1998-221 O IN CENO
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFES-
SIONAL SERVICES AGREEMENT WITH CARTER & BURGESS, INC FOR DESIGN OF
EAGLE DRIVE AND COLLINS STREET DRAINAGE IMPROVEMENTS, AUTHORIZING
THE EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING AN EFFECTIVE DATE
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
SECTION I. That the City Manager is hereby authorized to execute a Professional
Services Agreement with Carter & Burgess, Inc for professional engmeenng services for design
of Eagle Dnve and Collins Street drmnage improvements, in substantially the form of the
Agreement attached hereto and incorporated herein by reference
SECTION II. That the expenditure of funds as provided in the attached Agreement is
hereby anthonzed
SECTION III That this ordinance shall become effective immediately upon its passage
and approval
PASSED AND APPROVED this the/./~ t~.rt day of~, 1998
J~__~ILLER, MAYOR
ATTEST
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
PROFESSIONAL SERVICES AGREEMENT
FOR DESIGN OF EAGLE DRIVE AND COLLINS STREET DRAINAGE
IMPROVEMENTS
STATE OF TEXAS §
COUNTY OF DENTON §
., THIS AGREEME. NT is made and entered into as of the ~ day of
~ 19 ~ , by and between the City of Denton, Texas, a Texas mumclpal
corporgtlon, with its principal office at 215 East McKlnney Street, Denton, Denton County, Texas
76201, hereinafter called "OWNER" and Carter and Burgess, Inc, with its corporate office at 7950
Elmbrook, Dallas, Texas, hereinafter called "CONSULTANT," acting herein, by and through their
duly authorized representataves
WITNESSETH, that in consideration of the covenants and agreements herein contmned, the
parties hereto do mutually agree as follows
EMPLOYMENT OF CONSULTANT
The OWNER hereby contracts w~th the CONSULTANT, as an independent contractor, and
the CONSULTANT hereby agrees to perform the services herein in connection w~th the ProJect as
stated in the sections to follow, w~th diligence and in accordance with the highest professional
standards, customarily obtmned for such services in the State of Texas The professional services
set out herem are in connection w~th the following described project
The ProJect shall include, without hnntat~on, construction documents for drmnage system
along Maple between Locust and Myrtle, along Myrtle between Eagle Drive and Maple, along
Eagle Drive between Myrtle and just west of Cleveland Along Cleveland between Eagle Drive
and Collins Street, along Collins Street between Cleveland and Bemard to outfall of the detention
Pond on the east side of the Arbors Apartments
SCOPE OF SERVICES
The CONSULTANT shall perform the following services in a professional manner
To perform all those services set forth in CONSULTANT's exhibits which is attached
hereto and made a part hereof as Extublt "A" as if wntten word for word herein
97233300 DENTON2 DOC
ADDITIONAL SERVICES
Additional services to be performed by the CONSULTANT, ff authorized by thc OWNER,
which arelnot included an the above-described Basic Services, are described as follows
A D~mng the course of the ProJect, as requested by OWNER, the CONSULTANT will be
aVmlable to accompany OWNER's personnel when meetxng w~th the Texas Natural
R~source Conservatton Commlssxon, U S Environmental Protectxon Agency, or other
regulatory agancles The CONSULTANT will assxst OWNER's personnel on an as-needed
basxs m prepanng compliance schedules, progress reports, and prowdmg general techmcal
support for the OWNER's comphance efforts
B Assxstmg OWNER or contractor m the defense or prosecution of htlgat~on ~n connectaon
with or m addition to those servxces contemplated by tbas Agreement Such servmes, xf any,
sllall be furmshed by CONSULTANT on a fee basis negotmted by the respective parties
outside of and ~n addition to thts Agreement
C Samphng, testing, or analys~s beyond that specffically included ~n Basic Services
D Preparing copies of computer reded drafting (CAD) electromc data bases, drawings, or files
for the OWNER's use ~n a future CAD system
E P~epanng appheat~ons and supporting documents for govemmant grants, loans, or planmng
advances and provadang data for detmled apphcat~ons
F Appeanng before regulatory aganc~es or courts as an expert witness ~n any btlgatlon w~th
ttgrd partaes or condeumat~on proceedings arising from the development or construction of
the ProJect, including the preparataon of englneenng data and reports for assistance to the
OWNER
G P~ovtdmg geotechmcal investigations for the s~te, ancludmg sod borings, related analyses,
and reeommendattons
PERIOD OF SERVICE
Th~s Agreement shall become effective upon executmn of thas Agreement by the OWNER
and the CONSULTANT and upon issue ora not~ce to proceed by the OWNER, and shall remmn m
force for the period whtch may reasonably be reqmred for the completion of the ProJect, mcludang
Add~tmnal Services, if any, and any reqmred extensions approved by the OWNER Tlus
Agreement may be sooner terminated m accordance w~th the provisions hereof T~me ~s of the
essence art tlus Agreement The CONSULTANT shall make all reasonable efforts to complete the
97233300
Page 2
services set forth herem as expechtlously as possible and to meet the schedule established by the
OWNER, aetmg through ~ts City Manager or his designee
COMPENSATION
COMPENSATION TERMS
1 "D~rect Non-Labor Expense" ~s defined as that expense for any assignment incurred
by the CONSULTANT for supplies, transportation and eqmpment, travel,
commumcatlons, subsistence, and lodging away from home, and s~nular ~nc~dental
expenses m counectaon w~th that assignment
BILLING AND PAYMENT For and m consideration of the professional services to be
performed by the CONSULTANT hare~n, the OWNER agrees to pay, based on the Imp sum
shown ~n Exbab~t "A which ~s attached hereto and made a part of tlus Agreement as ff written
word for word hereto, a total fee, including reimbursement for dtrect non-labor expenses not to
exceed $89,742 00
Parttal payments to the CONSULTANT will be made on the basis of detailed monthly
statements rendered to and approved by the OWNER through ~ts C~ty Manager or h~s designee,
however, under no c~rcumstances shall any monthly statement for servmes exceed the value of
the work performed at the tune a statement ~s rendered The OWNER may wtthhold the final
five percent (5%) of the contract mount until completion of the Project
NOtlmng contmned ~n tlus Article shall reqmre the OWNER to pay for any work which is
unsatisfactory, as reasonably determmed by the C~ty Manager or h~s designee, or whmh is not
stlbm~tted m comphance with the terms of tlus Agreement The OWNER shall not be reqmred
to make any payments to the CONSULTANT when the CONSULTANT is in default under
this Agreement
It, ~s specffically understood and agreed that the CONSULTANT shall not be authorized to
tU~hedertake any work pursuant to th~s Agreement wtuch would reqmre additional payments by
OWNER for any charge, expense, or reimbursement above the maximum not to exceed fee
as stated, w~thout first havmg obtamed written authorization from the OWNER The
CONSULTANT shall not proceed to perform the services listed in Amcle III "Additional
Services," wathout obtmmng prior written authorization from the OWNER
ADDITIONAL SERVICES For adcht~onal services authorized ~n writing by the OWNER m
Article III, the CONSULTANT shall be paid based on the Schedule of Charges at an hourly
r~te shown m Exhab~t "B" Payments for addatlonal services shall be due and payable upon
subnuss~on by the CONSULTANT, and shall be ~n accordance w~th subsection B hereof
Statements shall not be submitted more frequently than monthly
97233300
Page 3
A PAYMENT If the OWNER falls to make payments due the CONSULTANT for servaces and
expenses watban saxty (60) days after receapt of the CONSULTANT's undisputed statement
thereof, the mounts due the CONSULTANT will be ancreased by the rate of one percent (1%)
per month from the said saxtleth (60th) day, and, ~n addition, the CONSULTANT may, after
g~vmg seven (7) days' written notme to the OWNER, suspend servmes under thts Agreement
untal the CONSULTANT has been paid ~n full all amounts due for servmes, expenses, and
charges, provided, however, notlung hereto shall reqmre the OWNER to pay the late charge of
one percent (1%) set forth here~n if the OWNER reasonably determines that the work ~s
unsatasfactory, in accordance w~th thas Artacle V, "Compensataon"
OBSERVATION AND REVIEW OF THE WORK
The CONSULTANT will exercase reasonable care and due dd~gence m d~scovenng and
promptly reporting to the OWNER any defects or defimenmes m the work of the CONSULTANT or
any subcontractors or subconsultants
OWNERSHIP OF DOCUMENTS
All documents prepared or furmshed by the CONSULTANT (and CONSULTANT's
subcontractors or subconsultants) pursuant to flus Agreement are ~nstmments of servme, and shall
become the property of the OWNER upon the termanatlon of this Agreement The CONSULTANT ~s
entatled to retain copies of all such documents The documents prepared and furnished by the
CONSULTANT are antended only to be apphcable to th~s ProJect, and OWNER's use of these
documents an other projects shall be at OWNER's sole risk and expense In the event the OWNER uses
any of the mformataon or materials developed pursuant to this Agreement ~n another project or for other
purposes than specified hereto, CONSULTANT is released from any and all hablhty relating to their
use ~n that project
INDEPENDENT CONTRACTOR
CONSULTANT shall provade servaces to OWNER as an ~ndependent contractor, not as an
employee of the OWNER CONSULTANT shall not have or claim any right arising from employee
status
97233300 Page 4
INDEMNITY AGREEMENT
Thc CONSULTANT shall ~ndemmfy and save and hold harmless the OWNER and ~ts officers,
agents, and employees from and against any and all habthty, clmms, demands, damages, losses, and
expenses, including, but not hm~ted to court costs and reasonable attorney fees recurred by the
OWNER, and including, w~thout hm~tat~on, damages for bodily and personal injury, death and property
damage, resulting from the neghgent acts or om~sslons of the CONSULTANT or ~ts officers,
shareholders, agents, or employees in the execution, operation, or performance of th~s Agreement
NOtbang ~n th~s Agreement shall be construed to create a habthty to any person who Is not a
party to tbas Agreement, and notbang hereto shall wmve any of the parties' defenses, both at law or
equity, to any elatm, cause of action, or htlgat~on filed by anyone not a party to this Agreement,
including the defense of governmental mamumty, which defenses are hereby expressly reserved
INSURANCE
Dunng the performance of the services under tbas Agreement, CONSULTANT shall mmntam
the following insurance w~th an insurance company hcensed to do business in the State of Texas by the
State Insurance Commlss~on or any successor agency that has a rating w~th Best Rate Careers of at
least an A- or above
Comprehensive Genera]. L~abihty Insurance w~th bodily injury hmlts of not less than $500,000
for each occurrence and not less than $500,000 m the aggregate, and w~th property damage hm~ts of not
less than $100,000 for each occurrence and not less than $100,000 m the aggregate
Automobile Lmbfl~ty Insurance vnth bodily injury hm~ts of not less than $500,000 for each
person and not less than $500,000 for each accident, and w~th property damage hm~ts of not less than
$100,0001 for each accident
Worker's Compensa~aon Insurance m accordance v~th statutory requirements, and Employers'
Ltabthty Insurance w~th hm~ts of not less than $100,000 for each accident
Professional Lmbthty Insurance vnth hm~ts of not less than $1,000,000 annual aggregate
The CONSULTANT shall furmsh insurance certificates or insurance pohc~es at the OWNER's
request tO ewdence such coverages The insurance pohc~es shall name the OWNER as an addmonal
~nsured on all such pohcles, and shall contmn a provision that such insurance shall not be canceled or
mod~fied~ w~thout thu-ty (30) days' prior written not~ce to OWNER and CONSULTANT In such event,
the CONSULTANT shall, prior to the effective date of the change or cancellation, serve substttute
policies furmsbang the same coverage
97233300 Page 5
ARBITRATION AND ALTERNATE DISPUTE RESOLUTION
The parties may agree to settle any disputes under flus Agreement by submitting the &spute to
arbitration or other means of alternate chspute resolution, such as mechatlon No arbitration or alternate
dispute resolution arising out of or relating to this Agreement, involving one party's disagreement, may
include the other party to the disagreement w~thout the other's approval
TERMINATION OF AGREEMENT
Notwlthstanchng any other provision of flus Agreement, either party may terrmnate by giving
thirty (30), days' advance written notice to the other party
Tlus Agreement may be terminated in whole or in part in the event of either party substantially
fmhng to fulfill its obhgat~ons under flus Agreement No such termination will be affected unless the
other party is given (1) written noUce (delivered by certified mall, return receipt requested) of intent to
terminate ,and settang forth the reasons specifying the non-performance, and not less than thlrty (30)
calendar days to cure the failure, and (2) an oppormmty for consultataon with the terminating party
prior to termination
If the Agreement is terminated prior to completaon of the services to be provided hereunder,
CONSULTANT shall immediately cease all services and shall render a final bill for services to the
OWNER wathm thirty (30) days after the date of termination The OWNER shall pay CONSULTANT
for all services properly rendered and satisfactorily performed and for reimbursable expenses to
termmataon incurred prior to the date of termination, in accordance with Article V "Compensation"
Should the OWNER subsequently cuntxact wth a new consultant for the contanuatlon of services on
the ProJect, CONSULTANT shall cooperate in provldang information The CONSULTANT shall turn
over all documents prepared or furmshed by CONSULTANT pursuant to this Agreement to the
OWNER on or before the date of termmataon, but may maintain copies of such documents for its use
RESPONSIBILITY FOR CLAIMS AND LIABILITIES
Approval by the OWNER shall not constitute, nor be deemed a release of the responsibility and
liability of the CONSULTANT, its employees, associates, agents, subcontractors, and subconsultants
for the accuracy and competency of their designs or other work, nor shall such approval be deemed to
be an assumption of such responsibility by the OWNER for any defect in the design or other work
prepared by the CONSULTANT, its employees, subcontractors, agents, and consultants
97233300 Page 6
NOTICES
All notices, commumcatlons, and reports reqmred or penmtted under flus Agreement shall be
personally delivered or mtuled to the respective parties by depositing same in the United States mml to
the address shown below, cemfied mml, return receipt requested, unless otherwise specified herein
Mmled notices shall be deemed commumcated as of three (3) days' mmhng
To CONSULTANT To OWNER
Carter & Burgess, Inc City of Denton
Alex Martmez, P E Jerry Clark, P E
ProJect Manager Director of Engineering and
7950 Elmbrook Dr Transportation Dept
Dallas, Texas 75247-4951 City Hall West
221 N Elm
Denton, Texas 76201
All notices shall be deemed effective upon receipt by the party to whom such notice is given, or
within three (3) days' mmhng
ENTIRE AGREEMENT
This Agreement, consisting of 10 pages and 2 exhibits, constitutes the complete and final
expression of the agreement of the parties, and is intended as a complete and exclusive statement of the
terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations,
negotiations, discussions, commumcattons, and agreements whmh may have been made in connection
with the subject matter hereof
SEVERABILITY
If any provision of this Agreement is found or deemed by a court of competent jurisdiction to
be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and
shall not ~:ause the remainder to be invalid or unenforceable In such event, the parties shall reform this
Agreement to replace such smcken provision with a valid and enforceable provision wbach comes as
close as possible to expressing the intention of the stricken provision
97233300
Page 7
COMPLIANCE WITH LAWS
The CONSULTANT 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
DISCRIMINATION PROHIBITED
In performing the services requared hereunder, the CONSULTANT shall not dxscnmmate
agasnst any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical
handicap
PERSONNEL
A The CONSULTANT represents that it has or will secure, at ItS own expense, all personnel reqmred
to perform all the services requtred under th~s Agreement Such personnel shall not be employees
or officers of, or have any contractual relations with the OWNER CONSULTANT shall ~nform
the OWNER of any conflict of interest or potential conflict of interest that may arise dunng the
term of flus Agreement
B All services reqtured hereunder will be performed by the CONSULTANT or under its supervision
All personnel engaged ~n work shall be qualified, and shall be authorized and permitted under state
and local laws to perform such services
ASSIGNABILITY
The CONSULTANT shall not assign any interest ~n flus Agreement, and shall not transfer any
interest 111 this Agreement (whether by assignment, novation, or otherwise) without the prior written
consent of the OWNER
MODIFICATION
No waiver or modification of flus Agreement or of any covenant, condition, or hmltatlon herein
contained shall be valid unless in writing and duly executed by the party to be charged therewith, and
no evidence of any wmver or modification shall be offered or received an evidence in any proceeding
arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the
part,es hereunder, and unless such wmver or modification is in wnung and duly executed, and the
parties further agree that the provisions &flus section will not be waived unless as set forth herein
97233300
Page 8
MISCELLANEOUS
A The following extub~ts are attached to and made a part of htus Agreement
Exhibit A - Eagle Drive / Colhns Street Plan Preparation for Drainage Improvements
Scope of Work and Compensation
Ext~blt B - Professional Services Rate Sa'ucture
B CONSULTANT agrees that OWNER shall, until the expiration of three (3) years after the final
payment under this Agreement, have access to and the right to examine any &reetly pertinent
books, documents, papers, and records of the CONSULTANT involving transactions relating to
th~s Agreement CONSULTANT agrees that OWNER shall have access dunng normal
worlang hours to all necessary CONSULTANT facilities and shall be provided adequate and
approprmte working space in order to conduct audits in compliance w~th this section OWNER
shall give CONSULTANT reasonable advance not~ce of intended audits
C Venue of any suit or cause of action under th~s Agreement shall he exclusively in Denton
County, Texas This Agreement shall be construed in accord~mce with the laws of the State of
Texas
D For the purpose of this Agreement, the key persons who will perform most of the work
hereunder shall be from the Carter & Burgess Dallas office However, nothing here~n shall
limit CONSULTANT from using other qualified and competent members of its firm to perform
the services required hereto
E CONSULTANT shall commence, carry on, and complete any and all projects with all
apphcable d~spateh, m a sound, economical, and efficient manner and in accordance w~th the
prows~ons hereof In accomphsbang the projects, CONSULTANT shall take such steps as are
appropriate to ensure that the work revolved Is properly coordinated w~th related work being
earned 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, maludlng previous reports, any other data relative
to the Pro.~eet, and arranging for the access thereto, and make all provisions for the
CONSULTANT to enter in or upon pubhc and private property as reqtured for the
CONSULTANT to perform services under this Agreement
The captions of tbas Agreement are for ~nformational purposes only, and shall not In any way affect the
substanUve terms or conditions of tbas Agreement
97233300
Page 9
~ ~SS HE.OF, ~e C1W of Denton, Texas Ms caused t~s Agreement to be executed
by its duly an~onzed Cx~ Manager, and CONSULTANT has executed ~s A~eement ~o. ugh ~ts
d~y au~0nzed ~demgned officer on ~s ~e 4~--~ day of ,192
CITY OF DENTON, TE~S
TED BENAVIDES, CITY MANAGER
ATTEST
JE~IFER WALTERS, CITY SEC~TARY
HE~ERT L PROUTY, CITY ATTO~EY
CONSULT~
PHIL DEATON, P E, SR VICE P~SIDENT
WITNESS
ALEX~V]AI~~
97233300
Page 10
EXHIBIT A
EAGLE DRIVE / COLLINS STREET
PLAN PREPARATION FOR DRAINAGE IMPROVEMENTS
SCOPE OF WORK AND COMPENSATION
SCOPE
A Design Survey
Perform design survey along proposed alignment of storm sewer along Maple Street,
Myrtle Street, Cleveland Street and Collins Street Design survey includes se~ng project
control, locating horizontal and vertical locat~on of wslble ,mprovements such as curbs,
gutters, driveways, utility manholes, ~nlets, valves, meters, trees 6" cahpers and larger,
s~dewalks, power poles, light poles, traffic s~gnals, and sufficient property comers to
construct a best fit ROW for das~gn purposes
B Base Mapping
Prepare base map at l-tach equals 20 feet scale using the destgn survey data
C Prehm~nary Design
Refine drainage are map, inlet s~zmg and nmoffcalculat~ons trom prewous study
Develop horizontal and verttcal layout for proposed storm sewer system with the
downstream outfall located at Locust and concrete hned channel, tributary of Stream PEC-
4 The storm sewer system will be located along Maple between Locust and Myrtle, along
Myrtle between Eagle Drive and Maple, along Eagle Drive between Myrtle and just west
of Cleveland, along Cleveland between Eagle Drive and Colhns Street along Colhns Street
between Cleveland and Bernard to the outfall of the detention pond on the east side of the
Arbors Apartments A map is attached at the end ofth~s Exhibit showing proposed storm
sewer system
D Final Design
Prepare Documents Statable for bxddlng to include
1 Cover Sheet
2 General Notes & Quant~taes
3 Drainage Area Map & Calculations
4 Storm Sewer Plan & Profiles
5 Detmls
6 Suggested Sequence of Work and Traffic Control Plan
7 Specfficatlons
97233300 C02
E R~cord Drawings
1 Prepare record drawings using contractor's mark-ups on changes to construction
drawings during construction
F Deliverables
1 Prehmmary Design - 2 sets of bluehnes
2 Construction Documents - I set of mylars and 1 set of original spemficatlons
3 Record Drawangs - 1 set ofmylars
Lump Sum Fee $89,742 00
A Design Survey 1 5 weeks
B Base,Mapping 1 0 weeks
C Prehmmary Design 4 0 weeks
D Final Design 6 0 weeks
TOTAL 12 5 weeks
Above schedule ~s exclusive of C~ty Rewew t~me
97233300 C02
EXHIBIT "B"
PROFESSIONAL SERVICES RATE STRUCTURE
Pnnc~pal $100 00/hotuc to $150 00/hour
ProJect Manager $80 00/hour to $100 00/hour
ProJect Engineer $65 00/hour to $90 00/hour
Office Surveyor $50 00/hour to $60 00/hour
Registered Surveyor $72 00/hour to $105 00/hour
Techmcmn $45 00/hour to $75 00/hour
F~eld Party (3 man) $95 00/hour to $100 00/hour
Fxeld Party (2 man) $70 00/hour to $80 00/hour