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HomeMy WebLinkAbout2001-382ORDINANCE NO ®01_J 6�A AN ORDINANCE OF THE CITY OF DENTON, TEXAS APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE A SECOND AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH FREESE AND NICHOLS, INC FOR ENGINEERING SERVICES PERTAINING TO THE BASIC SERVICES -FINAL DESIGN, AND CONSTRUCTION PHASE SERVICES -GENERAL REPRESENTATION, AND THE PERFORMANCE OF OTHER RELATED CONSTRUCTION PHASE SERVICES FOR THE CITY OF DENTON LAKE RAY ROBERTS WATER TREATMENT PLANT, AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City Council deems it in the public interest to continue to engage the firm of Freese and Nichols, Inc, a Texas Corporation ("F&N"), to provide professional engineering services to the City pertaining to the basic services -final design, and constriction phase services -general representation, and the performance of other related construction phase services for the City of Denton Lake Ray Roberts Water Treatment Plant, and WHEREAS, the City staff has reported to the City Council that there is a substantial need for the above -described professional engineering services, and that limited City staff cannot adequately perform the services and tasks with its own personnel, and WHEREAS, Chapter 2254 of the Texas Government Code, known as the "Professional Services Procurement Act", generally provides that a City may not select a provider of professional services on the basis of competitive bids, but must select the provider on the basis of demonstrated competence, knowledge, and qualifications, and for a fair and reasonable price, and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the professional engineering services, as set forth in the Second Amendment to the Professional Services Agreement, and desires to approve the "Second Amendment to the Professional Services Agreement," NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION 1 That the City Council approves, and the City Manager is hereby authorized to execute a Second Amendment to the Professional Services Agreement with the firm of Freese and Nichols, Inc , a Texas Corporation, for professional engineering services pertaining to the basic services -final design, and constriction phase services -general representation, and the performance of other related construction phase services for the City of Denton Lake Ray Roberts Water Treatment Plant, in substantially the form of the Second Amendment to the Professional Services Agreement, in the amount of not to exceed $212,650, attached hereto and incorporated herewith by reference SECTION 2 That the award of this Second Amendment to the Professional Services Agreement by the City is on the basis of the continued demonstrated competence, knowledge, and qualifications of F&N and the continued ability of F&N to perform the services needed by the City for a fair and reasonable price SECTION 3 That the expenditure of funds as provided in the attached Second Amendment to the Professional Services Agreement is hereby authorized SECTION 4 That this ordinance shall become effective immediately upon its passage and approval /n��n PASSED AND APPROVED this the day of Arlr /i _, 2001 EULINE BROCK, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY By n APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY S \Our Documents\Ordinances\Ol\Freese & Nichols Second Amend PSA Ord Lake RR Wtr Tura Plant doc STATE OF TEXAS § COUNTY OF DENTON § SECOND AMENDED PROFESSIONAL SERVICES AGREEMENT FOR ENGINEERING SERVICES PERTAINING TO THE DESIGN OF THE LAKE RAY ROBERTS WATER TREATMENT PLANT FINISHED WATER TRANSMISSION PIPELINE FOR THE CITY OF DENTON, TEXAS T SECOND AMENDED AGREEMENT is made and entered into as of them= day of , 2001, by and between the City of Denton, Texas, a Texas Municipal Corporation, with its principal offices at 215 East McKinney Street, Denton, Texas 76201 (hereafter "OWNER") and Freese and Nichols, Inc, a Texas Corporation, with its offices at 4055 International Plaza, Suite 200, Fort Worth, Texas 76109 (hereafter "CONSULTANT"), the parties acting herein, by and through their duly -authorized representatives and officers WHEREAS, OWNER and CONSULTANT entered into a certain Professional Services Agreement for Engineering Service Pertaining to the Preliminary Design Phase of the Lake Ray Roberts Water Treatment Plant for the City of Denton, Texas" on the 2nd day of November, 1999, and WHEREAS, OWNER and CONSULTANT entered into a certain "Professional Services Agreement for Engineering Services Pertaining to the Final Design of the Preparation of Construction Plans and Specifications for, and the Performance of Related Construction Phase Services for the City of Denton Lake Ray Roberts Water Treatment Plant," which Agreement was approved by the City Council of the City of Denton, Texas on the 16th day of May, 2000, by enacting Ordinance No 2000-174, and which is hereafter referred to as the "Agreement", and WHEREAS, OWNER and CONSULTANT entered into a certain "First Amended Professional Services Agreement for Engineering Services Pertaining to the Construction Phase and Post -Construction Phase for the City of Denton Lake Ray Roberts Water Treatment Plant" on the 17th day of April, 2001, which Agreement was approved by the City Council of the City of Denton, Texas on the 17th day of April, 2001, by enacting Ordinance No 2001-154, and which agreement is referred to as the "First Amended Agreement", and WHEREAS, at this time the Project is underway, and the OWNER and CONSULTANT have agreed to enter into a further "Second Amended Professional Services Agreement for Engineering Services Pertaining to the Design of the Lake Ray Roberts Water Treatment Plant Finished Water Transmission Pipeline for the City of Denton ", which agreement is referred to as the "Second Amended Agreement" hereafter, NOW, THEREFORE, WITNESSETH, that in consideration of the mutual promises, covenants, agreements herein, and in consideration of the premises, the parties hereto do mutually AGREE as follows Page I of 12 ARTICLE I EMPLOYMENT OF CONSULTANT The ,OWNER hereby contracts with CONSULTANT, as an independent contractor, and the CONSULTANT hereby agrees to perform the services herein in connection with the Project as stated in the Articles to follow, with diligence and in accordance with the professional standards customarily obtained for such services in the State of Texas The professional services set forth herein are in connection with the following described project (the "Project") Professional engineering services pertaining to the design of the Lake Ray Roberts Water Treatment Plant Finished Water Transmission Pipeline for the City of Denton ARTICLE II SCOPE OF SERVICES The CONSULTANT shall perform the following Basic Services in a professional manner A To perform those professional services as set forth in the Scope of Work and Fee Proposal -- Lake Ray Roberts Water Treatment Plant Finished Water Transmission Pipeline for the City of Denton, dated September 12, 2001, prepared by CONSULTANT for OWNER, which document is attached hereto as Exhibit " A," and is incorporated herein by reference, which document is comprised of, and subdivided into the following sections 1 Narrative on Scope and Assumptions, 2 Scope of Work including Final Design Services, Construction Phase Services and Drafting Services for Plan and Profile Sheets, and 3 Fee Proposal B If there is any conflict, or if any conflict arises between the terms of this Second Amended Agreement and Exhibit "A" attached to this Agreement, the terms and conditions of this Second Amended Agreement shall control over the terms and conditions of the Exhibit ARTICLE III ADDITIONAL SERVICES Any additional services to be performed by the CONSULTANT, if authorized by the OWNER, which are not included as Basic Services in the above -described Scope of Services, set forth as provided by Article II above, shall be later agreed -upon by OWNER and CONSULTANT, who shall determine, in writing, the scope of such additional services, the amount of compensation for such additional services, and other essential terms pertaining to the provision of such additional services by the CONSULTANT Page 2 of 12 ARTICLE IV PERIOD OF SERVICE This Agreement shall become effective upon execution by the OWNER and the CONSULTANT and upon the issuance of a notice to proceed by the OWNER, and shall remain in force and effect for the period that may reasonably be required for the completion of the Project, including Additional Services, if any, and any required extensions approved by the OWNER This Second Amended Agreement may be sooner terminated in accordance with the provisions hereof Time is of the essence in this Second Amended Agreement CONSULTANT shall make all reasonable efforts to complete the services set forth herein as expeditiously as possible and to meet the schedule reasonably established by the OWNER, acting through its City Manager, its Assistant City Manager for Utilities, or his designee ARTICLE V COMPENSATION A COMPENSATION TERMS "Subcontract Expense" is defined as those expenses, if any, incurred by CONSULTANT in the employment of others in outside firms, for services in the area of professional engineering, or related services Any subcontractor or subconsultant billing reasonably incurred by the CONSULTANT in connection with the Project shall be invoiced to OWNER at the actual cost plus ten percent "Direct Non -Labor Expense" is defined as that expense, based upon actual cost, for any out-of-pocket expense reasonably incurred by the CONSULTANT in the performance of this Second Amended Agreement for long distance telephone charges, telecopy charges, messenger services, printing and reproduction expenses, out-of-pocket expenses for purchased computer time, prudently incurred travel expenses related to the work on the Project, and similar incidental expenses incurred in connection with the Project B BILLING AND PAYMENT For and in consideration of the professional services to be performed by the CONSULTANT herein, the OWNER agrees to pay CONSULTANT, based upon the satisfactory completion of the Basic Services tasks set forth in the Scope of Services as shown in Article II above, as follows CONSULTANT shall perform its work on this Project in accordance with the provisions of those three (3) tasks which are described as "Final Design Services including Drafting Services for Plan and Profile Sheets" ($158,742) and "Construction Phase Services" ($53,908) as set forth in "Scope of Work" of Exhibit "A" attached hereto and incorporated herewith by reference CONSULTANT shall be paid for services rendered pursuant to the Second Amended Agreement on the basis set forth as follows Compensation shall be lump sum for "Final Design Services including Drafting Services Page 3 of 12 for Plan and Profile Sheets", and shall be lump sum for "Construction Phase Services" The fee ceiling is the total amount authorized by this Amendment OWNER agrees to pay to CONSULTANT for its professional services performed, for its Subcontractor Expense, and for its Direct Non -Labor Out -of Pocket Expenses incurred in the Project, a total aggregate amount of fees and expenses a lump sum of $212,650 2 Partial payments to the CONSULTANT will be made monthly in accordance with the statements reflecting the actual completion of the -Basic Services, rendered to and approved by the OWNER through its City Manager, or its Assistant City Manager for Utilities, or his designee However, under no circumstances shall any monthly statement for services exceed the value of the work performed at the time a statement is rendered The OWNER may withhold the final ten (10%) percent of the above not -to -exceed amount until satisfactory completion of the Project by the CONSULTANT 3 Nothing contained in this Article shall require the OWNER to pay for any work which is unsatisfactory as reasonably determined by the City Manager, or the Assistant City Manager for Utilities or his designee, or which is not submitted by CONSULTANT to the OWNER in compliance with the terms of this Second Amended Agreement The OWNER shall not be required to make any payments to the CONSULTANT at any time when the CONSULTANT is in default under this Second Amended Agreement 4 It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to this Second Amended Agreement which would require additional payments by the OWNER for any charge, expense or reimbursement above the not -to -exceed amount as stated hereinabove, without first having obtained the prior written authorization from the OWNER CONSULTANT shall not proceed to perform any services to be later provided for under Article III "Additional Services" without first obtaimng prior written authorization from the OWNER C ADDITIONAL SERVICES For additional services authorized in writing by the OWNER in Article III heremabove, CONSULTANT shall be paid based on a to -be -agreed -upon Schedule of Charges Payments for additional services shall be due and payable upon submission by the CONSULTANT, and shall be in accordance with Article V B hereinabove Statements for Basic Services and any Additional Services shall be submitted to OWNER no more frequently than once monthly D PAYMENT If the OWNER fails to make payments due the CONSULTANT for services and expenses within sixty (60) days after receipt of the CONSULTANT'S undisputed statement thereof, the amounts due the CONSULTANT will be increased by the rate of one percent (1%) per month from and after the said sixtieth (60th) day, and in addition, thereafter, the CONSULTANT may, after giving ten (10) days written notice to the OWNER suspend services under this Agreement until the CONSULTANT has been paid in full for all amounts then due and owing, and not disputed by OWNER, for services, expenses and charges Provided, however, nothing herein shall require the OWNER to pay the late charge of one percent (1 %) per month as set forth herein, if the OWNER reasonably determines that the Page 4 of 12 CONSULTANT's work is unsatisfactory, in accordance with Article V B of this Agreement, and OWNER has notified CONSULTANT of that fact in writing ARTICLE VI OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT or any of its subcontractors or sub consultants ARTICLE VII OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT (and CONSULTANT's subcontractors or subconsultants) pursuant to this Second Amended Agreement are instruments of service and shall become the property of the OWNER upon the termination of this Second Amended Agreement The CONSULTANT is entitled to retain copies of all such documents The documents prepared and furnished by the CONSULTANT are intended only to be applicable to this Project and OWNER'S use of these documents in other projects shall be at OWNER'S sole risk and expense In the event the OWNER uses the Second Amended Agreement in another project or for other purposes than specified herein any of the information or materials developed pursuant to this Second Amended Agreement, CONSULTANT is released from any and all liability relating to their use in that project ARTICLE VIII INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER CONSULTANT shall not have or claim any right arising from employee status ARTICLE IX INDEMNITY AGREEMENT The CONSULTANT shall indemnify and save and hold harmless the OWNER and its officials, officers, agents, attorneys 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, or property damage, resulting from the negligent acts or omissions of the CONSULTANT or its officers, shareholders, agents, subcontractors, subconsultants, attorneys, and/or employees in the execution, operation, or performance of this Second Amended Agreement Nothing to this Second Amended Agreement shall be construed to create a liability to any person who is not a party to this Second Amended Agreement and nothing herein shall waive any of the party's defenses, both at law or equity , to any claim, cause of action or litigation filed Page 5 of 12 by anyone not a party to this Second Amended Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved ARTICLE X INSURANCE During the performance of the Services under this Second Amended Agreement, CONSULTANT shall maintain the following insurance with an insurance company licensed to do business in the State of Texas by the State Insurance Board or any successor agency, that has a rating with A M Best Rate Carriers of at least an "A-" or above A Comprehensive General Liability Insurance with bodily injury limits of not less than $1,000,000 for each occurrence and not less than $1,000,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence, and not less than $100,0©0 in the aggregate B Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident, and with property damage limits for not less than $100,000 for each accident C Worker's Compensation Insurance in accordance with statutory requirements and Employer's Liability Insurance with limits of not less than $100,000 for each accident D Professional Liability Insurance with limits of not less than $2,000,000 annual aggregate E CONSULTANT shall furnish insurance certificates or insurance policies to the OWNER to evidence such insurance coverage The insurance policies shall name the OWNER as an additional insured on all such policies to the extent that is legally possible, and shall contain a provision that such insurance shall not be cancelled or modified without at least thirty (30) days prior written notice to OWNER and CONSULTANT In such event, the CONSULTANT shall, prior to the effective date of the change or cancellation of coverage, deliver copies of any such substitute policies, furnishing at least the same policy limits and coverage, to OWNER ARTICLE XI ARBITRATION AND ALTERNATE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Second Amended Agreement by submitting the dispute to arbitration or other means of alternate dispute resolution such as mediation No arbitration or alternate dispute resolution arising out of or relating to, this Second Amended Agreement involving one party's disagreement, may include the other party to the disagreement without the other's approval Page 6 of 12 ARTICLE XII TERMINATION OF AGREEMENT A Notwithstanding any other provision of this Second Amended Agreement, either party may terminate this Second Amended Agreement by providing thirty (30) days advance written notice to the other party B This Second Amended Agreement may alternatively be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under this Second Amended Agreement No such termination will be effected unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of intent to terminate and setting forth the reasons specifying the nonperformance or other reason(s), and not less than thirty (30) calendar days to cure the failure, and (2) an opportunity for consultation with the terminating party prior to termination C If this Second Amended Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services upon receipt of the written notice of termination from OWNER and shall render a final bill for services to the OWNER within twenty (20) days after the date of termination The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed, and for reimbursable expenses prior to notice of termination being received by CONSULTANT, in accordance with Article V of this Second Amended Agreement Should the OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing infornlation to the OWNER and to the new consultant If applicable, OWNER shall allow CONSULTANT a reasonable time to transition and to turn over the Project to a new consultant CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to this Second Amended Agreement to the OWNER on or before the date of termination, but may maintain copies of such documents for its files ARTICLE XIII RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval of the work by the OWNER shall not constitute, nor be deemed a release of the responsibility and liability of the CONSULTANT, its officers, employees, agents, subcontractors, and sub consultants for the accuracy and competency of their designs or other work performed pursuant to this Second Amended Agreement, nor shall such approval by the OWNER be deemed as an assumption of such responsibility by the OWNER for any defect in the design or other work prepared by the CONSULTANT, its principals, officers, employees, agents, subcontractors, and sub consultants ARTICLE XIV NOTICES All notices, communications, and reports required or permitted under this Second Amended Agreement shall be personally delivered to, or telecopied to, or mailed to the Page 7 of 12 respective parties by depositing same in the United States mail at the addresses shown below, postage prepaid, certified mail, return receipt requested, unless otherwise specified herein To CONSULTANT Freese and Nichols, Inc Robert Pence, Senior Vice -President 4055 International Plaza, Suite 200 Fort Worth, Texas 76109 Fax (817)735-7491 City of Denton, Texas City Manager 215 East McKinney Denton, Texas 76201 Fax (940)349-8596 All notices given under this Second Amended Agreement shall be effective upon their actual receipt by the party to whom such notice is given ARTICLE XV ENTIRE AGREEMENT This Second Amended Agreement consisting of twelve (12) pages and one (1) Exhibit constitutes the complete and final expression of the agreement of the parties and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, understandings, and agreements which may have been made in connection with the subject matter of this Second Amended Agreement ARTICLE XVI SEVERABILTY If any provision of this Second Amended Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Second Amended Agreement, and shall not cause the remainder to be invalid or unenforceable In such event, the parties shall reform this Second Amended Agreement, to the extent reasonably possible, to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the original intentions of the parties respecting any such stricken provision ARTICLE XVII COMPLIANCE WITH LAWS The CONSULTANT shall comply with all federal, state, local laws, rules, regulations, and ordinances applicable to the work performed by CONSULTANT hereunder, as they may now read or as they may hereafter be amended Page 8 of 12 ARTICLE XVIII DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion sex, national origin or ancestry, age, or physical handicap ARTICLEXI PERSONNEL A CONSULTANT represents that it has or will secure at its own expense all personnel required to perform all the services required under this Second Amended Agreement Such personnel shall not be employees or officers of, nor have any contractual relations with the OWNER CONSULTANT shall immediately inform the OWNER in writing of any conflict of interest or potential conflict of interest that CONSULTANT may discover, or which may arise during the term of this Second Amended Agreement B All services required hereunder will be performed by CONSULTANT or under its direct supervision All personnel engaged in performing the work provided for in this Second - Amended Agreement, shall be qualified, and shall be authorized and permitted under state and local laws to perform such services ARTICLE XX ASSIGNABILITY The CONSULTANT shall not assign any interest in this Second Amended Agreement and shall not transfer any interest in this Second Amended Agreement (whether by assignment, novation or otherwise) without the prior written consent of the OWNER CONSULTANT shall promptly notify OWNER in writing of any change of its name as well as of any significant change in its corporate structure or in its operations ARTICLE XXI MODIFICATION No, waiver or modification of this Second Amended Agreement or of any covenant, condition, limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith No evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto arising out of, or affecting this Second Amended Agreement, or the rights or obligations of the parties hereunder, unless such waiver or modification is in writing, duly executed The parties further agree that the provisions of this Article will not be waived unless as herein set forth Page 9 of 12 ARTICLE XXII EFFECT OF AMENDMENT Except as specifically provided for by the Second Amended Agreement, that all of the terms, covenants, conditions, agreements, rights, responsibilities, and obligations of the parties set forth in the previous Agreements, dated May 16, 2000 and April 17, 2001, shall remain in full force and effect ARTICLE XXIII MISCELLANEOUS A The following exhibit is attached to, incorporated herewith by reference, and is made a part of this Second Amended Agreement for all purposes pertinent Exlubit "A" --"Lake Ray Roberts Water Treatment Plant Finished Water Transmission Pipeline" for the City of Denton, Texas -- September 2001" B CONSULTANT agrees that OWNER shall, until the expiration of four (4) years after the final payment made by OWNER under this Second Amended Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of the CONSULTANT involving transactions relating to this Second Amended Agreement CONSULTANT agrees that OWNER shall have access during normal working hours to all necessary CONSULTANT facilities and shall be provided adequate and appropriate working space in order to conduct examinations or audits in compliance with this Article OWNER shall give CONSULTANT reasonable advance notice of all intended examinations or audits C Venue of any suit or cause of action under this Second Amended Agreement shall lie exclusively in Denton County, Texas This Second Amended Agreement shall be governed by and construed in accordance with the laws of the State of Texas D For purposes of this Second Amended Agreement, the parties agree that the Project Principal shall be Ray Longoria, Principal, P E , and the key persons who will perform most of the work as the Project Team, include the Project Manager, Russell Gibson, P E , under, and in accordance with this Second Amended Agreement, shall be as specifically identified and set forth in "Scope of Work and Fee Proposal" document attached hereto as Exhibit "A" This Second Amended Agreement has been entered into with the understanding, expectation, and the OWNER's reliance, that the above -stated employees of CONSULTANT shall perform all or a significant portion of the work on the Project Any proposed changes regarding the change of the Project Manager or other key personnel, requested by CONSULTANT, respecting one or more of the above -stated employees, shall be subject to the approval of the OWNER, which approval the OWNER shall not unreasonably withhold Nothing herein shall limit CONSULTANT from using other qualified and competent members of its firm to perform the other incidental services required herein, under its supervision or control E CONSULTANT shall commence, carry on, and complete its work on the Project with all applicable dispatch, and in a sound, economical, efficient manner, and in accordance with the Page 10 of 12 provisions hereof in accomplishing the Project, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordinated with any related work being carved on by the OWNER F The OWNER shall assist the CONSULTANT by placing at the CONSULTANT's disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project and arranging for the access to, and make all provisions for the CONSULTANT to enter in or upon, public and private property as required for the CONSULTANT to perform professional services under this Second Amended Agreement OWNER and CONSULTANT agree that CONSULTANT is entitled to rely upon information furnished to it by OWNER without the need for further inquiry or investigation into such information G The captions of this Second Amended Agreement are for informational purposes only and shall not in any way affect the substantive terms or conditions of this Second Amended Agreement IN WITNESS WHEREOF, the OWNER, the City of Denton, Texas has executed this Second Amended Agreement in four (4) original counterparts, by and through its duly - authorized City Manager, and CONSULTANT has executed this Second Amended /lgreement by rid t ough its duly -authorized undersigned officer on this the ,_ day of 2001 "OWNER" CITY OF DENTON, TEXAS ATTEST JENNIFER WALTERS, CITY SECRETARY Page 11 of 12 APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY "CONSULTANT' FREESE AND NICHOLS, INC A Texas Corporation Y ATTEST By Lajdlic�)N` S \Our Documents\Cordracts\0l\Preese & Nichols Second Amendment to PSA 2001 doc Page 12 of 12 A C E N T U R Y O F S E R V I C E IrMIMM PRH686•NtCNOL I September 12, 2001 Mr Tun Fisher, P E Assistant Director of Water Utilities City of Denton 901-A Texas Street Denton, TX 76201 Re Lake Ray Roberts 54-Inch Waterline Proposal for Engineering Services Dear Mr Fisher As requested, we are pleased to submit the scope of work and fee proposal for the design of the Lake Ray Roberts 54-Inch Waterline Attached are the following items for your review 1) Scope of Work for Basic Services, which includes final design and general construction representation The project includes approximately 40,000 feet of 54-mch pipeline and related appurtenances 2) Spreadsheets showing design and construction representation effort, submitted in support of this proposal As shown on the attached spreadsheets, our proposed lump sum fee for Basic Services (final design and general construction representation) is $212,650 ($217,850-$5200 remaining special services) The above quotations for design services are based on using remaining budget in our existing contract for the special services to review the 54" Pipeline ($2800 remaining) The quotation is also based on using $2400 from our budget to provide surge analysis and coordination There will be some savings in the surge coordination, since the design work will be done completely by Freese and Nichols, Inc We have also looked at the remaining budget for the 404 Permitting Assistance The budget for this special service has almost completely been used Freese and Nichols, Inc :3 Engineers a Environmental Scientists i Architects 4055 International Plaza J Suite 200 J Fort Worth, Texas 1 76109-4895 817-735-7300 A Fax 817-735.7491 -1 www fresse com EXEIIBIT A If you agree to the proposed scope of work and terms of compensation, Denton should prepare a contract We appreciate the opportunity to provide this proposal for engineering services and look forward to working with the City of Denton on this project If you have any questions or comments, please call Respectfully, FRE4aoellzl�lh— IVICHOLS, INC R ussell Gibson, P E Project Manager {OiI01041}t \denton\54-mch prop EXHIBIT A CITY OF DENTON 54-INCH WATERLINE SCOPE OF WORK BASIC SERVICES FINAL DESIGN SERVICES 1 Freese and Nichols, Inc (FNI) will review existing easements and determine general conformance of the documents to the partially completed construction plans released by the City of Denton (City) to FNI for design work FNI will perform one site visit to determine general conformance of natural features, improvements and topography shown on construction plans to actual field conditions It has been assumed that the survey provided is substantially correct and that the site visit will only be used for general observation of the pipeline route and to note any major, readily discernible features or improvements which have not been included on the construction plans Design survey necessary to locate features, which are not documented on the plans, will be provided by Denton 2 FNI will perform research in an attempt to identify potential utility, natural feature, and future land use conflicts presented by thepipehne alignment and provide an evaluation ofthe nature and extent of these conflicts FNI will contact utility owners, meet representatives in the field, and coordinate additional surveying work to locate existing utilities Surveying will be provided by Denton The construction contractor will be required to locate utilities prior to construction, and FNI will not be liable for maccurate or incomplete utility locations FNI will review future land use plans, plats or construction drawings, which are provided to FNI and evaluate the potential conflicts presented by these plans 3 FNI will attend four (4) meetings with the City regarding the project 4 FNI will provide the computer drafting necessary to complete the project front-end sheets and plan and profile sheets FNI will prepare one set of complete design drawings for construction of the proposed pipeline The project digital files will be provided to FNI man Autocad 2000 (or previous Autocad version) format 5 FNI engineering and drafting personnel will produce project detail sheets which will include trench and pipe appurtenance detail sheets, highway crossing detail sheets, gate details, structural details and piping tie-m details at the new pump station and at the line termination (Loop 288) FNI will prepare specifications and contract documents for the project Specifications will include at least two pipe material options Specifications will be acceptable to Denton Purchasing Department If detailed plans and design are required for roadway design or utility relocations, this contract may be amended to provide those additional engineering services at the discretion of the City of Denton EXHIBIT A 6 FNI will design minor realignments of the pipeline as necessary to accommodate conflicts, future plans, landowner requests, etc Realignments will be considered mmor if they do not deviate outside the permanent easement, and no additional surveying is required 7 Assist the City in procuring routine approvals and permits for highway, railroad and utility crossings 8 Provide plans, specifications, and contract documents to the City for submission to applicable state agency (agencies) for approval, where necessary 9 Prepare detailed cost estimates and bidders proposal forms (project quantities) of the improvements to be constructed 10 Furnish the City five (5) sets of copies of plans, specifications, and bid proposals marked "Prehmmary" for approval by the City Upon final approval by the City of Denton and preparation by FNI of plans, specifications and bid proposals, FNI will provide the City five (5) sets of copies of "Final" plans prior to bidding FNI will prepare and issue addenda to the plans and specifications, if required As directed by the City, additional sets of plans, specifications and bid documents as are necessary in the receiving of bids for construction and as are required in the execution of the project shall be furnished by FNI and shall be paid for by the City at actual cost of reproduction 11 FNI will furnish a Project Manager, Rusty Cnbson, who will be the point of contact for the City of Denton The City of Denton will fish a Project Manager, Frank Payne, who will be the point of contact for FNI CONSTRUCTION PHASE SERVICES 1 Assist the City in securing bids, issuing notice to bidders and notifying construction news publications FNI will prepare copies of bid documents for distribution to potential bidders, and will maintain a list of plan holders The notice to bidders will be fiimished to the City for publication in local news media 2 Assist the City in the pre -bid meeting, opening, tabulation, and analysis of the bids received and fish recommendations on the award of contracts or the appropriate actions to be taken by the City 3 Assist in the preparation of formal contract documents for the construction contract Conform the plans and specifications to include changes made by addendums Provide fifteen (IS) sets of Construction Contract Documents (five for Owner and 10 for Contractor) These construction documents will include bidders information, legal documents, and addenda bound in the documents for execution by the City and construction contractor 4 Assist in conducting one pre -construction conference with the selected contractor, and review construction schedules prepared by the contractor Make eighteen (18) visits to the site (as distinguished from the continuous services of a Resident Project Representative) to observe the progress and the quality of work and to attempt to determine in general if the work is proceeding in accordance with the contract documents In performing these services, FNI will endeavor to protect the City against defects and deficiencies in the work of contractors, FNI will report any observed defects or deficiencies immediately to the City, however, it is understood that FNI does not guarantee the contractor's performance nor is he responsible for supervision of the contractors operation and employees 6 Consult and advise with the City during construction, make recommendations to the City regarding the materials and workmanship, and prepare change orders with City's approval 7 Check and review samples, catalog data, schedules, shop drawings, laboratory, shop and mill tests of material and equipment and other data which the contractor is required to submit for conformance with the design concept of the Project and compliance with the information given in the contract documents, and assemble written guarantees which are required by the contract documents 8 Assist the City in arranging for testing of materials and laboratory control during construction to be conducted at the City's expense and interpret the results of such tests 9 Interpret intent of the plans and specifications for the City and contractor 10 Review and comment on monthly and final estimates for payment to contractor 11 Conduct in company with the City s representative a final inspection of the Project for conformance with the design concept of the Project and compliance with the contract documents, and review and comment on the certificate of completion and the recommendation for final payment to the contractor 12 Review revisions of construction drawings with the assistance of the City's project personnel and the construction contractor reflecting changes in the Project made during construction FNI will prepare "Record Drawings" FNI will review and seal all "Record Drawings", and will fiirmsh one reproducible and two bluehne copies of "Record Drawings" ADDITIONAL SERVICES Additional Services to be performed by FNI, if authorized by the City, which are not included in the above (described basic services and special services, are described as follows 1 Preparation of permit applications for road crossings or other regulatory authorities or public agencies 2 Verifying accuracy of existing design survey, and correcting deficiencies in construction plans which anse from inaccuracies in design survey 3 Providing copies of plans and specifications in addition to the number specified above 4 Making property, boundary and right-of-way surveys, preparation of easement and deed descriptions, including title search and examination of deed records 5 Making revisions to drawings, specifications or other documents when such revisions are a) not consistent with approvals or instructions previously given by the City or b) due to other causes not solely within the control of FNI 6 Investigations involving consideration of operation, maintenance and overhead expenses, and the preparation of rate schedules, earnings and expense statements, feasibility studies, appraisals, evaluations, assessment schedules, and material audits or 1W1411117Y171 inventories required for certification of force account construction performed by the City 7 Services required to resolve bid protests or to rebid the project for any reason other than the fault of FNI 9 Attending meetings in excess of those listed above 9 Field layouts or the fitrmshmg of construction line and grade surveys 10 Providing shop, mill, field or laboratory inspection of materials and equipment Observe factory tests of equipment at any site remote to the project or observing tests required as a result of equipment failing the initial test 11 Preparing operation and maintenance manuals or conducting operator training 12 Preparing data and reports for assistance to the City in preparation for hearings before regulatory agencies, courts, arbitration panels or any mediator, giving testimony, personally or by deposition, and preparations therefore before any regulatory agency, court, arbitration panel or mediator 13 Performing extensive, non -routine investigations, studies and analyses of substitutions of equipment and/or materials or deviations from the drawings and specifications 14 Assisting the City in the defense or prosecution of htgation in connection with or in addition to those services contemplated by this proposal Such services, if any, shall be fimmshed by FNI on a fee basis negotiated by the respective parties outside of and in addition to this proposal is Providing environmental support services including the design and implementation of ecological baseline studies, environmental monitoring, impact assessment and analyses, permitting assistance, and other assistance required to address environmental issues 16 Performing investigations, studies, and analysis of work proposed by construction contractors to correct defective work 17 Design, contract modifications, studies or analysis required to comply with local, State, Federal or other regulatory agencies that become effective after the date of this agreement 18 Visits to the site in excess of eighteen (18) trips included above for periodic site visits, coordination meetings, or contract completion activities 19 Any services required as a result of default of the contractor(s) or the failure, for any reason, of the contractor(s) to complete the work within the contract time 20 Providing services after the completion of the construction phase not specifically listed above 21 Providing services to review or evaluate construction contractor's clairn(s), provided said claims are supported by causes not within the control of FNI, and the City of Denton provides written approval to FNI to evaluate said claims 22 Providing value engineering studies or reviews of cost savings proposed by construction contractors after bids have been submitted 23 Appearing before regulatory agencies or courts as an expert witness in any litigation with third parties or condemnation proceedings ansing from the development or construction of the project, mcluding the preparation of engineering data and reports to be used for assistance to the City EXHIBIT A � � k � � � )! k §£ / wig o �} \00 k Lu2 2 192 § � j% @e§■;S@Ea§ ■k§■■■■2■f co co n � § § e■lA;;�R°§ ©e#m©a;egA / ! In 7 2 [ ! J # § { �M] fig / C4C, ' J}k!!!!!3 aBEee=Bae aa2=aa2aE | §a.01(a ! ! eug d � = w J L W 1�1r, V � W 4 O p A , IX O 4)aL J LL U No oa0 C� P O O O P P 1-F OI -t L(p b9��M� �f9 I- f9 N � Or OP N 000 O 0 0 0 N � CN+7MM P 000ao d• P P O Oof(pp ' Q N M N C a >A N C 3 N ; EA N E N 5 N N a C C r N UN� ��~O �E�Ed��� m�inviS:�.Oc .0m aia�il 1% MI w P N M V O (0 r N N C O a co0co0 P P o v o P P ►i co N O) O P F- N C a W PLAN SHEET LISTING Sheet No Items and Tasks 1 Cover Sheet 2 Sheet Index 3 Utility Contacts 4 Location Ma 5 Legend / Misc Notes 6 Hydraulic Grade Line Sheet 7-50 Plan and Profile Sheets 44 Sheets 51 Tie-in Details 52 Pressure Reducing Valve Details 53 Pie Details 54 Trench Details 55 Pipe Appurtenance Details 56 PiDe AoDurtenances 57 Pie Gate and Sin Details 58-60 Bore and Casing Details 3 Sheets 61-82 Easement Requirements 2 Sheets 63-68 Cathodic Protection 4 Sheets 67 Structural Notes 68 Valve Vault Structural Details EXHIBIT A