (File 4399-providing for an additional $139,100 for additional services on the project for a total award of $2,739,100). (The Public Utilities Board recommends approval (5-0). FILE INFORMATION This amendment is for additional engineering design services related to the pre-ozonation process at the Lake Lewisville Water Treatment Plant. A complete description of the design project is included in the attached Public Utilities Board agenda information sheet (Exhibit 1). PRIOR ACTION/REVIEW (Council, Boards, Commissions) This item was approved by the Public Utilities Board on August 23, 2010. Council approved a Professional Services Agreement with Malcolm Pirnie, Inc. in the amount of $2,600,000 on August 18, 2009. RECOMMENDATION Approve the First Amendment to the Professional Services Agreement with Malcolm Pirnie, Inc. in the amount of $139,100 for a total contract award of $2,739,100. PRINCIPAL PLACE OF BUSINESS Malcolm Pirnie, Inc. White Plains, NY Agenda Information Sheet September 7, 2010 Page 2 ESTIMATED SCHEDULE OF PROJECT The Lake Lewisville Water Treatment Plant rehabilitation is scheduled to be bid in February 2011 with constriction estimated to be completed by April 2013. FISCAL INFORMATION This project will be funded from account 630163517.1360.20100. An additional line will be added to Purchase Order 145438. EXHIBITS Exhibit 1: Public Utilities Board Agenda Information Sheet Without Exhibits Respectfully submitted: Bryan Langley, 349-7100 Director of Finance I AIS-File 4199 Exhibit I PUBLIC UTILITIES BOARD AGENDA ITEM # 3 AGENDA INFORMATION SHEET AGENDA DATE: August 23, 2010 DEPARTMENT: Utility Administration ACM: Howard Martin, 349-8232 SUBJECT Consider a recommendation of approval of Amendment # 1 to the Professional Services Agreement for Architect or Engineer between the City of Denton and Malcom Pirnie Inc. in the additional amount of $139,100 for Engineering Services for the Design of the Lake Lewisville Water Treatment Plant Rehabilitation and Process Upgrade. BACKGROUND In negotiating the fee for this project, the staff referred to the Professional Engineering Services - A Guide to the Selection and Negotiation Process, a widely recognized reference document prepared by the Consulting Engineers Council of Texas (CELT) and the Texas Society of Professional Engineers (TSPE) published in 1993. Engineering fees for constriction projects are frequently negotiated on the basis of a percentage of the estimated constriction cost of the project. The CIP budget for this project included an original estimated constriction cost of $26,400,000 (Exhibit 2). Using the CECT & TSPE method for fee estimation related to constriction costs, full basic engineering services (without a full time resident constriction manager) for a project of this size, cost and complexity would typically be around 12% of constriction cost, or approximately $3,168,000. The total budget for professional services for Final Design in the FY 2009 CIP is $3,500,000. An additional $ 530,000 was included in the budget for constriction inspection (full time resident constriction manager) and $ 200,000 for start up phase services. Based upon prior experience and comparison with other projects, staff prepared these budget numbers to reflect current market conditions for engineering fees for a water plant rehabilitation and upgrade project of this size, scope and complexity. The original fee proposal from Malcom Pirnie was submitted to staff in 2008 and included proposed fees for all three phases of the project (design, constriction and startup). These fee proposals were based upon the initial draft scope of services prepared by the consultant. The fees were based upon a man-hour cost breakdown for each scope item and deliverable including expenses and subcontractor expenses. The original fee proposal was based on a 3.2 multiplier and totaled $ 3,875,000. This fee proposal included $ 3,256,000 for basic design and constriction phase services (final design, bidding and basic services during constriction). This fee for basic services through constriction was 123% of the estimated constriction cost of $ 26,400,000. Special services for a full time resident constriction manager and for startup AIS - PUB Agenda Item 43 August 23, 2010 Page 2 of 4 activities were and additional $ 422,000 and $ 197,000 respectively. Staff negotiated both the scope of services as well as the consultant's fees and reduced the fee for basic design and constriction phase's services from the initial $ 3,256,000 proposal to $ 2,600,000 (which represented 9.85% of the original estimated constriction cost of the project). The City executed a PSA with Malcom Pirnie for this negotiated lump sum amount for basic services through the design and constriction phase of the project in August of 2009 and has since been working with the consultant over the past 12 months to finish the design phase of the proj ect. One of the major improvements included in the project is the addition of ozonation facilities to this water treatment plant for improved disinfection, better taste and odor control, and for more stringent regulations on disinfection by products. Pre ozonation was originally proposed as the preferred location to add this process into the water plant process due to the simplicity of adding this into the treatment plant process train. The original engineering design fees and constriction cost estimate for the project was based upon the pre ozonation treatment process. However, during the course of the design phase, source water quality and ozone treatability studies were conducted to size ozone generation and ozone contactor equipment and to evaluative disinfection by products associated with the ozone pretreatment process. This analysis resulted in a design change for the placement of the ozone treatment process from pre ozonation at the head of the plant to intermediate ozonation between the plant sedimentation basins and the plant filters. Although this decision added complexity and additional cost to the project, the results of the ozone treatability studies concluded this was the proper location for the ozone process from a water quality and regulatory compliance perspective. The revised constriction cost estimate for the project is $ 29,600,000 and includes the necessary revisions to move the ozone contractor from the originally proposed pretreatment location at the head of the plant to the revised intermediate location between the plant sedimentation and plant filter processes. The increased constriction costs are approximately 12% greater than the original constriction cost estimate based upon the pre ozonation process. The proposed Amendment 4 1 to the design PSA represents a 535% increase to the original design fee. After the Amendment 41 is approved, the total fee for final design, bid services and basic constriction services will be $ 2,739,100 and represent 9.25% of the revised constriction cost estimate. The proposed agreement includes the scope items recommended by staff in the fee negotiations process and is within the budget level established for this phase of the project. Anticipating these proposed changes to the project, staff revised the FY 2010/2011 proposed budget for the project (Exhibit 3) to reflect this change in project cost and the total project cost estimate is now $ 33,610,000. This amount includes the revised constriction cost estimate of $ 29,600,000 and a total of $ 4,010,000 for all engineering (including preliminary engineering), constriction inspection and start up services. Funding for Amendment 41 is available from the revised budget for the project. AIS - PUB Agenda Item 43 August 23, 2010 Page 3 of 4 OPTIONS 1. Approve Amendment 4 1 to the PSA. 2. Renegotiate Amendment 4 1 to the PSA. 3. Reject Amendment 41 to the PSA. RECOMMENDATIONS Staff recommends approval of Amendment 4 1 to the Professional Services Agreement between the City of Denton and Malcom Pirnie in the amount of $139,100 for Engineering Services for the design and constriction phase of the Lake Lewisville Water Treatment Plant Rehabilitation & Upgrade project. PRIOR ACTION REVIEW (Council, Boards, Commissions) February 27, 2006 PUB Approval of PSA with Malcom Pirnie for the Preliminary Design of the LLWTP Upgrade Project in the amount of $ 200,000. March 7, 2006 City Council Approval of PSA with Malcom Pirnie for the Preliminary Design of the LLWTP Upgrade Project in the amount of $ 200,000. February 26, 2007 PUB Approval of the Preliminary Design Report for the LLWTP Upgrade Proj ect. August 10, 2009 PUB Approval of the PSA with Malcom Pirnie for the Final Design for the LLWTP Upgrade Project in the amount of $ 2,600,000. August 18, 2009 City Council Approval of the PSA with Malcom Pirnie for the Final Design for the LLWTP Upgrade Project in the amount of $ 2,600,000. FISCAL INFORMATION A total of $ 3,500,000 was included in the FY 2009/2010 CIP (Exhibit 2) for final design of the Lake Lewisville Water Treatment Plant upgrade project. The revised budget for the project was included in the proposed FY 2010/2011 CIP (Exhibit 3). The revised budget includes sufficient funds to cover the proposed Amendment 4 1 to the PSA. BID INFORMATION Not applicable DATE SCHEDULED FOR COUNCIL APPROVAL September 7, 2010 AIS - PUB Agenda Item 43 August 23, 2010 Page 4 of 4 EXHIBITS Exhibit 1: Location Map Exhibit 2: FY 2009 CIP Detail Sheet Exhibit 3: FY 2011 CIP Detail Sheet Exhibit 4: July 27, 2010 Letter from Malcom Pirnie on Amendment 4 1 Exhibit 5: Amendment 4 1 to PSA Respectfully submitted: Jim Coulter Director of Water Utilities Prepared by: Timothy S. Fisher, P.E. Assistant Director of Water Utilities ORDINANCE NO. 2010- AN ORDINANCE APPROVING A "FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT FOR ARCHITECT OR ENGINEER" BY AND BETWEEN THE CITY OF DENTON, TEXAS AND MALCOLM PIRNIE, INC. TO PROVIDE ENGINEERING SERVICES FOR THE DESIGN OF THE LAKE LEWISVILLE WATER TREATMENT PLANT REHABILITATION AND PROCESS UPGRADE; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 4399-PROVIDING FOR AN ADDITIONAL $139,100 FOR ADDITIONAL SERVICES ON THE PROJECT FOR A TOTAL AWARD OF $2,739,100). WHEREAS, on August 18, 2009 the Council selected Malcolm Pirnie, Inc. a professional engineering firm ("Pirnie") to provide professional services for the design of the Lake Lewisville Water Treatment Plant Rehabilitation and Process Upgrade (the "Project"); and the Council awarded a "Professional Services Agreement for Architect or Engineer" ("Agreement") to Pirnie in the original sum of $2,600,000; and WHEREAS, Pirnie has been selected as the most highly qualified firm on the basis of its demonstrated competence and qualifications to perform the proposed professional engineering services; and WHEREAS, the fees under the Agreement are fair and reasonable and are consistent with and not higher than the recommended practices and fees published by the professional associations applicable to Pirnie's profession, and such fees do not exceed any maximum provided by law; and WHEREAS, a first amendment to the Agreement is necessary because the original engineering design for the project was based upon the pre-ozonation treatment process; during the course of the design phase, source water quality and ozone treatability studies were conducted to size ozone generation and ozone pretreatment, said analysis resulted in a design change for the placement of the ozone treatment process from pre-ozonation at the head of the plant to intermediate ozonation between the plant sedimentation basins and the plant filters; and Staff is pleased with the overall quality of the work performed thus far under the Agreement by Pirnie regarding the preliminary design phase of the project and is satisfied with the final scope of services and fee negotiations represented in the Agreement; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Council hereby authorizes and approves the "First Amendment to Professional Services Agreement for Architect or Engineer" ("First Amendment") entered into by and between the City of Denton, Texas and Malcolm Pirnie, Inc. in the amount of $139,100 as provided for therein; said First Amendment is attached hereto as Exhibit "A" and is incorporated herewith by reference. SECTION 2. The City Manager is hereby designated to execute the First Amendment. SECTION 3. The City Manager is hereby authorized to expend funds as provided for by the First Amendment. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 12010. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY By: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: Page 2 THE STATE OF TEXAS COUNTY OF DENTON FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT FOR ARCHITECT OR ENGINEER WHEREAS, a "Professional Services Agreement for Architect or Engineer" (hereafter the "Agreement") was approved by the Denton City Council on August 18, 2010 as evidenced by Ordinance No. 2009-187, and said Agreement was entered into on the 18`h day of August, 2009, by and between MALCOLM PIRNIE, Inc., a Corporation (hereafter the "PROFESSIONAL"), acting by and through its duly empowered officers and representatives; with its corporate offices at 44 South Broadway, 15"' Floor, White Plains, New York 10601 and an office at 12400 Coit Road, Suite 1200, Dallas, Texas 75251; and the CITY OF DENTON, TEXAS, a Texas municipal corporation, with its offices at 215 East McKinney Street, Denton, Texas 76201, acting by and through its duly authorized and empowered City Manager (hereafter "OWNER"); and which Agreement provided for certain necessary licensed professional engineering services, with expenditure authority not-to-exceed $2,600,000 regarding the "Lake Lewisville Water Treatment Plant Rehabilitation and Process Upgrade" (the "Project"); and both PROFESSIONAL and the OWNER have each resolved and agreed that the Agreement should be continued and amended as to certain provisions, to wit; NOW, THEREFORE, in consideration of the covenants and agreements herein contained, CONSULTANT and the OWNER mutually agree to amend the Agreement by this "First Amendment to Professional Services Agreement for Architect and Engineer" (hereafter the "First Amendment"), as the scope of services to be rendered by PROFESSIONAL to the OWNER has been increased by the sum of $139,100 in additional professional engineering fees, increasing the amount of this engagement from $2,600,000, the amount of the Agreement, to a total of not-to-exceed $2,739,100; this amendment provides for an expansion of the professional services to be rendered by PROFESSIONAL, as set forth in that certain "Lake Lewisville Water Treatment Plant Upgrade Amendment No. 1" proposal addressed from PROFESSIONAL to Tim Fisher, P.E., Assistant Director of Water Utilities of OWNER, on July 27, 2010, which proposal is attached hereto as Exhibit "A" and which proposal is incorporated by reference herein, in this First Amendment, to wit: SECTION 1. PREAMBLE INCORPORATED HEREWITH BY REFERENCE The above Preamble is incorporated by reference into this Agreement. SECTION 2. CONTINUED EMPLOYMENT OF DESIGN PROFESSIONAL In addition to the original scope of services that is attached to the Agreement executed by PROFESSIONAL and OWNER on August 18, 2009, there is an additional scope of sef vices letter that is attached hereto as Exhibit "A" which is incofpofated by reference. This First Amendment and its additional scope of services is necessary because the original engineering design for the Project was based upon the pre-ozonation treatment process; during the course of the design phase, source water quality and ozone treatability studies were conducted to size ozone generation and ozone pretreatment, said analysis resulted in a design change for the placement of the ozone treatment process from pre-ozonation at the head of the plant to intermediate ozonation between the plant sedimentation basins and the plant filters; and The PROFESSIONAL shall perform those additional professional engineering and design services as contained in Exhibit "A" to the First Amendment attached hereto. To the extent that any of the conditions in said original Agreement have changed, then the conditions on Exhibit "A" shall be applicable. All other provisions of Section I of the original Agreement shall remain intact and in full force and effect, SECTION 3. BASIC SERVICES For Basic Services the compensation for this First Amended Agreement shall be an additional $139,100, aggregating $2,739,100 for the professional engineering and design services to PROFESSIONAL for this engagement. SECTION 4. ENTIRE AGREEMENT The First Amendment includes the executed Agreement, executed August 18, 2009 by PROFESSIONAL and OWNER, as well as this First Amended Agreement. It further includes the City of Denton General Conditions to the original Agreement for Architectural or Engineering Services; it further includes the Insurance Requirements that are attached to the original Agreement for Architectural of Engineering Services. SECTION S. AMENDED AGREEMENT Save and except as amended hereby, all of the remaining clauses, sentences, paragraphs, sections and subsections of the Professional Services Agreement for Architect or Engineer, executed on the 18`1' clay of August, 2009, shall remain in full force and effect. This First Amendment shall be executed in four originals. 2 SIGNED AND DATED by the dilly-authorized representatives and officers of the parties hereto effective on the day of , 2010. By: ATTEST: JENNIFER WALTERS, CITY SECRETARY By: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: ATTEST: By: "OWNER" CITY OF DENTON, TEXAS A Texas Municipal Corporation GEORGE C. CAMPBELL CITY MANAGER "PROFESSIONAL" MALCOLM PIRNIE, INC. A Corporation Y RANDALL G. M INTYRE, P.E. VICE PRESIDENT 3 Exhibit A INDEPENDENT ENVIRONMENTAL ENGINEERS, SCIENTISTS AND CONSULTANTS Malcolm irnie,Inc. 12400 Colt Road, Suite 1200 Dalian, TX 75251 T: 972.934.3711 F: 972.934.3662 .Pirnie.com July 27, 2010 Mr. Timothy Fisher, PE Assistant Director, Water Utilities Department City of Denton 901-A Texas Street Denton, TX 76209 Re: Lake Lewisville Water Treatment Plant Upgrade - Amendment No.1 Dear Tim: This letter summarizes Malcolm Pirnie's scope and fees to perform additional treatability studies, design, and construction administration services related to implementation of settled water ozone application in lieu of raw water application as originally delineated in the Professional Services Agreement (PSA) for the Lake Lewisville Water Treatment Plant (LLWTP) Upgrade Project. The scope, associated level of effort, and resulting engineering fees for the additional services have been finalized based on our previous discussions and negotiations meeting held on July 15, 2010. Background The LLWTP Upgrade Study (2006) included an evaluation of various alternatives to target future regulations and water quality goals as established with the City. The selected alternative included the addition of ozone to meet these goals. Raw water ozone was selected based on initial considerations for how to incorporate the ozone system into the existing plant where more complex construction would be required to implement a settled water application. Malcolm Pirnie recommended treatability studies at the outset of design (commenced in September 2009) to confirm ozone doses required for raw water application and to check bromate by-product formation (a regulated by-product). These efforts were completed under the original Scope of Work as delineated in the PSA. The treatability results indicated higher ozone doses would be required for raw water application and bromate by-product formation potential was such that mitigation strategies would be required. Considering the implications of the treatability studies, Malcolm Pirnie recommended conducting additional studies for ozonation of settled water. Malcolm Pirnie recently conducted these studies and the results indicate lower ozone doses will be required to meet Solutions for Life" Mr. Timothy Fisher City of Denton, Texas July 27, 2010 Page 2 of 2 water quality goals when applied to the settled water. The lower ozone doses will translate to less liquid oxygen and power use to generate ozone, and lower bromate by-product formation. Based on discussions with the City and LLWTP staff regarding the long-term process and operational implications, it was agreed that settled water application is the recommended, and preferred, approach. Implementing settled water ozonation requires design and implementation of a low-lift pumping station, additional infrastructure features to route water to and from the ozone contactors, and electrical and controls for the pump station. Scope of Additional Services The scope for the additional services shall be as follows: 1. Conduct and summarize settled water ozone treatability studies. 2. Update / revise the ozone system design basis summary for settled water application. 3. Update the ozone system supplier evaluation package for basis on settled water ozone application. 4. Develop design basis and summary for the low-lift pumping station. 5. Prepare detailed design plans and specifications pertaining to the low-lift pumping station. 6. Review shop drawing submittals and address items related to the low-lift pumping station as part of construction administration phase services. Level of Effort and Engineering Fees The level of effort to provide these services is summarized in the attached spreadsheets. We respectfully request authorization of an amendment for 139100.00 to provide these services. Please let me know if you have any questions or comments. Very truly yours, MALCOLM PIRNIE, INC. A.pLw" 4. AMYL Robert W. Hoffman, PE Associate Enclosures Cc: 5673006 File C.1 and Randy McIntyre - Malcolm Pirnie, Inc. w W 2 U) Y X 0 } Q Vj r M r tl1 N F Q C O J ~ r o a J J W _ ~ Q Q Q H N r O O ~ ~ ~ r ~pp ~ O Y 10 U - 1 d E Z U Z m v a, w w m w a ¢ J ¢ _ IX1 cc H p 0 U z O a V w ca } CE U) 0 z U ~ ~ a a r 0 0 N n N w us S N Y 4 O W ~ ~ O T C} N Q H t' M ~ C5 a O Q h Q ~ Y Q h 09 C M 2 Q m M b Lr) m in m F @ m 3 h 4 +9m v L 1 W d t L n Wi V a1 j N 40 O 61 d ~ °y R m W m B- ❑ X Q X fi 2 co y O to q 9 2 a Q d S 6 O C w V ~ w W 2 U7 Y CC O 3 ac O H U m H Z O U m 51 , O . d O It N C%F cl) 0 r r; 0 0 N N r It 0 c~ Q N d 7 w dH J LL W [L O Q h W W w LL Q 0 O fl. cl: W U LC d C] W I- w c U ~ U Q Z k. cc ~ 4 l 75 y CA U CL z C3 co CD < Z U) F- 7 y N 1 I Cl) s Denton Lake Lewisville WTP Upgrade Summary of Fees by Phase with Amendment No. 1 July 27, 2010 Fee as % of Phase Total Construction Budget Design' $ 2,125,280 7.2% Bide $ 90,300 0.3% Construction Admin3 $ 523,520 1.8% Subtotal i s 2,739,100 9.3% Construction cost Total increase in design fees from Amendment No. 1 = $111,280.00 z Bid phase services are not impacted by Amendment No. 1 Total increase in construction administration fees from Amendment No. 1 = $27,820.00 $ 29,550,000.00 Malcolm Pirnie, Inc. Confidential 7/27/2010 F: q: 1 DRAFT MINUTES PUBLIC UTILITIES BOARD August 23, 2010 After determining that a quorum of the Public Utilities Board of the City of Denton, Texas is present, the Chair of the Public Utilities Board will thereafter convene into an open meeting on Monday, August 23, 2010 at 9:00 a.m. in the Solid Waste Training Room, Solid Waste Administration Building, 1527 South Mayhill Road, Denton, Texas. Present: Chair Dick Smith, Vice Chair Bill Cheek, Randy Robinson, Bill Grubbs and Phil Gallivan. Ex Officio Members: George Campbell City Manager, Howard Martin, ACM Utilities Absent: John Baines and Barbara Russell, all excused At 9:00 a.m., Chair Smith announced there was a quorum and convened into the open meeting. OPEN MEETING: ITEMS FOR INDIVIDUAL CONSIDERATION: 3) Consider a recommendation of approval of Amendment # 1 to the Professional Services Agreement for Architect or Engineer between the City of Denton and Malcom Pirnie Inc. in the additional amount of $139,100 for Engineering Services for the Design of the Lake Lewisville Water Treatment Plant Rehabilitation and Process Upgrade. Tim Fisher, Assistant Director Water Utilities, presented this item. The revised constriction cost estimate for the project is $ 29,600,000 and includes the necessary revisions to move the ozone contractor from the originally proposed pretreatment location at the head of the plant to the revised intermediate location between the plant sedimentation and plant filter processes. The increased constriction costs are approximately 12% greater than the original constriction cost estimate based upon the pre ozonation process. The proposed Amendment # 1 to the design PSA represents a 535% increase to the original design fee. After the Amendment 41 is approved, the total fee for final design, bid services and basic constriction services will be $ 2,739,100 and represent 9.25% of the revised constriction cost estimate. The proposed agreement includes the scope items recommended by staff in the fee negotiations process and is within the budget level established for this phase of the project. Gallivan asked if the ozonation process was most of the cost. Fisher responded that was about 70% of the cost, the other 30% was in design cost. Board Member Cheek moved to approve item 3 with a second from Board Member Gallivan. The motion was approved by a 5-0 vote. The meeting was adjourned by consensus at 9:55 a.m. AGENDA INFORMATION SHEET AGENDA DATE: September 7, 2010 DEPARTMENT: City Manager's Office CM/DCM/ACM: George C. Campbell, City Manager SUBJECT: Consider adoption of an ordinance of the City of Denton, Texas, approving an amendment to a service agreement dated March 2, 2010 between the City of Denton and the Tejas Storytelling Association; and providing an effective date. BACKGROUND: This amendment allows for an additional expenditure of $350 (Council Member Dalton Gregory) from Council Contingency Funds. Key provisions of the agreement include: ■ Funds shall be used by the Foundation to provide financial assistance for funding of entertainment for the Texas Storytelling Festival. ■ In addition to other reporting requirements, documentation in the form of cancelled checks and/or corresponding receipts specifically detailing expenditure of funds for the purpose provided is required for reimbursement from these designated funds. FISCAL INFORMATION Funding for the contract will come from respective Council contingency fund account. Respectfully submitted: George C. Campbell City Manager Prepared by: Linda Holley Executive Assistant SALegahOur Documents\Ordinances\10\Serv Agmt-Tejas Amendment.doc ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, APPROVING AN AMENDMENT TO A SERVICE AGREEMENT DATED MARCH 2, 2010 BETWEEN THE CITY OF DENTON AND THE TEJAS STORYTELLING ASSOCIATION; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on March 2, 2010, the City Council adopted Ordinance No. 2010-067 which approved a Service Agreement between the City of Denton and the Tejas Storytelling Association to provide for the annual Tejas Storytelling Festival including the 2010 Festival; and WHEREAS, it is in the public interest to authorize the City Manager to approve an amendment ("Amendment") to the Agreement, which Amendment is attached hereto and made a part of, NOW, THEREFORE; THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The recitations in the preamble are true and correct and are incorporated herewith as part of this Ordinance. SECTION 2. The City Manager is hereby authorized to execute an Amendment to the Agreement with Tejas Storytelling Association, which Amendment is attached hereto and incorporated herein by reference. SECTION 3. If any section, subsection,; paragraph, sentence, clause, phrase, or word in this Ordinance, or application thereof to any person or circumstances is held invalid by any court of competent jurisdiction, such holding shall not effect the validity of the remaining portions of this Ordinance, and the City Council of the City of Denton, Texas hereby declares it would have enacted such remaining portions despite any invalidity. SECTION 4. Save and except as amended hereby, all the provisions, sections, subsections, paragraphs, sentences, clauses, and phrases of Ordinance No. 2010-067 shall remain in full force and effect. SECTION 5. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2010. MARK A. BURROUGHS, MAYOR M S:\Legal\Our Documents\Ordinances\10\Serv Agmt-Tejas Amendment.doc ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: I_ u u-t Page 2 of 2 C:Omuments and 5ettings\oizabeth Ellisu"ml SettingATempmwy Internet Files)Content.IE5VDSNTBG9NSeW/m2OAgmt Tejas- Ammb ntIIJ_Dr. STATE OF TEXAS COUNTY OF DENTON § . AMENDMENT TO SERVICE AGREF.1.lfENT BETWEEN THE CITY OF DENTON, TEXAS AND TEXAS STORYTELLING ASSOCIATION THIS AMENDMENT TO THAT CONTRACT );Wade and entered into the 2~d day of Marche, 2010, (`Base Contract") by and between Texas Storytelling Association, P.O. Box 2506, Denton, TX 75202, hereinafter referred to as "Organization", and the City of Denton, Texas, a Texas Municipal Corporation, 215 East McKinney, Denton, Texas 76201, hereinafter referred to as 4icity,7 WITNESSETH SECTION 1. Article 11, section A. under "Obligation of Texas Storytelling Association" of the Base Contract is hereby amended to read as follows: 11. OBLIGATIONS OF TEXAS STORYTELLING ASSOCIATION A. Nine Hundred. Dollars and no/l00 ($900.00) shall be paid to Organization by City to be utilized for the purposes set forth in Article I. SECTION 2. Save and except as amended hereby, all the remaining se+ cam, paragraphs, sentences, clauses, and phrases of the Base Contract shall remain in full force and effect. IN WITNESS WHEREOF, the City of Denton, Texas has caused this Amendment to be executed by its duly authorized City Manager, and Organization has executed on this the day of , 2010. CITY OF DENTON, TEXAS By: GEORGE C. CAMPBELL CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY By: c.Woammemts and settingsie =beth elllsllacal settingsWmpm" intemet filedcontent.ie512 tb ils /*20agmt4)ejw-amendmentill.doc APPROVED AS TO LEGAL FORM: AISITA BURGESS, CITY ATTORNEY By: . D'' - TEJAS STORYTELLING ASSOCIATION By: ELIZA EI.LIS EXECUTIVE DIRECTOR rt___ 13 This page left blank intentionally . AGENDA INFORMATION SHEET AGENDA DATE: September 7, 2010 DEPARTMENT: Fire ACM: Fred Greene SUBJECT Consider adoption of an ordinance repealing and replacing Ordinance No. 2006-113 of the City of Denton, Texas, establishing fees to be charged for emergency ambulance services and standby emergency ambulance services in the city as provided for in Section 27-102 of Article IV of Chapter 27 "Vehicles for Hire" of the Code of Ordinances of the City of Denton, Texas; repealing all ordinances in conflict herewith; providing a severability clause; and providing an effective date. BACKGROUND In April 2006, the Fire Department's Emergency Medical Service (EMS) fee schedule was restructured to reflect the level of service provided (Basic Life Support (BLS) and Advanced Life Support (ALS)) and to comply with changes made to the claims process for Medicare, Medicaid, and private insurances. It has been the Fire Department's practice to perform an annual study of the cost to provide EMS services and to review the adopted fee schedule every two to four years for accuracy. Since the adopted fee schedule in 2006, two major changes have occurred that directly impact the fees charged. 1. New Medical Control Director The Department's Emergency Medical Technicians (EMT's) and Paramedics practice under the direction of a physician contracted by the City. The physician acts as the Medical Control Director for the Department and establishes the protocols for medications, procedures, quality control, and compliance. The Medical Control Director also provides the continuing education required to maintain certifications. James D. Doyle, M.D. was contracted by the Department in October 2008 to be the new Medical Control Director. Under his management, new protocols were established which included changes to the medications and controlled substances used. The proposed fee schedule accounts for the changes implemented by Dr. Doyle. 2. New product supplier At the time of the 2006 fee schedule adoption, the Department purchased medical supplies from the City's Warehouse. In an effort to reduce costs and implement an approval process to control inventory, bids were requested to supply medical products directly to the Department. In July 2009, the bid was awarded to Boundtree. The proposed fee schedule accounts for the changes in medical supply costs with a new vendor. Agenda Information Sheet September 7, 2010 Page 2 The base rates for BLS service, ALS service and mileage will remain unchanged. The proposed fees will update the schedule and more accurately reflect the current medications used and costs for those medications. RECOMMENDATION Approve the adoption of the Ordinance updating the current medications being used and costs for those medications supplied by a new vendor. ESTIMATED SCHEDULE OF PROJECT N/A PRIOR ACTION/REVIEW (Council, Boards, Commissions) Council approved the last adoption of EMS fees in April 2006. The current contract for Medical Control Director was approved by Council in September 2008 and the current contract to provide medical supplies was approved by Council in July 2009. FISCAL INFORMATION The recommended fee schedule has no impact to the estimated expenditures or revenue in the financial forecast for the Fire Department. BID INFORMATION Bid 4 4126 - Medical Control Director Bid 4 4341 - EMS Supplies Respectfully submitted: Ross Chadwick Fire Chief Prepared by: Laura Behrens Administration Manager sAlegal\our documents\ord1nances\10\fire fee ordinance.doc ORDINANCE NO. AN ORDINANCE REPEALING AND REPLACING ORDINANCE NO. 2006-113 OF THE CITY OF DENTON, TEXAS, ESTABLISHING FEES TO BE CHARGED FOR EMERGENCY AMBULANCE SERVICES AND STANDBY EMERGENCY AMBULANCE SERVICES IN THE CITY AS PROVIDED FOR IN SEC. 27-102 OF ARTICLE IV OF CHAPTER 27 "VEHICLES FOR HIRE" OF THE CODE OF ORDINANCES OF THE CITY OF DENTON, TEXAS; REPEALING ALL ORDINANCES IN CONFLICT HEREWITH; PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, THE City of Denton has analyzed and studied its fees for emergency ambulance services; and WHEREAS, the City of Denton desires to operate a cost-effective emergency medical service; and WHEREAS, the City Council of the City determines that it is in the best interest of the City to establish a fee schedule for emergency ambulance and medical service that accurately reflects the cost of providing such service; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION 1. Ordinance No. 2006-113, enacted by the City Council on May 2, 2006, is hereby repealed and replaced by hereby approving and establishing the fees set forth in Attachment A to this ordinance, said attachment being included herein for all purposes. SECTION 2. The City shall charge an Emergency Ambulance Standby fee of$150.00 per hour with a four hour minimum for the use of any City of Denton emergency ambulance for standby at special events such as football games, rodeos, concerts, etc. If any patient is transported, other applicable fees set forth in this ordinance shall be charged to the patient as incurred. SECTION 3. A fee of $150 will be assessed per emergency unit for medical assistance provided to non-emergency ambulance providers operating within the City of Denton or the Department's contracted jurisdiction. SECTION 4. A copy of this ordinance and Attachment A shall be maintained on file in the office of the City Secretary. SECTION 5. All ordinances or parts of ordinances in force when the provisions of this ordinance become effective which are inconsistent or in conflict with the terms of provisions contained in this ordinance are hereby repealed to the extent of any such conflict. SECTION 6. If any section, subsection, paragraph, sentence, clause, phrase or word in this ordinance or application thereof to any person or circumstance is held invalid by any court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this s:Vegallour documents\ordinances\10\flre fee ordinance.doc ordinance, the City Council of the City of Denton, Texas, hereby declares that they would have enacted such remaining portions despite any such invalidity. SECTION 7. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of > 2010. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: Procedure Rate BLS Base Rate $787.00 BLS Mileage $15.00 ALS1 Emergency Base Rate $855.00 ALS2 Emergency Base Rate $900.00 ALS Emergency Mileage $15.00 ALS Supplies - 10 Infusion $262.25 ALS Supplies - Intubation $100.00 ALS Supplies - Surgical Airway $314.75 IV - Administration / Therapy $258.00 EKG Interpretation $260.00 Extra Attend $150.00 Treatment / No Transport BLS $100.00 Treatment / No Transport ALS $200.00 Medical Records Request $40.00 Oxygen Adminstration & Supplies $119.00 Blood Glucose Test $45.64 EKG Pads $36.75 Medication Fee ADENOCARD 6MG/2ML ANSYR SYRINGE $59.04 ALCAINE 15 ML $7.20 AMIDATE 40MG 20ML $34.56 ANECTINE 20 MG $6.05 ASPIRIN CHILDREN'S CHEWABLE 81MG $1.18 ATROPINE 1MG 10ML $3.56 DEXTROSE 25% 10ML LUER JET 10416 $4.02 DEXTROSE 50% 25GM 50ML $7.27 DIPHENHYDRAMINE 50MG $1.81 DOPAMINE 400MG/D5W 250ML $8.86 EPINEPHRINE 1:1000 1ML AMPULE $1.77 EPINEPHRINE 1:1000 30ML $4.54 EPINEPHRINE 1:10000 1MG 10ML $3.61 FUROSEMIDE 40MG 4ML $3.53 GLUCAGON 1MG LILLY KIT RED BOX $182.85 HALOPERIDOL LACTATE 5MG/ML 1ML $2.02 HYDROMORPHONE 2 MG $3.31 INSTA-GLUTOSE 31GM $4.61 IPRATROPIUM BROMIDE 0.5MG/ALBUTEROL 3.OMG $0.75 LIDOCAINE 2% 100MG 5ML LUER JET $3.46 LIDOCAINE 2% 5ML JELLY $6.05 LIDOCAINE IN DEXTROSE 5% 250ML BAG $7.92 LORAZEPAM 2MG $8.50 MAGNESIUM SULFATE 1GM 2ML $0.82 MIDAZOLAM 1 MG/ML $8.35 MORPHINE SULFATE $7.34 NALOXONE 2MG 2ML $20.16 NITRO SPRAY 60 0.4 MG METERED DOSE $2.16 ONDANSETRON 4MG 2ML VIAL $1.58 PROMETHAZINE 25 MG $5.18 ROCURONIUM 1MGg/ML, 10ML VIAL $23.77 SODIUM BICARBONATE 8.4% 50ML $3.92 THIAMINE 100MG/ML 2ML $18.79 VECURONIUM 10 ML $6.19 AGENDA INFORMATION SHEET AGENDA DATE: September 7, 2010 DEPARTMENT: Fire ACM: Fred Greene f SUBJECT Consider adoption of an ordinance of the City of Denton, Texas amending a contract with Intermedix, Inc. for patient care reporting and emergency medical service (EMS) billing for the City of Denton Fire Department by amending provisions relating to the termination of collection efforts and compensation for services provided; authorizing the expenditure of funds therefor; and providing an effective date. BACKGROUND In 2006, bids were requested for services to provide patient care reporting and EMS billing. Intermedix, Inc. was awarded the bid and Council approved their contract on February 21, 2006, in Ordinance 2006-059. The Denton Fire Department successfully implemented the new web-based patient care reporting system and EMS billing process in April 2006. Since the implementation, the Fire Department has experienced a steady increase in revenue every fiscal year for collections of active accounts. Due to an existing contract for delinquent collections at the time of adopting the Intermedix, Inc. contract, they do not process delinquent accounts. Originally, Intermedix, Inc. was given 240 days to pursue payment on new accounts. In an effort to ensure timely claims and to maintain an uninterrupted process in pursuit for payment, that time frame has been reduced to 180 days. This is more consistent with the standard billing and payment cycles of insurance payouts. Intermedix, Inc. has continued to upgrade and add new features to its patient care reporting system as well. Recently it introduced a mobile laptop or "toughbook" unit called Triptix that is designed to automatically "sync" with its web-based system. Triptix allows Emergency Medical Technicians (EMT's) and Paramedics to begin the patient care report at the time of treatment by directly entering in vital patient information. Paper forms currently being used for Health Insurance Portability and Accountability Act (HIPPA), Medicare / Medicaid acknowledgement, and refusals are converted to electronic forms capable of capturing the required signatures of patients and hospital personnel at a receiving medical facility. Patient information can also be faxed to a receiving medical facility while in route. Several units were tested by Denton EMT's and Paramedics with very positive feedback and results. An assessment to determine the number of Triptix units needed to outfit Medics was conducted and a quote was obtained. The current compensation rate for service, which does not include Triptix service, is 11 percent of the total amount collected on each account. The new proposed rate without the Triptix service is 8.25 percent and 9.50 percent with the Triptix service. Agenda Information Sheet September 7, 2010 Page 2 OPTIONS Continue the current contract with a compensation rate of 11 percent and no option to include additional equipment / hardware such as the Triptix toughbook. Approve the addendum with reduced compensation rates for options to include: 1. No Triptix - 8.25 percent 2. Triptix - 9.50 percent RECOMMENDATION Adopt ordinance for addendum to include the Triptix units at a reduced compensation rate for service. ESTIMATED SCHEDULE OF PROJECT N/A PRIOR ACTION/REVIEW (Council, Boards, Commissions) On February 21, 2006, the Council approved the Intermedix, Inc. contract in Ordinance 2006-059. FISCAL INFORMATION The reduced compensation rate will allow actual expenditures to more closely reflect the budgeted amount. BID INFORMATION Bid 4 3403 - Patient Care Reporting and EMS Billing awarded to Intermedix, Inc. Respectfully submitted: Ross Chadwick Fire Chief Prepared by: Laura Behrens Administration Manager s:\legal\our documents\ordlnances\10Vire ems ordinance.doc ORDINANCE: AN ORDINANCE OF THE CITY OF DENTON, TEXAS AMENDING A CONTRACT WITH INTERMEDIX, INC. FOR PATIENT CARE REPORTING AND EMERGENCY MEDICAL SERVICE (EMS) BILLING FOR THE CITY OF DENTON FIRE DEPARTMENT BY AMENDING PROVISIONS RELATING TO THE TERMINATION OF COLLECTION EFFORTS AND COMPENSATION FOR SERVICES PROVIDED; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFORE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, On February 21, 2006 the City entered into a contract with Intermedix, Inc. for patient care reporting and emergency medical services (EMS) billing, and; WHEREAAS, the City Council of the City of Denton has determined that it is in the best interest of the City to amend the said contract by amending provisions relating to the termination of collection efforts and compensation for services provided; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and conclusions set forth in the preamble of this ordinance are incorporated within the body of the ordinance. SECTION 2. Section 3.02 of the said contract, a copy of which is attached hereto as Attachment A and incorporated herein for all purposes, is hereby amended to read as follows: 3.02. Termination of Collection Efforts. If active collection efforts with respect to any account have been unsuccessful for 180 days or more, Intermedix shall have the right to terminate collection efforts with respect to such account and close the account as an unpaid debt. In addition, Intermedix may terminate or suspend collection efforts if Provider has supplied Intermedix with incomplete or inaccurate billing and/or patient information. In either event, Intermedix shall, upon termination or suspension, immediately forward to Provider all records of Intermedix collection efforts, at no charge to Provider, and cease all collection activity. Intermedix shall not be entitled to compensation under this Agreement with respect to accounts on which it has terminated collection efforts. SECTION 3 Section 4.01 of the said contract is hereby amended to read as follows: 4.01 Compensation. With respect to accounts collected during the Term and all accounts billed during the Term and collected after the Term, Indermedix shall be compensated and paid in accordance with the following schedule: a. 8.25% of the total amount collected on each account plus 1.25% as set forth in the Addendum to Service Agreement (Triptix Program) as set for in Attachment B to this agreement which is attached hereto and incorporated herein for all purposes. b. An additional 1.8% if payment is made by a credit card. sAlegal\our documents~ordinances\10\fire ems ordinance.doc SECTION 4. All other provisions of the said contract, not amended herein, shall remain in full force and effect. SECTION 5. The. City Manager is hereby authorized to execute any and all documents pursuant to this ordinance. SECTION 6 This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2010. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: AGENDA INFORMATION SHEET AGENDA DATE: September 7, 2010 DEPARTMENT: Finance All ACM: Jon Fortune SUBJECT Consider approval of a resolution by the City Council of the City of Denton relating to the issuance of bonds by North Texas Higher Education Authority, Inc.; approving the issuance of such bonds and the use of the proceeds of such bonds; recognizing that the City has no financial obligation to pay any principal or interest on the bonds, and making certain findings in connection therewith; and providing an effective date. BACKGROUND The North Texas Higher Education Authority, Inc. (NTHEA) was established as a non-profit corporation for the purpose of furthering educational opportunities of students by providing funds for the acquisition of student loans. The cities of Arlington and Denton exercise the powers enumerated under Section 53B.47 of the Texas Education Code and the cities appoint the directors of the Authority. Under Section 53B.47 the Authority may issue revenue bonds or borrow money to provide funds for the purchase of student loans guaranteed under provisions of the Higher Education Act of 1965, as amended. The City of Denton is not financially obligated in any way. The Authority assumes sole responsibility for the administration of the Authority's student loan program. The Authority issued its first revenue bonds for such purpose in 1979. This agenda item authorizes the Authority to issue up to $680 million in bonds to refund various student loan revenue bonds which are either insured by Ambac Indemnity Corporation or secured by a letter of credit from DEPFA Bank, plc. Because these credit providers have been downgraded, the Authority wises to refund these obligations so that interest costs can be reduced. The financing action is discussed in more detail in the attached memorandum from Kathryn Bryan, Executive Director and Assistant Secretary of the Authority. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Since 1979, Council has approved resolutions to issue NTHEA student loan revenue bonds. The last agenda item on an issuance was in June 2008 for a total of $185 million in a combination of taxable and tax-exempt student loan revenue bonds. On May 4, 2010, the Council approved a resolution for NTHEA to issue and deliver 2010 student loan revenue bonds, in an amount not exceed $220,000,000. Agenda Information Sheet September 7, 2010 Page 2 FISCAL INFORMATION There is no fiscal impact to the City of Denton. EXHIBITS Memorandum from NTHEA Resolution Respectfully submitted: Bryan Langley Director of Finance FROM: North Texas Higher Education Authority, Inc. DATE: August 13, 2010 SUBJECT: Request for Approval of Issuance of Tax-Exempt Student Loan Revenue Bonds As you know, the North Texas Higher Education Authority, Inc. (NTHEA) is required by the Texas Education Code to obtain approval from its sponsoring cities for issuances of debt to finance its student loan secondary market program activities. The Authority last came to you in April, 2010 for approval to issue up to $220 million in student loan bonds, and it closed on an issue of approximately $207 million of student loan revenue bonds on May 25, 2010. The Authority is now seeking City approval to issue up to $680 million in bonds in one or more issues and series of bonds. These bonds will be used to refund various student loan revenue bonds which are either insured by Ambac Indemnity Corporation or secured by a letter of credit from DEPFA Bank, plc. Because these credit providers have been downgraded, the bonds are not held by the public but are being held by the banks which provide liquidity at a penalty interest rate. The Authority anticipates that it will stricture two permanent take-out financings for these bonds, but may need to refund some bonds on an interim basis, as well. The Authority also hopes to issue some bonds to purchase student loan notes held by its participating banks. The Authority expects to close these transactions in the fall of 2010. The attached summary will provide you with details of the Authority's historical financing activities. Also, you may be interested to know that to date; NTHEA has acquired loans aggregating approximately $3.2 billion, of which approximately $1.6 billion is currently outstanding. As always, the City's support is gratefully acknowledged. NTHEA is proud to be in the sponsorship of a council who believes strongly in its stated purpose of providing students access to financial assistance for higher education. Should you have any questions or require further information, please contact: Kathryn Bryan, Executive Director and Assistant Secretary North Texas Higher Education Authority, Inc. 1250 East Copeland Road, Suite 200 Arlington, TX 76011-4921 (817) 265-915 Enclosure City of Arlington memo 2 NORTH TEXAS HIGHER EDUCATION AUTHORITY, INC FINANCING ACTIVITIES December 1979-August 2010 Tax--Exempt Financings: Date Type Amount Purpose Current Oustanding credit Provider Balance 1979 Series A S 10,000,000.00 New Loan .PLIi'clzases $0.00 Nome 1980 Series B $6,000,000.00 New .Loan Purchases $0.00 None 1982 Scrics A $11,545,000.00 Refund Series A&B $0.00 AMMBAC 1982 Series B 525,000,000.00 New Loan PLErChaSeS $0.00 AMBAC 1953 Series A&B $50,000,000.00 New Loan PLIMIUISe5 $0.00 AMBAC 1985 Series A S23,100,000.00 Refund 1932B $0.00 AMBAC 1967 Series 1987 $93,000,000.00 Refinance Loans .field Under .Line $0.00 Batik of America of Credit 1990 Series 1990 $50,000,000.00 Refinance Loans Held Under Line $0.00 Lloyds Bank of Credit 1991 Series 1991 A-F $153,500,000.00 Refinance West Texas Debt/New $50,000,000.00 AMBAC/ Lloyds Bank Loan Purchase 1991 Series 1991G $90,000,000.00 Refinance West Texas Debt 50.00 Mitsubishi 1993 Series 1993A-D $140,000,000.00 Refinance 1991G Bonds/New $30,500,000.00 DEPFA Loan Purchases 1996 Series 1996A-D 543,000,000.00 Refinance Portion of 1991 $35,000,000.00 AMBAC/ Lloyds Bank Bonds/New Loan Purchases 1993 Series 1998 $40,515,000.00 Refinance Portion of 1993 $35,000,000.00 Bank of America Bonds/New Loan Purchases 2000 Series 2000A S67,5S0,000.00 Refinance Portion of 1991 & 1993 $0.00 Bank of America Bonds and Line of Credit 2000 Series 2000B $35,000,000.00 New Loan Purchases $35,000,000.00 Batik of America 2001 Series 2001A $39,545,000.00 Refinance Portion of 1993 Bonds/ 531,840,000.00 Lloyds Bank New Loan Purchases 2003 Series 2003 $73,400,000.00 Refinance Portion of 1993 & 2000 $1,000,000.00 Lloyds Bank Bonds 2004 Series 2004 $42,000,000.00 Refinance Portion of 1990 & 2001 $42,000,000.00 Lloyds Bank Bonds 2005 Series 2005A $103,600,000.00 Purchase Loans from 1990, 1993 $0.00 AMBAC/DEPFA and BOA LOC/New Loans 2005 Series 20050 598,800,000.00 Refinance 1937, 2000A and $98,800,000.00 Bank of America Portion of 1998/ New Loan Purchases 2006 Series 2006A $51,345,000.00 New Loan Purchases $51,345,000.00 AMBAC/Lloyds Bank 2007 Series 2007A $54,750,000.00 New Loan Purchases $54,780,000.00 Bank of America 2008 Series 2005A-B $196,1.00,000.00 Refinance 2003A1, 200313, 2005A $123,700,000.00 DEPFA and Portion of 2005B 2010 Series 2010-1AB Refinance the BOA LOC / Frost 000.00 Re $207,200 $207,200,000.00 .FRN Motes , Line of Credit / New Loans Total Tax Exempt Financings 51., 710,610,000.00 5796,165,000.00 NORTH TEXAS HIGHER EDUCATION AUTHORITY, INC FINANCING ACTIVITIES December 1979-August 2010 Taxable Financings. Current Date Type Amount Purpose Outstanding; Credit Provider Balance 1986 Lime oi-Credit $90,000,000.00 New Loan Purchases and to Re5ounce .Loans Held Under Series 1983A and 1983B 1989 Line oCCredit $100,000,000.00 New Loan Purchases 1990 Line oFCrcdit $50,000,000.00 Interim Financing of Loans for 1990 Bonds 1995 Four-year Advance $25,000,000.00 New Loan Purchases 1996 Line or Credit $50,000,000.00 New Loan PL11-cha5es 2000 Line of Credit $100,000,000.00 New Loan PUreha5e5 2002 Series 2002 $155,000,000.00 New Loan Purchases and to Refinance SLMA Line of Credit 2003 Series 2003 $30,000,000.00 New Loan Purchases 2003-2 Series 2003-2 5150,000,000.00 New Loan Purchases 2005 Series 2005.B $71,400,000.00 New Loan Purchases 2005 Series 2005D S1 01,200,000.00 New Loan Purchases 2006 Series 2006BC $148,655,000.00 New Loan Purchases 2006 Series 2006D $200,000,000.00 New Loan Purchases 2007 Series 2007B 595,300,000.00 New Loan Purchases 2007 Line of Credit $85,000,000.00 New Loan Purchase 2008 Series 2008C $12,900,000.00 Refinance Partial 2005B Taxable S 1.464.455.000.00 TOTAL FINANCINGS 53.175 065.000.00 50.00 Fn.ji Bank $0.00 Sallie Mae $0.00 Batik One $0.00 Sallie Mae $0.00 Fuji Bank $0.00 Bank of America $155,000,000.00 DEPFA Indenture $30,000,000.00 DEPFA Indenture $150,000,000.00 DEPFA Indenture $0.00 AMMBAC/DEPFA $85,700,000.00 Bank of America Indenture $52,955,000.00 AMBAC/Lloyds Bank 5141,400,000.00 AMBAC/Lloyds Bank $80,300,000.00 Bank oFAmerica Indenture $0.00 Frost Bank $0.00 DEPFA Indenture 5725 355,000 00 $1.521 520 00 .00 salegallour documentslresolutionsllftthea cent ofsec.doex RESOLUTION NO. A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF DENTON RELATING TO THE ISSUANCE OF BONDS BY NORTH TEXAS HIGHER EDUCATION AUTHORITY, INC.; APPROVING THE ISSUANCE OF SUCH BONDS AND THE USE OF THE PROCEEDS OF SUCH BONDS; RECOGNIZING THAT THE CITY HAS NO FINANCIAL OBLIGATION TO PAY ANY PRINCIPAL OR INTEREST ON THE BONDS, AND MAKING CERTAIN FINDINGS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, North Texas Higher Education Authority, Inc. (the "Authority") was established as a non-profit corporation pursuant to the Texas Non-Profit Corporation Act, for the purpose of furthering educational opportunities of students by providing funds to purchase or to make guaranteed student loans; and WHEREAS, the City of Denton and the City of Arlington have requested the Authority to exercise the powers provided for in Section 53B.47 of the Texas Education Code, as amended; and WHEREAS, pursuant to such request, the Authority has issued student loan revenue bonds or otherwise borrowed money to obtain funds to purchase or make student loans which are guaranteed under the provisions of the Higher Education Act of 1965, as amended; and WHEREAS, pursuant to such request, the Authority has issued student loan revenue bonds or otherwise borrowed money to obtain funds to purchase or make student loans which are guaranteed under the provisions of the Higher Education Act of 1965, as amended; and WHEREAS, the Authority has advised the City that it plans to refund student loan revenue bonds which are insured by Ambac Indemnity Corporation or secured by a letter of credit from DEPFA Bank, and that such refunding issues should result in lower interest costs to the Authority; and WHEREAS, the Authority requests that the City now approve the issuance of bonds to refunding outstanding bonds of the Authority and to provide financing to purchase student loans; and WHEREAS, the City wishes to approve the issuance of the Authority's bonds provided that City is not responsible in any way for such bonds; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Council of the City of Denton, Texas, hereby grants its approval to the North Texas Higher Education Authority, Inc. to issue and deliver student loan revenue bonds, in one or more issues and one or more series, in an amount not to exceed $680,000,000 in 2010 and 2011. The bonds are to be issued to refund outstanding bonds of the Authority, including taxable bonds, for the purpose of obtaining lower-cost financing, to provide funds to purchase student loans, to set aside the amount the Authority determines is necessary for payment of interest on the bonds and for operating costs and a debt service reserve, and to set aside the amount the Authority determines is necessary to pay the cost of issuing the bonds, in accordance with the laws of the State of Texas, including Chapter 53B, Texas Education Code. Olegallour documentsVesolutions1101nthea cert of sec.docx SECTION 2. The City of Denton, Texas requests that the Authority exercise the powers enumerated and provided for in Section 53B.47, Texas Education Code, as amended, and that such non-profit corporation shall, in this connection, exercise such powers for and on behalf of the City of Denton, Texas and the State of Texas, as contemplated by Section 53B.47(e), (f) and (g), Texas Education Code, as amended. SECTION 3. The City of Denton, Texas does not agree to assume any responsibility in connection with the administration of the Authority's student loan program. Sole responsibility for the administration of the Authority's student loan program is assumed by the Authority. SECTION 4. Further, it is recognized by the City of Denton, Texas that the instruments which authorize the issuance of bonds, notes, or obligations by the Authority will specifically state that the City of Denton, Texas is not obligated to pay the principal of or interest on the bonds, notes, or obligations proposed to be issued by the Authority. Nothing in this resolution shall be construed as an indication by the City of Denton, Texas that it will pay or provide for the payment of any obligations of said Authority whether theretofore or hereafter incurred; and in this connection, attention is called to the Constitution of the State of Texas, wherein it is provided that a city may incur no indebtedness without having made provisions for its payment, and the City Council of the City of Denton, Texas hereby specifically refuses to set aside any present or future funds, assets or money for the payment of any indebtedness or obligation of the Authority. SECTION 5. It is hereby officially found and determined that the meeting at which this resolution is passed is open to the public, as required by law, and that public notice of the time, place and purpose of said meeting was posted, as required by law. SECTION 6. This Resolution shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2010. MARK BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO FORM: ANITA BURGESS, CITY ATTORNEY BY: Page 2 . sAegallour documentsWesolutionAlftthea cert of sec.doex CERTIFICATE OF SECRETARY THE STATE OF TEXAS § COUNTY OF DENTON § CITY OF DENTON § 1, the undersigned, Secretary of the City of Denton, Texas do hereby certify the following: 1. On the day of , 2010, the City Council of the City of Denton, Texas convened in regular session at its regular meeting place in City Hall, with the duly constituted members of the City Council being as follows: Mark Burroughs Mayor Charlye Heggins Council Member, District 1 Dalton Gregory Council Member, District 2 Jim Engelbrecht Council Member, District 3 Chris Watts Council Member, District 4 Pete Kamp Council Member, At Large Place 5 and Mayor Pro Tern James King Council Member, At Large Place 6 and all Council Members were present at said meeting, except the following: Among other business considered at said meeting, the attached resolution, entitled: A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF DENTON RELATING TO THE ISSUANCE OF BONDS BY NORTH TEXAS HIGHER EDUCATION AUTHORITY, INC.; APPROVING THE ISSUANCE OF SUCH BONDS AND THE USE OF THE PROCEEDS OF SUCH BONDS; AND MAKING CERTAIN FINDINGS IN CONNECTION THEREWITH was introduced and submitted to the Council for approval and passage. After presentation and due consideration of the resolution, and upon a motion by , seconded by , the resolution was duly passed and adopted by the City Council, to be effective immediately, by the following vote: voted "For" voted "Against" abstained all as stated in the official Minutes of the City Council for the meeting held on the aforesaid date. 2. The attached resolution is a true and correct copy of the original resolution on file in the official records of the City of Denton, Texas. The duly qualified and acting members 50305802.1 salegahour documentsVesolutions1101nthea cert of sec.docx of the City Council of the City of Denton, Texas, on the date of the aforesaid Council meeting are those persons above named; and according to the records of my office, each member of the City Council was given advance notice of the time, place and purpose of the meeting, and that said meeting and deliberation of the aforesaid public business was open to the public, and written notice of said meeting, including the subject of the entitled resolution, was posted and given in advance thereof, in compliance with the provisions of Chapter 551, Texas Government Code. IN WITNESS THEREOF, I have hereunto signed my name officially and affixed the seal of said City, this the day of , 2010. Jennifer Waiters, City Secretary City of Denton, Texas (Seal) 50305802.1 AGENDA INFORMATION SHEET AGENDA DATE: September 7, 2010 DEPARTMENT: Planning and Development ACM: Fred Greene SUBJECT Consider adoption of an ordinance of the City of Denton, Texas, approving the extension of the term of a contract between the City of Denton, Texas and VP Imaging DBA DocuNav Solutions (BID NO. 4450) for an electronic document archiving system for the Planning and Development Department; Authorizing the expenditure of funds therefor; providing a repealing clause; providing a severability clause; and providing an effective date. BACKGROUND On February 2, 2010 City Council awarded Bid 4450 to VP Imaging DBA DocuNav Solutions for an electronic document archiving system for the Planning and Development Department. The contract stipulated that all work was to be completed by September 30, 2010. The funding for this project came from the Non-Airport Gas Well Revenue account. The initial scope of work for this project included back scanning of Planning Division files. Through internal meetings with DocuNav, staff set a goal of having all projects from 2002 through 2008 scanned within the timeline set by the contract. At this time the contractors scanning these files are ahead of schedule and the initial goal has been met at a cost less than anticipated. Other completed line items within this project include reconfiguring all of the City's ordinances, the migration of Trak It files to Laserfiche, and setting up processes for both Planning and Building Inspection Divisions. All of these line items have come in under budget (Approximately $50,000 total under budget as of the first week of August). The contractors have continued to scan additional historical Planning documents for years prior to 2002 to increase the amount of information available electronically. To date approximately 4,500 projects and 150,000 paper copies have been scanned and/or completed. As the project is estimated to come in under the bid amount, DocuNav believes that given additional time to complete the project, all historical Planning files and documents can be archived electronically by the end of the year within the original dollar amount of the contract. The funding for this project was allocated from the 2009-2010 fiscal year, and staff is proposing that the project continue into the 2010-11 fiscal year utilizing the remaining funding set in the initial contract. No additional funds will be allocated to complete this project. PRIOR ACTION/REVIEW On February 2, 2010 City Council awarded Bid 4450 to VP Imaging DBA DocuNav Solutions with Ordinance 2010-023. OPTIONS 1. Approve as submitted. 2. Approve with conditions. 3. Deny. RECOMMENDATION Staff recommends APPROVAL of a no-cost extension of the contract with VP Imaging DBA DocuNav Solutions until the end of the 2010-11 fiscal year. EXHIBITS 1. Ordinance Prepared by: Chuck Russell, AICP Interim Planning Manager Respectfully submitted by: Mark Cunningham, AICP, CPM Director, Planning and Development sAlegal\our documents\ordinances\10\docunav extension ordinance.doc ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS APPROVING THE EXTENSION OF THE TERM OF A CONTRACT BETWEEN THE CITY OF DENTON, TEXAS AND VP IMAGING DBA DOCUNAV SOLUTIONS (BID NO. 4450) FOR. AN ELECTRONIC DOCUMENT ARCHIVING SYSTEM FOR THE PLANNING AND DEVELOPMENT DEPARTMENT; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; PROVIDING A REPEALING CLAUSE; PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE. . WHEREAS, on February 3, 2010, the City of Denton entered into a contract with VP Imaging DBA DocuNav Solutions for an electronic document archiving system (the "Contract") for the Planning and Development Department in an amount not to exceed $186,650, a copy of the Contract is attached hereto as Attachment "A", and incorporated herein for all purposes; and WHEREAS, paragraph V. of the Contract reads as follows: Payments hereunder shall be made to Contractor following city's acceptance of the work and within thirty (30) days of receiving Contractor's invoice for the products and services delivered. Total compensation under this contract shall not exceed the sum of $186,650. Contractor recognizes that this Contract shall commence upon the effective date herein and continue in full force and effect until termination in accordance with its provisions. Contractor and City herein recognize that the continuation of any contract after the close of any given fiscal year of the City of Denton, which fiscal year ends on September 30th of each year, shall be subject to Denton City Council approval. In the event that the Denton City Council does not approve the appropriation of funds for this contract, the Contract shall terminate at the end of the fiscal year for which funds were appropriated and the parties shall have no obligations hereunder. WHEREAS, the City Council of the City of Denton wishes to extend the Contract and hereby approves an extension through the end of the fiscal year, ending on September 30, 2011. NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION 1. The extension of the Contract between the City of Denton and VP Imaging DBA DocuNav Solutions (Bid No. 4450) through the fiscal year ending September 30, 2011, is hereby approved. . SECTION 2. The City Manager, or his designee, is hereby authorized to expend funds in accordance with the Contract. s:\legal\our documents\ordinances\10ldo.cunav extension ordinance.doc SECTION 3. A copy of this ordinance and Attachment "A" shall be maintained on file in the office of the City Secretary. SECTION 4. All ordinances or parts of ordinances in force when the provisions of this ordinance become effective which are inconsistent or in conflict with the terms of provisions contained in this ordinance are hereby repealed to the extent of any such conflict. SECTION 5. If any section, subsection, paragraph, sentence, clause, phrase or word in this ordinance or application thereof to any person or circumstance is held invalid by any court of competent jurisdiction, such holding shall not affect the validity of other provisions or applications, and to this end the provisions of this ordinance are severable. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 2010. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: .0,000ore- z", Attachment A CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND BID NO. 4450 THIS CONTRACT is made and entered into this day of ~A.D., 2010 by and 66~ between VP Imaging DBA DocuNav Solutions a corporation, whose address is 5048 Tennyson Parkway, Suite 110, Plano, TX 75024, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: I. SCOPE OF SERVICES Contractor shall provide all labor, supervision, materials and equipment necessary for designing an integrated electronic data management system for the City of Denton Planning and building Inspections Departments. These products and services shall be provided in accordance with the Specifications for Bid 4450 Imaging Project, a copy of which is attached hereto and incorporated herein as Exhibit "A" (or on file in the office of the Purchasing Agent), and the Contractor's Bid in response thereto, a copy of which is attached hereto and incorporated herein for all purposes as Exhibit "B". The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Specifications for Bid 4450 Imaging Project; (Exhibit "A" or on file in the office of the Purchasing Agent). (b) Contractor's Bid. (Exhibit "B"); (c) Insurance Requirements. (Exhibit "C"); (d) Form CIQ - Conflict of Intcrest Questionnaire (Exhibit "D"). These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." Bid 4450 fmeging Project for Planning and Hwiding Inspections H. TIME OF COMPLETION Contractor agrees and covenants that all work hereunder shall be complete within N/A } days following notice to proceed from City. Or HL TERM OF CONTRACT The initial term of this Contract shall be determined by mutual agreement of both parties. IV. WARRANTY Contractor warrants and covenants to City that all goods and services provided by Contractor, Contractor's subcontractors, and agents under the Agreement shall be free of defects and produced. and performed in a skillful and workmanlike manner and shall comply with the specifications for said goods and services as set forth in this Agreement and the Bid Specifications attached hereto and incorporated herein as Exhibit "A"(or on file in the office of the Purchasing Agent). Contractor warrants that the goods and services provided to City under this Agreement shall be free from defects in material and workmanship, for a period of one (1) year commencing on the date that City issues final written acceptance of the project. V. PAYMENT Payments hereunder shall be made to Contractor following city's acceptance of the work and within thirty (30) days of receiving Contractor's invoice for the products and services delivered. Total compensation under this contract shall not exceed the sum of 186,650. Contractor recognizes that this Contract shall continence upon the effective date herein and continue in full force and effect until termination in accordance with its provisions. Contractor and City herein recognize that the continuation of any contract after the close of any given fiscal year of the City of Denton, which fiscal year ends on September 30th of each year, shall be subject to Denton City Council approval. In the event that the Denton City Council does not approve the appropriation of fiends for this contract, the Contract shall terminate at the end of the fiscal year for which funds were appropriated and the parties shall have no further obligations hereunder. VI. PROTECTION AGAINST ACCIDENT TO EMPLOYEES AND THE PUBLIC Contractor shall at all times exercise reasonable precautions for the safety of employees and others on or near the work and shall comply with all applicable provisions of Federal, State, and Municipal safety laws. The safety precautions actually taken and the adequacy thereof shall be the sole responsibility of the Contractor. Contractor shall indemnify City for any and all losses arising out of or related to a breach of this duty by Contractor pursuant to paragraph VIII. INDEMNIFICATION and paragraph IX. COMPLIANCE WITH APPLICABLE LAWS set forth herein. Sid 44541ma*g Project for P[mmag and Building klspeatioos VII. LOSSES FROM NATURAL CAUSES Unless otherwise specified, all loss or damage to Contractor arising out of the nature of the work to be done, or from the action of the elements, or from any unforeseen circumstances in the prosecution of the same, or from unusual obstructions or difficulties which may be encountered in the prosecution of the work, shall be sustained and borne by the Contractor at its own cost and expense. VIII. INDEMNIFICATION Contractor shall release, defend, indemnify and hold the City, its elected officials, officers and employees harmless from and against all claims, damages, injuries (including death), property damages (including loss of use), losses, demands, suits, judgments and costs, including attorney's fees and expenses, in any way arising out of, related to, or resulting from the services provided by Contractor under this Agreement or caused by the negligent act or omission or the intentional act or omission of Contractor, its officers, agents, employees, subcontractors, licensees, invitees or any ether third parties for whom Contractor is legally responsible (hereinafter "Claims"). Contractor is expressly required to defend City against all such Claims. In the event the City is a named party to a suit arising out of the subject matter of this Contract, the City shall have reasonable input into the selection of defense counsel to be retained by Contractor in fulfilling its obligation hereunder to defend and indemnify City. City reserves the right to provide a portion or all of its own defense; however, City is under no obligation to do so. Any such action by City is not to be construed as a waiver of Contractor's obligation to defend City or as a waiver of Contractor's obligation to indemnify City pursuant to this Contract. Contractor shall retain defense counsel within seven (7) business days of City's written notice that City is invoking its right to indemnification under this Contract. If Contractor fails to retain counsel within such time period, City shall have the right to retain defense counsel on its own behalf, and Contractor shall be liable for all costs incurred by City. III. COMPLIANCE WITH APPLICABLE LAWS Contractor shall at all tinges observe and comply with all Federal, State and local laws, ordinances and regulations including all amendments and revisions thereto, which in any manner affect Contractor or the work, and shall indemnify and save harmless City against any claim related to or arising from the violation of any such laws, ordinances and regulations whether by Contractor, its employees, officers, agents, subcontractors, or representatives. If Contractor observes that the work is at variance therewith, Contractor shall promptly notify City in writing. X. VENUE The laws of the State of Texas shall govern the interpretation, validity, performance and enforcement of this Contract. The parties agree that this Contract is performable in Denton County, Texas, and that exclusive venue shall lie in Denton County, Texas. Bid 44M Imaging Project for Plaguing and RAding Inspections XI. ASSIGNMENT AND SUBLETTING Contractor agrees to retain control and to give full attention to the fulfillment of this Contract, that this Contract shall not be assigned or sublet without the prior written consent of City, and that no part or feature of the work will be sublet to anyone objectionable to City. Contractor further agrees that the subletting of any portion or feature of the work, or materials required in the performance of this Contract, shall not relieve Contractor froth its full obligations to City as provided by this Contract. XII. INDEPENDENT CONTRACTOR Contractor covenants and agrees that Contractor is an independent contractor and not an officer, agent, servant or employee of City; that Contractor skull have exclusive control of and exclusive right to control the details of the work performed hereunder and all persons performing same, and shall be responsible for the acts and omissions of its officers, agents, employees, contractors, subcontractors and consultants; that the doctrine of respondeat superior shall not apply as between City and Contractor, its officers, agents, employees, contractors, subcontractors and consultants, and nothing herein shall be construed as creating a partnership or joint enterprise between City and Contractor. X1II. INSURANCE AND CERTIFICATES OF INSURANCE Contractor shall procure and maintain for the duration of the contract insurance coverage as set forth in the Insurance Requirements marked Exhibit "C" attached hereto and incorporated herein by reference. Contractor shall provide a signed insurance certificate verifying that they have obtained the required insurance coverage prior to the effective date of this Contract:. XIV. HINDRANCES AND DELAYS No claims shall be made by Contractor for damages resulting from hindrances or delays from any cause during the progress of any portion of the work embraced in this Contract. XV. AFFIDAVIT OF NO PROHIBITED INTEREST Contractor acknowledges and represents it is aware of all applicable laws, City Charter, and City Code of Conduct regarding prohibited interests and that the existence of a prohibited interest at any time will render the Contract voidable. Contractor has executed the Affidavit of No Prohibited Interest, attached and incorporated herein, as Exhibit "D". XVL SEVERABILITY The provisions of this Contract are severable. If any paragraph, section, subdivision, sentence, clause; or phrase of this Contract is for any reason held to be contrary to the law or contrary to any rule or regulation having the force and effect of the law, such decisions shall not affect the remaining portions of the Contract. However, upon the occurrence of such event, either party may terminate this Bid 4450 Imaging Project for planning and Building Inspections Contract by giving the other party thirty (30) clays written notice. XVII. TERMINATION City may, at its option, with or without cause, and without penalty or prejudice to any other remedy it may be. entitled to at law, or in equity or otherwise under this Contract, terminate further work under this contract, in whole or in part by giving at least thirty (30) days prior written notice thereof to Contractor with the understanding that all services being terminated shall cease upon the date such notice is received. XVIII. ENTIRE AGREEMENT This Contract and its attachments embody the entire agreement between the parties and may only be modified in writing if executed by both parties. XIX. CONTRACT INTERPRETATION Although this Contract is drafted by City, should any part be in dispute, the parties agree that the Contract shall not be construed more favorably for either party. XX. SUCCESSORS AND ASSIGNS This Contract shall be binding upon the parties hereto, their successors, heirs, personal representatives and assigns. XXL HEADINGS The headings of this Contract are for the convenience of reference only and shall not affect in any manner any of the terms and conditions hereof. XXII. RIGHT TO AUDIT The OWNER shall have the right to audit and make copies of the books, records and computations pertaining to this agreement. The CONTRACTOR shall retain such books, records, documents and other evidence pertaining to this agreement during the contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within 10 business days of written request. Further, the CONTRACTOR shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to this agreement, and to allow the OWNER similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the OWNER unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the CONTRACTOR which must be payable within five business days of receipt of an invoice. Bid 4450 Imaging Project for planning and Building Inspections Failure to comply with the provisions of this section shall be a material breach of this contract and shall constitute, in the OWNER'S sole discretion, grounds for termination thereof. Each of the terms "books", "records", "documents" and "other evidence'", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. Bid "50 Imaging Projoct for PlanrunS and Building kxpecdm3 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR BY: OWNER (SIGNA'TfM) Date: Name: Title: Ff.- 2 v UAJ 14 { MA LING ADIDRE S PHONE NUMBER FAX NUMBER &ae ;PkINTED NAME CITY OF DENTON, TEXAS BY: CITY MANAGER DA'Z'E: DEPARTNIENTAL APPROVAL APPROVED AS TO LEGAL FORM ANITA BURGESS, CITY ATTORNEY BY: DATE: Bid 4450 h-ging Prcjcct for Planning and Building Inspeetions This page left blank intentionally . AGENDA INFORMATION SHEET AGENDA DATE: September 7, 2010 DEPARTMENT: Airport ACM: Howard Martin, 349-8232 SUBJECT Consider adoption of an ordinance authorizing the City Manager to approve a first amendment to an Airport Lease Agreement approved by Resolution R87-054 dated September 15, 1987, between the City of Denton, Texas and First Financial Resources, Inc. at Denton Municipal Airport; and providing an effective date. The Airport Advisory Board approved (6-0). BACKGROUND First Financial Resources, Inc. owns a 6,000 square foot hangar constructed on an Airport ground lease first approved in September 1987. Hangar enlargement and renovations 'kvere constructed by First Financial Services early in 2010. The lease has a primaiv term of txventy-three (23) years Nvith three (3) consecutive options to renew for a five (5) year period each. The primary- term of tNventy-three (23) years expires on September 15, 2010. Section VII, B, 2 and 3 of the lease state the folloNving: 2. Assumption. All buildings and improvements of whatever nature remaining upon the leased premises at the end of the primary term, or any extension thereof, of this lease shall automatically become the property of Lessor absolutely in fee without cost to Lessor. 3. Building Life. It is agreed that the life of the building to be constructed by Lessee on the property herein leased is twenty-three (23) years. Section III, Term, contains the folloNving requirement related to each 5-year renewal: The rental and terms to be negotiated shall be reasonable and consistent with the then value, rentals and terms of similar property on the Airport. " This is the first enforcement of the assumption clause at Denton Airport. Over the next ten (10) years there are three ground leases which will reach the end of the primaiy lease term and which have a similar reversion clause. These are as follows: First Financial 9/15/2010 Harold Culp 1/14/2014 Dr. J. R. Almand 4/30/2015 The Airport Advisor- Board and City- Staff are currently revieNving the terms for assumption of propery improvements under similar provisions in almost all of the current Airport propery leases. In order to hold the option open to provide First Financial Services, Inc. the same terms and conditions for assumption as other tenants on the Airport, Airport Staff has negotiated a six (6) month extension of the primary term for the current lease. Attached as an exhibit is a letter from First Financial Services, Inc. requesting an opportunity- to renew their current lease for a new thirty- (30) year term without enforcement of the assumption clause. Fiscal Impact The ground lease rate for the First Financial Resources, Inc. lease has escalated through Consumer Price Index adjustments since the inception of the lease to a current rate of $0.1148 per square foot annually ($2,745). The current market rate for similar property on the Airport is $0.19312 per square foot annually, which is equivalent to $4,618 annually for the First Financial Resources, Inc. lot. The proposed six (6) month extension of the primaiv term of the existing lease at the current rate will forego $937 of lease revenue to the Airport. Although an appraisal of the improved hangar on this lot has not been performed, the estimated market value of the hangar is at least $125,000. The current market rental rate for similar hangar space is estimated to be between $500 and $750 per month, including the land rental. RECOMMENDATION Airport Staff recommends approval of the extension for six (6) months of the primary- term for the First Financial Services, Inc. lease. PRIOR ACTION / REVIEW August 11, 2010 - The Airport Advisoiv Board approved (6-0). EXHIBITS 1. Lease Agreement 2. Ordinance to approve the First Financial Services, Inc. lease extension for six (6) months; 3. Letter from First Financial Services, Inc requesting a thirty (30) year lease renewal. 4. Excerpt from Airport Advisor- Board DRAFT minutes of August 11, 2010. Respectfully submitted: r Quentin Hix Airport Manager EXHIBIT 1 FIRST AMENDMENT TO COMMERCIAL OPERATOR LEASE AGREEMENT BETWEEN CITY OF DENTON AND FIRST FINANCIAL RESOURCES, INC. THE STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS COUNTY OF DENTON § This First Amendment to that certain Commercial Operator Lease which was first made and executed on September 15, 1987 at Denton, Texas, by and between the City of Denton, Texas, a municipal corporation, hereinafter referred to as "Lessor," and First Financial Resources, Inc., hereinafter referred to as "Lessee". WITNESSETH: WHEREAS, the Lessor and the Lessee have requested an amendment of the Lease term and the City Manager and the Airport Advisory Board support the amendment of the Lease; NOW, THEREFORE, in consideration of the promises and the mutual covenants contained in this Agreement, the parties agree as follows: SECTION III. - TERM OF THE LEASE IS HEREBY AMENDED TO READ AS FOLLOWS: The term of this Agreement shall be for a period of twenty-three (23) years, commencing on the 15th day of September, 1987 and continuing through the 15th day of September, 2010, except as amended hereby to extend for one hundred eighty (180) days through the 14t day of March, 2011, unless earlier terminated under the provisions of the Agreement. Lessee shall have the first right of refusal to renegotiate this lease for three (3) additional five year periods at rentals and terms mutually agreed upon by the Lessor and Lessee without regard for or considering the then cost of living index. Lessee's election to renegotiate this lease shall be in writing addressed to the City Manager at least one hundred eighty (180) days before the expiration of the primary term of twenty-three (23) years as amended hereby to extend for one hundred eighty (180) days and at least 180 days before the expiration of each additional renegotiated period. The rental and terms to be negotiated shall be reasonable and consistent with the then value, rentals and terms of similar property on the Airport. Lessee's first right of refusal to renegotiate this lease shall expire upon the end of the last day of the primary term of twenty-three (23 ) years as amended hereby to extend for one hundred eighty (180) days and the last day of each additional renegotiation period. SECTION IV. - PAYMENTS, RENTALS AND FEES IS HEREBY AMENDED TO READ AS FOLLOWS: Land rental shall be the sum of Two Hundred Twenty Eight Dollars and Eighty One Cents ($228.81) per month effective September 16, 2010 through March 14, 2011, payable in six (6) equal monthly installments in the sum of Two Hundred Twenty Eight Dollars and Eighty One Cents ($228.81) in advance, on or before the first day of each and every month during the term of this agreement. Notwithstanding the foregoing, the lease rental is reduced by the product of $0.11481 per square foot times the number of square feet compromising all easements established in accordance with Article II (c). SECTION Xl. - INSURANCE OF THE LEASE IS HEREBY AMENDED TO READ AS FOLLOWS: C. Indemnity. Lessee must indemnify, hold harmless and defend the Lessor, its officers, agents and employees, from and against liability for any and all claims, liens, suits, demands and/or actions for damages, injuries to persons (including death), property damage, (including loss of use), and expenses, including court costs, attorneys' fees and other reasonable costs, occasioned by or incidental to the Lessee's occupancy or use of the Leased Premises or the Airport and/or activities conducted in connection with or incidental to this Lease Agreement, including all such causes of action based on common, constitutional or statutory law, or based in whole or in part upon the negligent or intentional acts or omissions of Lessee, its officers, agents employees, invitees or other persons. Lessee must at all times exercise reasonable precautions on behalf of, and be solely responsible for, the safety of its officers, employees, agents, customers, visitors, invitees, licensees and other persons, as well as their property, while in, on, or involved in any way with the use of the Leased Premises. The Lessor is not liable or responsible for the negligence or intentional acts or omissions of the Lessee, its officers, agents, employees, agents, customers, visitors and other persons. The Lessor shall assume no responsibility or liability for harm, injury, or any damaging events which are directly or indirectly attributable to premise defects, whether real or alleged, which may now exist or which may hereafter arise upon the Leased Premises, responsibility for all such defects being expressly assumed by the Lessee. The Lessee agrees that this indemnity 2 provision applies to all claims, snits, demands, and actions arising from all premise defects or conditions. THE LESSOR AND THE LESSEE EXPRESSLY INTEND THIS INDEMNITY PROVISION TO REQUIRE LESSEE_ TO INDEMNIFY AND PROTECT THE LESSOR FROM THE CONSEQUENCES OF THE LESSOR'S - _OWN NEGLIGENCE WHILE LESSOR IS PARTICIPATING IN THIS LEASE AGREEMENT WHERE THAT NEGLIGENCE IS A CONCURRING CAUSE OF THE INJURY, DEATH, OR DAMAGE. NOTWITHSTANDING THE TERMS OF THE PRECEDING SENTENCES THIS INDEMNITY PROVISION DOES NOT APPLY TO ANY CLAIM LOSS DAMAGE CAUSE OF ACTION SUIT AND LIABILITY WHERE THE INJURY, DEATH, OR DAMAGE RESULTS FROM THE SOLE NEGLIGENCE OF THE LESSOR OR ANY OF ITS EMPLOYEES CONTRACTORS _OR AGENTS, UNMIXED WITH THE FAULT OF ANY OTHER PERSON OR ENTITY. ALL OTHER PROVISIONS OF THE LEASE AGREEMENT REMAIN IN FULL FORCE AND EFFECT. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year above first written. BY LESSOR: GEORGE C. CAMPBELL CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: FIRST FINANCIAL SERVICES, INC. LESSEE: BY: STATE OF TEXAS COUNTY OF DENTON This instrument 20J, by Byron Hart. [SEAL] STATE OF TEXAS COUNTY OF DENTON Byron Dart vas acknowledged before me on the day of jjrL Y JERALD A. HAYS Marv Public, t Public, State f T as State of T Commission Expires ~ j, OF ~ comrn. ~cp. lal3- 13 (or Notary Stamp) This instrument was acknowledged before me on the day of 20 , by George Campbell, City Manager on behalf the City of Denton, Texas, a municipal corporation. - [SEAL] Notary Public, State of Texas My Commission Expires (or Notary Stamp) 4 s:llegallour docutnentslordinances\l ftirport first financial lease amendment.doe EXHIBIT 2 ORDINANCE NO. AN ORDINANCE AUTHORIZING THE CITY MANAGER TO APPROVE A FIRST AMENDMENT TO AN AIRPORT LEASE DATED SEPTEMBER 15, 1987 BETWEEN THE CITY OF DENTON, TEXAS AND FIRST FINANCIAL RESOURCES, INC. AT THE DENTON MUNCIPAL AIRPORT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, certain real property upon the Denton Municipal Airport was leased to First Financial Services, Inc. in an Airport Lease Agreement; and WHEREAS, the City of Denton and Lessee desire to amend the lease agreement; and WHEREAS, the Airport Board recommends approval of the Amendment; and WHEREAS, the City Council deems it in the public interest to approve this Assignment of the Lease; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager or his designee is hereby authorized to execute a First Amendment to an Airport Lease Agreement between the City of Denton and First Financial Services, Inc. at the Denton Municipal Airport which is attached to and made a part of this ordinance for all purposes and to exercise all rights and duties of the City of Denton under the Airport Lease Agreement. SECTION 2. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 12010. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY e BY: EXHIBIT 3 First Financial ZoEpongg Inc. August 2, 2010 Quentin Hix, Airport Manager Denton Airport Authority Re: First Financial Resources Inc. Lease - 9/1/10 Aeronca, Denton Airport Dear Mr. Hix: This is in regard to the recent communications initiated about the renewal of First Financial Resources' ("FFR") September 1987 Lease for the first of three 5 year extensions following the expiration of the primary term. FFR (and its wholly owned subsidiary which primarily utilizes the aircraft based at the Denton airport) has enjoyed a long-term relationship with the airport for 25 years since we moved here only two years before the Lease was made. FFR and its subsidiary, Hulcher Services Inc., relocated to Denton, Texas because of the central location of the airport and the favorable climate for a good portion of the year. The subsidiary corporation moved its senior management personnel to Denton so they, as well as Hulcher relief crews moving about the entire U.S., could achieve rapid response to almost every location by aircraft based in Denton. When our Company contacted you early in 2010 regarding an addition to our structure at a significant cost there was no offer to extend the Lease or enter into a successor "current form" lease for a 25 or 30 year period, although we have since learned that there have been numerous examples of such opportunities provided to others during the past 15 years or more while FFR has been a tenant. We can appreciate the study currently underway but we are beginning to perceive that FFR is being treated differently than several other tenants who have added on to their buildings and/or added leased space during the same span. From what we know at this point, in every case (or virtually every case) the city has written new leases or extended older leases for terms of 25 to 30 years. We expect to be treated the same as other tenants. 611 Kimberly Drive • P.O. Box 271 • Denton, Texas 76202-0271 • (940) 382-4599 • Fax (940) 383-2499 Quentin Hix August 2, 2010 Page 2 Furthermore, as well as having purchased an existing building on which FFR has spent significant sums maintaining and improving through the years, a very substantial amount was put into the aforementioned expansion barely six months ago. FFR pays annual real estate taxes of nearly $3,000 (and that was the tax due January 1, 2010 prior to the recent expansion/enlargement) and we assume that just as the land owned by the City/Airport is not included in the property owned by FFR subject to taxes, if the buildings were owned by the Denton City Airport those tax revenues would be lost (more than half to the local public school district). As a long standing tenant, which never failed to pay the rent or properly maintain its aircraft and its building, with a superior record of safe operations in and out of the airport (and being a fairly major employer in the City) we ask only for the same treatment which has been accorded to other tenants over the many past years. We would ask to be presented the "standard" lease referred to in the past several Board Meetings; we do not ask for terms more favorable nor expect terms less favorable than others have received. We do not believe it is prudent to enter into a one year extension changing some terms and leaving others as is; we would prefer, if this cannot be fully resolved by September 15, to simply extend the existing lease for 30 or 60 days so the matter does not languish. Sincerely, CX. >*-'Y/ct~ Byron L. Hart President BLH/ch EXHIBIT 4 MINUTES AIRPORT ADVISORY BOARD AUGUST 11, 2010 After determining that a quorum was present, the Airport Advisory Board of the City of Denton, Texas convened in a Regular Meeting on August 11, 2010 at 5:30 p.m. in the Airport Terminal Building, Meeting Room at 5000 Airport Road, Denton, Texas, at which the following items were considered: BOARD MEMBERS PRESENT: Chairman, Mr. Brown, Vice Chairman Mr. Brewer, Dr. Smith, Mr. Pugh, Mr. Fykes and Mr. Schofield. BOARD MEMBERS ABSENT: Mr. Clark excused absent. STAFF MEMBERS PRESENT: Quentin Hix, Airport Manager, Julie Mullins, Administrative Assistant, Andrea Sumner, Operations Coordinator, Brad Lahart, Fire Department. PUBLIC PRESENT: Mark Taylor, US Aviation Group, Jeff Soules, US Aviation Group, Rick Woolfolk, Damon Ward, Business Air Center. ITEMS FOR INDIVIDUAL CONSIDERATION V. Receive a report, hold a discussion and make a recommendation to City Council on an Ordinance authorizing the City Manager to approve a First Amendment to an Airport Lease dated September 15, 1987 between the City of Denton, Texas and First Financial Resources, Inc. at the Denton Municipal Airport; and providing an effective date. Mr. Hix commented, First Financial Inc. will have reached its primary term on their lease September 16, 2010 this is not enough time to discuss the terms and conditions. Mr. Hix would like the Board to give Staff direction and make recommendation to City Council to extend the lease six (6) months. Airport Staff recommends approval of the extension of the lease. Mr. Schofield ask when did Mr. Hart come in contact with your office. Mr. Hart is fine with the six (6) months extension. Mr. Hix said the Indemnity clause needs to be in the new extension. Mr. Schofield made a motion to make a recommendation to take to council for approval. Dr. Smith seconded motion. Motion carried 6-0 AGENDA INFORMATION SHEET AGENDA DATE: September 7, 2010 DEPARTMENT: Legal Department CA: Anita Burgess, City Attorney SUBJECT: Consider adoption of an ordinance of the City of Denton, Texas approving and authorizing the Final Compromise, Settlement and Release of All Claims by and between the City of Denton, Texas, DBT Porcupine, L1, a Delaware Business Trust and BDC Family Limited Partnership, a Texas Limited Partnership; authorizing the City Manager and City Attorney to act on the City's behalf in executing any and all conveyances and other supporting documents pertaining thereto; and to take such other and further actions as are necessary to effectuate and finalize the settlement; authorizing the City Manager to execute a Quit Claim Deed regarding the tract in issue; authorizing the City Manager to receive an easement on behalf of the City of Denton, Texas; authorizing the expenditure of funds therefor; and declaring an effective date. BACKGROUND: This item was presented to the Council in its Closed Meeting earlier on this date. A thorough presentation was made to the Council regarding this settlement of claims. RECOMMENDATION: Staff recommends approval of this ordinance and consummation the settlement of claims. Respectfully submitted, Michael S. Copeland, Utility Attorney This page left blank intentionally . AGENDA INFORMATION SHEET AGENDA DATE: September 7, 2010 DEPARTMENT: Finance alli- ACM: Jon Fortune SUBJECT Hold a public hearing and receive citizen input on the FY 2010-11 Proposed Budget. BACKGROUND City Charter and State Law require that prior to budget adoption, a public hearing be conducted to allow citizens the opportunity to provide input on the Proposed Budget. The required notice of the public hearing was published August 27, 2010, in the Denton Record Chronicle. The notice is also posted on the City's Web site, ~/www.cityofdenton.com and on the public access channel. A copy of the published notice is attached as Exhibit 1. PRIOR ACTION/REVIEW (Council, Boards, Commissions) The 2010-11 Proposed Budget was submitted to the City Council on July 30, 2010. A City Council Budget Workshop was held on August 5, 2010. Copies of the Proposed Budget are available to the public at any City of Denton library branch, and an electronic copy of the document is available on-line through the City's Web site, http://www.cityofdenton.com. FISCAL INFORMATION The 2010-11 Proposed Budget totals $598,475,865 in estimated resources and $594,428,699 in estimated expenditures. EXHIBITS Exhibit 1: Notice of Public Hearing on Budget Respectfully submitted: 4 5s~ Bryan Langley Director of Finance NOTICE OF PUBLIC HEARING ON BUDGET The City Council for the City of Denton, Texas, will hold a public hearing on the Fiscal Year 2010-11 Annual Program of Services (Budget), on Tuesday, September 7, 2010 at 6:30 p.m. in the City Council Chambers at City Hall, located at 215 East McKinney Street in Denton, Texas, 76201. The meeting will be held for the purpose of receiving community input on the Budget. THIS BUDGET WILL RAISE MORE TOTAL PROPERTY TAXES THAN LAST YEAR'S BUDGET BY $795,459 or 1.89%, AND OF THAT AMOUNT $934,827 IS TAX REVENUE TO BE RAISED FROM NEW PROPERTY ADDED TO THE TAX ROLL THIS YEAR. All interested citizens are encouraged to attend and express their views. AGENDA INFORMATION SHEET AGENDA DATE: September 7, 2010 DEPARTMENT: Legal Department ACM: Fred Greene SUBJECT Consider adoption of an ordinance of the City Council of the City of Denton, Denton County, Texas, amending Chapter 14 of the Code of Ordinances by adding Article IV Section 14-91, Illegal Smoking Products, to prohibit the use, purchase, possession and sale of salviadivinorum or salvinorum or any synthetic cannabinoid known or sold under such names as "Spice," "Genie," "DaScents," "Zohai," "K-2," and "KO Knockout 2" and any analogue or variant thereof by whatsoever name it may be called for public health purposes; providing a repealing clause; providing a savings clause; providing a severability clause; providing for penalty of fine not exceed Five Hundred Dollars ($500.00); and providing for an effective date. BACKGROUND Recently the cities of Allen, McKinney, Dallas and Mansfield passed ordinances restricting the use and sale of K2. Several other cities in the area are in the process of regulating the substance because it is a threat to public health and safety. K2 is widely available in Denton and our public safety personnel have responded to emergencies involving its use. OPTIONS Approve or deny the ordinance PRIOR ACTION/REVIEW None Respectfully submitted, 4-~ Fred Greene, Assistant City Manager s:\iegal\our documents\ordinances\10\k-2 ordinance no.doc ORDINANCE NO. AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, DENTON COUNTY, TEXAS, AMENDING CHAPTER 14 OF THE CODE OF ORDINANCES BY ADDING ARTICLE IV SECTION 14-91, ILLEGAL SMOKING PRODUCTS, TO PROHIBIT THE USE, PURCHASE, POSSESSION, AND SALE OF SALVIADIVINORUM OR SALVINORUM OR ANY SYNTHETIC CANNABINOID KNOWN OR SOLD UNDER SUCH NAMES AS " SPICE," "GENIE," "DASCENTS," "ZOHAI," "K-2," AND "KO KNOCKOUT 2" AND ANY ANALOGUE OR VARIANT THEREOF BY WHATSOEVER NAME IT MAY BE CALLED FOR PUBLIC HEALTH PURPOSES; PROVIDING A REPEALING CLAUSE; PROVIDING A SAVINGS CLAUSE; PROVIDING A SEVERABILITY CLAUSE; PROVIDING FOR PENALTY OF FINE NOT TO EXCEED FIVE HUNDRED DOLLARS ($500.00); AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Denton, Texas, has determined that certain businesses within the City may be selling certain substances that when ingested produce intoxicating effects similar to THC or marijuana; and WHEREAS, the substances identified above are considered to be generally described as synthetic cannabinoids or salva divinorum distributed, sold and marketed under such names as "K-2," "K-2 SUMMET," "K-2 SEX," "GENIE," "DASCENTS," "ZOHAI," "SAGE," "SPICE," "KO KNOCK-OUT 2," "SPICE GOLD," "SPICE DIAMOND," " YUCATAN FIRE," "SOLAR FLARE," "PEP SPICE," "FIRE N' ICE," AND " SALVIA DIVINORUM" and the same synthetic cannabinoid and any analogue or variant thereof by whatsoever name it may be called or any substance similar in nature and sold with the intent to induce intoxication in the body; and WHEREAS, the substances described above are not yet categorized as illegal controlled substances under state or federal law; and WHEREAS, the substances described above may be marketed as incense but are commonly being used as an alternative to marijuana which is identified and documented controlled substance, the sale and use of which is prohibited under the laws of the State of Texas and the United States; and WHEREAS, the synthetic cannabinoids substances identified above may be presented under a variety of street names but share common ingredients including JWH-018 and JWH-073; and WHEREAS, salvia divinorum contains the ingredient known as Salvinorin A; and WHEREAS, these unregulated synthetic cannabinoids and salvia divinorum produce a very potent intoxicating effect which is estimated by the medical community to produce effects ranging from three to one hundred times greater and more potent than THC, the active ingredient in marijuana; and sAlegallour documents\ord1nancesl10lk-2 ordinance no.doc WHEREAS, the substance identified manifest all of the demonstrated attributes of substances that deprive individuals of judgment, coordination and the ability to conduct themselves in a safe and appropriate manner in modern society; and WHEREAS, the available medical and law enforcement information on these products indicates that individuals under the effects of these substances may be a clear and present danger to themselves and others; further the long term effects of these substances are not known; and WHEREAS, it is anticipated that the Texas Legislature will consider appropriate regulation of these type of commodities in its upcoming legislative session but that it is essential for the municipality to impose some type of reasonable restriction on these products until a state wide regulatory system may be properly implemented; and WHEREAS, it has been determined that the effects of these substances are a health concern to the citizens of the City of Denton; and WHEREAS, the City Council of the City of Denton, Texas, has determined that it is in the best interest of the public health, safety and welfare to immediately address the health concerns to the citizens of the City of Denton by adopting a local ordinance prohibiting the substances identified above; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. Chapter 14 of the Code of Ordinances of the City of Denton, Texas is hereby amended by adding Article IV, Section 14-91. Illegal Smoking Products to read as follows: ARTICLE IV. ILLEGAL SMOKING PRODUCTS See 14-91. Purpose. The purpose of this article is to prohibit the use, possession, sale, ingestion or smoking of illegal smoking products and ingestion devices hereinafter defined within the city limits of the City of Denton. See 14-92. Definitions. "Persons" shall mean an individual, corporation, partnership, wholesaler, retailer or any licensed or unlicensed business. "Illegal Smoking Product" shall mean any substance, whether described as tobacco, herbs, incense, spice or any blend thereof, regardless of whether the substance is marketed for the purpose of being smoked, which includes any one or more of the following chemicals: (a) Salviadivinorum or salvinorum A; all parts of the plant presently classified botanically as salvia divinorum, whether growing or not, the seeds thereof, any extract from any part of such plant, and every compound, manufacture, salts derivative, mixture or preparation of such plant, its seeds or extracts, or any such synthetic cannabinoid known or sold under such names as "Spice", "Spice Diamond", "Spice Gold", "Pep Spice", "Yucatan Fire", s:\IegaNour documents\ord1nances\101k-2 ordinance no.doc "Solar Flare", "Fire N' Ice", "Genie", "Dascents", "Zohai", "Sage", "Salvia Divinorum", "K-2 Summet" and "KO Knock-Out 2" and the same synthetic cannabinoid and any analogue or variant thereof by whatsoever name it may be called or any substance similar in nature and sold with the intent to induce intoxication in the body. (b) 2-[(1R, 3S)-3-hydroxycyclohexyll 1-5-(2-methylocatan-2-yl) phenol ( also known as CP47, 497) and homologues (c) (6aS, 10aS)-9-(hydroxmethyl)-6, 6-dimethyl-3-(2-methloctan-2-yl)-6a, 7, 10, l0a- tetrahydrobenzo [c] chormen-l-o1) (also known as HU-211 or Dexanabinol); (d) 1-Pentyl-3-(1-naphthoyl) indole (also known as JW71-018); (e) Butyl-3-(1-naphthoy1) indole (also known as JWH-073); or. "Ingestion Device" shall mean equipment, a product or material that is used or intended for use in ingesting, inhaling, or otherwise introducing an illegal smoking product into the human body, including: a. (a) a metal, wooden, acrylic, glass, stone, plastic, or ceramic pipe with or without a screen, permanent screen, hashish head, or punctured metal bowl; b. (b)a water pipe; c. a carburetion tube or device; d. a smoking or carburetion mask; e. a chamber pipe; f. a carburetor pipe; g. an electric pipe; h. an air-driven pope; i. a chillum; j. a bong; or k. an ice pipe or chiller. Sec. 14-93. Sell, Offer, Gift, Display or Possession. It shall be unlawful for any person to use. Possess, purchase, barter, give, publicly display, sell or offer for sale any illegal smoking product. See. 14-94. Use of Possession of Ingestion Devices. It shall be unlawful for any person to use or possess with intent to use an ingestion device to inject, ingest, inhale or otherwise introduce into the human body an illegal smoking product. Sec. 14-95. Defense. It shall be a defense to a violation of this article that any act described in this article is under and pursuant to the direction or prescription of a licensed physician or dentist authorized to direct or prescribe such act. sAlegaltour documentslordinances\10\k-2 ordinance no.doc SECTION 2. All ordinances of the City of Denton in conflict with the provisions of this ordinance shall be, and the same are hereby, repealed; provided, however, that all other provisions of said ordinances not in conflict herewith shall remain in full force and effect. Nothing contained herein shall be construed to conflict with the Texas Controlled Substance Act, or any other state and/or federal law governing the same. SECTION 3. Should any word, sentence, paragraph, subdivision, clause, phrase or section of this ordinance or of the Code of Ordinances, as amended hereby, be adjudged or held to be void or unconstitutional, the same shall not affect the validity of the remaining portions of said ordinance or the Code of Ordinances, as amended hereby, which shall remain in full force and effect. SECTION 4. An offense committed before the effective date of this ordinance is governed by prior law and provisions of the Code of Ordnances, as amended, in effect when the offense was committed and the former law is continued in effect for this purpose. SECTION 5. Any person, firm or corporation violating any of the provisions or terms of this ordnance or of the Code of Ordinances as amended hereby, shall be subject to the same penalty as provided for in the Code of Ordinances of the City of Denton, as previously amended, and upon conviction shall be punished by a fine not to exceed the sum of Five Hundred Dollars ($500.00) for each offense. PASSED AND APPROVED this the day of , 2010. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: This page left blank intentionally . AGENDA INFORMATION SHEET AGENDA DATE: September 7, 2010 DEPARTMENT: City Manager's Office CM: George Campbell, City Manager SUBJECT Consider nominations/appointments to the City's Boards and Commissions. BACKGROUND Attached is a list of outstanding nominations for board and commission positions. Nominations made at this meeting could be voted on with the provision that the individuals meet all required qualifications. The Community Development Advisory Committee vacancy is due to Lisa Melby moving out of the state. This is a nomination for Council Member Watts. The Health and Building Standards Commission vacancy is due to Colleen Kelley moving outside the City limits. This is an alternate position and a nomination for any council member. The Human Services Advisory Committee vacancy is due to Rob Henson moving out of the area. This is an alternate position and a nomination for any council member. Council Member Watts and Mayor Pro Tem Kamp have nominations remaining from the original nomination process. If you require any further information, please let me know. Respectfully submitted: Jennifer Walters City Secretary BOARD AND COMMISSION NOMINATIONS Board Council Member Nomination Community Development Advisory Cmte. Watts Health and Building Standards Cmsn. All - Alternate Human Services Advisory Cmte. Watts All Zoning Board of Adjustment Kamp HANDOUT TO COUNCIL ORDINANCE NO. AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE CHANGE ORDER NUMBER FOUR TO THE CONTRACT BETWEEN THE CITY OF DENTON AND TERRA- SOLVE, INC.; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 4125-CHANGE ORDER FOUR TO ENGINEERING DESIGN SERVICES FOR TRUCK WASH FACILITY AWARDED TO TERRA-SOLVE, INC. IN THE AMOUNT OF $12,337.27 FOR A TOTAL CONTRACT AMOUNT OF $106,327.27). WHEREAS, on July 22, 2008, the City awarded a professional services contract to Terra- Solve Inc., in the amount of $35,500 for the engineering design services for a truck wash facility to be located at 1251 Mayhill Road; and WHEREAS, the Staff having recommended, and the City Manager having recommended to the Council that a change order be authorized to amend such contract agreement with respect to the scope of work and an increase in the payment amount, and said change order 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, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The Change Order No. Four, increasing the amount of the professional services agreement between the City and Terra-Solve, Inc., which is on file in the office of the Purchasing Agent, in the amount of Twelve Thousand Three Hundred Thirty Seven and 27/100 ($12,337.27) Dollars, is hereby approved and the expenditure of funds therefor is hereby authorized in accordance with said change order. The total purchase order including previously approved change orders one through four in the amount of $58,490 increases to $106,327.27. SECTION 2. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2010. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: '~r 5-O -File 4125 s:\legal\our documents\ordinances\10\k-2 ordinance no.doc ORDINANCE NO. AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, DENTON COUNTY, TEXAS, AMENDING CHAPTER 14 OF THE CODE OF ORDINANCES BY ADDING ARTICLE IV SECTION 14-91, ILLEGAL SMOKING PRODUCTS, TO PROHIBIT THE USE, PURCHASE, POSSESSION, AND SALE OF SALVIADIVINORUM OR SALVINORUM OR ANY SYNTHETIC CANNABINOID KNOWN OR SOLD UNDER SUCH NAMES AS " SPICE," "GENIE," "DASCENTS," "ZOHAI," 44K-2," AND "KO KNOCKOUT 2" AND ANY ANALOGUE OR VARIANT THEREOF BY WHATSOEVER NAME IT MAY BE CALLED FOR PUBLIC HEALTH PURPOSES; PROVIDING A REPEALING CLAUSE; PROVIDING A SAVINGS CLAUSE; PROVIDING A SEVERABILITY CLAUSE; PROVIDING FOR PENALTY OF FINE NOT TO EXCEED FIVE HUNDRED DOLLARS ($500.00); AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Denton, Texas, has determined that certain businesses within the City may be selling certain substances that when ingested produce intoxicating effects similar to THC or marijuana; and WHEREAS, the substances identified above are considered to be generally described as synthetic cannabinoids or salva divinorum distributed, sold and marketed under such names as "K-2," "K-2 SUMMET," "K-2 SEX," "GENIE," "DASCENTS," "ZOHAI," "SAGE," "SPICE," "KO KNOCK-OUT 2," "SPICE GOLD," "SPICE DIAMOND," " YUCATAN FIRE," "SOLAR FLARE," "PEP SPICE," "FIRE N' ICE," AND " SALVIA DIVINORUM" and the same synthetic cannabinoid and any analogue or variant thereof by whatsoever name it may be called or any substance similar in nature and sold with the intent to induce intoxication in the body; and WHEREAS, the substances described above are not yet categorized as illegal controlled substances under state or federal law; and WHEREAS, the substances described above may be marketed as incense but are commonly being used as an alternative to marijuana which is identified and documented controlled substance, the sale and use of which is prohibited under the laws of the State of Texas and the United States; and WHEREAS, the synthetic cannabinoids substances identified above may be presented under a variety of street names but share common ingredients including JWH-018 and JWH-073; and WHEREAS, salvia divinorum contains the ingredient known as Salvinorin A; and WHEREAS, these unregulated synthetic cannabinoids and salvia divinorum produce a very potent intoxicating effect which is estimated by the medical community to produce effects ranging from three to one hundred times greater and more potent than THC, the active ingredient in marijuana; and s;\legal\our documents\ord1nances\10\k-2 ordinance no.doc WHEREAS, the substance identified manifest all of the demonstrated attributes of substances that deprive individuals of judgment, coordination and the ability to conduct themselves in a safe and appropriate manner in modern society; and WHEREAS, the available medical and law enforcement information on these products indicates that individuals under the effects of these substances may be a clear and present danger to themselves and others; further the long term effects of these substances are not known; and WHEREAS, it is anticipated that the Texas Legislature will consider appropriate regulation of these type of commodities in its upcoming legislative session but that it is essential for the municipality to impose some type of reasonable restriction on these products until a state wide regulatory system may be properly implemented; and WHEREAS, it has been determined that the effects of these substances are a health concern to the citizens of the City of Denton; and WHEREAS, the City Council of the City of Denton, Texas, has determined that it is in the best interest of the public health, safety and welfare to immediately address the health concerns to the citizens of the City of Denton by adopting a local ordinance prohibiting the substances identified above; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. Chapter 14 of the Code of Ordinances of the City of Denton, Texas is hereby amended by adding Article IV, Section 14-91. Illegal Smoking Products to read as, follows: ARTICLE IV. ILLEGAL SMOKING PRODUCTS See 14-91. Purpose. The purpose of this article is to prohibit the use, possession, sale, ingestion or smoking of illegal smoking products and ingestion devices hereinafter defined within the city limits of the City of Denton. See 14-92. Definitions. "Persons" shall mean an individual, corporation, partnership, wholesaler, retailer or any licensed or unlicensed business. "Illegal Smoking Product" shall mean any substance, whether described as tobacco, herbs, incense, spice or any blend thereof, regardless of whether the substance is marketed for the purpose of being smoked, which includes any one or more of the following chemicals: (a) Salviadivinorum or salvinorum A; all parts of the plant presently classified botanically as salvia divinorum, whether growing or not, the seeds thereof, any extract from any part of such plant, and every compound, manufacture, salts derivative, mixture or preparation of such plant, its seeds or extracts, or any synthetic cannabinoid commonly known or sold under such names as "Spice", "Spice Diamond", "Spice Gold", "Pep Spice", "Yucatan s:\legal\our documents\ordinances\10\k-2 ordinance no,doc Fire" "Solar Flare", "Fire N' Ice", "Genie", "Dascents", "Zohai", "Sage", "Salvia Divinorum", "K-2 Summet" and "KO Knock-Out 2" and the same synthetic cannabinoid and any analogue or variant thereof by whatsoever name it may be called or any substance similar in nature and sold for the purpose of inducing intoxication in the human body. (b) 2-[(1R, 3S)-3-hydroxycyclohexyll}-5-(2-methylocatan-2-yl) phenol ( also known as CP47, 497) and homologues (c) (6aS, lOaS)-9-(hydroxmethyl)-6, 6-dimethyl-3-(2-methloctan-2-yl)-6a, 7, 10, l0a- tetrahydrobenzo [c] chormen-l-o1) (also known as HU-211 or Dexanabinol); (d) 1-Pentyl-3-(1-naphthoyl) indole (also known as JWH-018); (e) Butyl-3-(1-naphthoyl) indole (also known as J)WH-073); or. "Ingestion Device" shall mean equipment, a product or material that is used or intended for use in ingesting, inhaling, or otherwise introducing an illegal smoking product into the human body, including: (a) a metal, wooden, acrylic, glass, stone, plastic, or ceramic pipe with or without a screen, permanent screen, hashish head, or punctured metal bowl; (b) a water pipe; (c) a carburetion tube or device; (d) a smoking or carburetion mask; (e) a chamber pipe; (f) a carburetor pipe; (g) an electric pipe; (h) an air-driven pipe; (i) a chillum; 0) a bong; or (k) an ice pipe or chiller. Sec. 14-93. Sell, Offer, Gift, Display or Possession. It shall be unlawful for any person to use. Possess, purchase, barter, give, publicly display, sell or offer for sale any illegal smoking product. Sec. 14-94. Use of Possession of Ingestion Devices. It shall be unlawful for any person to use or possess with intent to use an ingestion device to inject, ingest, inhale or otherwise introduce into the human body an illegal smoking product. Sec. 14-95. Defense. It shall be a defense to a violation of this article that any act described in this article is under and pursuant to the direction or prescription of a licensed physician or dentist authorized to direct or prescribe such act. SECTION 2. All ordinances of the City of Denton in conflict with the provisions of this ordinance shall be, and the same are hereby, repealed; provided, however, that all other provisions of said ordinances not in conflict herewith shall remain in full force and effect. s;\legal\our documents\ordinances\10\k-2 ordinance no.doc Nothing contained herein shall be construed to conflict with the Texas Controlled Substance Act, or any other state and/or federal law governing the same. SECTION 3. Should any word, sentence, paragraph, subdivision, clause, phrase or section of this ordinance or of the Code of Ordinances, as amended hereby, be adjudged or held to be void or unconstitutional, the same shall not affect the validity of the remaining portions of said ordinance or the Code of Ordinances, as amended hereby, which shall remain in full force and effect. SECTION 4. An offense committed before the effective date of this ordinance is governed by prior law and provisions of the Code of Ordnances, as amended, in effect when the offense was committed and the former law is continued in effect for this purpose. SECTION 5. Any person, firm or corporation violating any of the provisions or terms of this ordnance or of the Code of Ordinances as amended hereby, shall be subject to the same penalty as provided for in the Code of Ordinances of the City of Denton, as previously amended, and upon conviction shall be punished by a fine not to exceed the sum of Five Hundred Dollars ($500.00) for each offense. PASSED AND APPROVED this the day of , 2010. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY G S BY: r-' v