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1998-334AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER TO ENTER INTO A PROFESSIONAL SERVICES AGREEMENT WITH ALAN PLUMMER ASSOCIATES, INC FOR PROFESSIONAL SERVICES REGARDING DENTON'S WASTEWATER TREATMENT AND SOLID WASTE DISPOSAL LONG TERM FACILITY/LAND USE PLANNING EVALUATION AND OTHER PROFESSIONAL ENGINI~ERING SERVICES REGARDING THE PECAN CREEK WRP, AUTHORIZING THE EXPENDITURE OF FUNDS, AND PROVIDING FOR AN EFFECTIVE DATE WHEREAS, the City Courted deems it m the pubhc ~nterest to employ Alan Plummet Associates, Illc tO prowde professional englneermg services for Denton's wastewater treatment and sohd waste d~sposal, long term facility/land use planmng evaluanon and alternative d~smfect~on strategies evaluation for the Pecan Creek WRP, NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That the City Manager ~s hereby authorized to execute the attached Professional Service Agreement for Denton's Wastewater Treatment and Sohd Waste D~sposal, Long Term Facility/Land Use Planning Evaluanon and AlternaUve D~s~nfectant Strategies Evaluation for the Pecan Creek WRP w~th Alan Plummer Associates, Inc, which attached Agreement ~s made a part of th~s ordinance for all purposes SECTION II. That the C~ty Council hereby authorizes the expenditure of funds m the manner and amount as specified ~n the agreement SECTION III. That th~s Ordinance shall become effective ~mmedlately upon its passage and approval PASSED AND APPROVED th~s the _~ day of JAI~MILLER, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY HERBERT L PROUTY, CITY ATTORNEY / \\CH LGL\VOL 1 \shat ed\dept\LGL\Our Document s\Ordmance~k9 8\Alan Plummet Ordinance doc PROFESSIONAL SERVICES AGREEMENT FOR DENTON'S WASTEWATER TREATMENT AND SOLID WASTE DISPOSAL LONG TERM FACILITY/LAND USE PLANNING EVALUATION AND ALTERNATIVE DISINFECTION STRATEGIES EVALUATION FOR THE PECAN CREEK WATER RECLAMATION PLANT STATE OF TEXAS § COUNTY OF DENTON § THIS AGREEMENT ~s made and entered ~nto as of the ~--~ day of /~ff~bL/~F' , 19 ~:~, by and between the C~ty of Denton, Texas, a Texas mun, mpal corporation, w~th ~ts pnnc~pal office at 215 East McK~nney Street, Denton, Denton County, Texas 76201, hereinafter called "OWNER" and Alan Plummet Associates, Inc, with Its corporate office at 7524 Molser View Court Suite 200, Fort Worth, Texas 76118, hereinafter called "CONSULTANT," acting herein, by and through their duly authorized representatives WITNESSETH, that m consideration of the covenants and agreements here~n contmned, the part,es hereto do mutually agree as follows ARTICLE [ EMPLOYMENT OF CONSULTANT The OWNER hereby contracts with the CONSULTANT, as an ~ndependent contractor, and the CONSULTANT hereby agrees to perform the services here~n ~n connectmn wtth the Project as stated in the secttons to follow, with diligence and in accordance with the professional standards customarily obtained for such services ~n the State of Texas The professtonal services set out hereto are in connection with the following described project Provide engmeenng services for developing a 50 year plan for wastewater treatment and landfill expanmon For wastewater treatment services evaluate options of add,tonal wastewater treatment capacity at the Pecan Creek Water Reclamation Plant (WRP) or a new plant site, ~mpact of dlsmfectmn alternatives on wastewater reuse, and d~s~nfectmn alternatives at the WRP For the landfill evaluate ex~st~ng landfill s~te, vehicle storage and mmntenance faclhty, personnel facility, compostlng operations, material recovery facd~ty, future expansion and land purchase recommendations for the 50 year time horizon SCOPE OF SERVICES The CONSULTANT shall perform the following services in a professional manner A To perform all those servmes set forth in CONSULTANT's Scope of Work, which proposal is attached hereto and made a part hereof as Exhibit "A" as if written word for word here~n B If there is any conflmt between the terms of this Agreement and Exhibit "A" attached to th~s Agreement, the terms and conditions of this Agreement will control over the terms and condxtlons of the attached exhibits or task orders ARTICLE III ADDITIONAL SERVICES Addlt~onal servmes to be performed by the CONSULTANT, if authorized by the OWNER, which are not included in the above-described Basic Services, are described as follows A Dunng the course of the Project, as requested by OWNER, the CONSULTANT will be available to accompany OWNER's personnel when meeting w~th the Texas Natural Resource Conservation Comm~ssion, U S Environmental Protection Agency, or other regulatory agencies The CONSULTANT will assist OWNER's personnel on an as- needed basis ~n prepanng comphance schedules, progress reports, and providing general techmcal support for the OWNER's compliance efforts B Assisting OWNER or contractor in the defense or prosecution of httgatlon ~n connection w~th or ~n addition to those services contemplated by this Agreement Such services, if any, shall be furmshed by CONSULTANT on a fee basis negotiated by the respective part, es outside of and in addition to this Agreement C Sampling, testing, or analysis beyond that specifically included in Basic Services D Prepanng applications and supporting documents for government grants, loans, or planmng advances and providing data for detailed applications E Appeanng before regulatory agencies or courts as an expert witness in any htlgat~on w~th third partxes or condemnation proceedings arising from the development or construction of the ProJect, including the preparation of eng~neenng data and reports for assistance to the OWNER F Providing geotectmlcal lnvesngaUons for the site, including soil bonngs, related analyses, and recommendations ARTICLE IV PERIOD OF SERVICE This Agreement shall become effective upon execution of this Agreement by the OWNER and the CONSULTANT and upon issue of a notice to proceed by the OWNER, and shall remain m fome for the period whmh may reasonably be reqmred for the completion of the ProJect, ~ncludlng Additional Services, if any, and any required extensions approved by the OWNER This Agreement may be sooner terminated in accordance with the provisions hereof Page 2 Ttme ts of the essence ~n thts Agreement The CONSULTANT shall make all reasonable efforts to complete the servmes set forth hereto as expedtttously as possible and to meet the schedule estabhshed by the OWNER, acttng through tts C~ty Manager or hts destgnee ARTICLE V COMPENSATION A COMPENSATION TERMS 1 "Subcontract Expense" ~s defined as expenses tncurred by the CONSULTANT tn employment of others m outstde firms for servtces tn the nature of professional engineering 2 "Dtrect Non-Labor Expense" ts defined as that expense for any asstgnment ~ncurred by the CONSULTANT for supphes, transportatton and eqmpment, travel, commumcattons, subsistence, and lodgtng away from home, and strmlar mctdental expenses ~n connection wtth that asstgnment B BILLING AND PAYMENT For and in constderatton of the professtonal servtces to be performed by the CONSULTANT heretn, the OWNER agrees to pay, based on the cost estimate detml at an hourly rate shown ~n Exhtb~t "A" whtch ts attached hereto and made a part of th~s Agreement as ff written word for word heretn, a total fee, tncludtng retmbursement for dtrect non-labor expenses not to exceed $52,936 Parttal payments to the CONSULTANT wtll be made on the basts of detailed monthly statements rendered to and approved by the OWNER through tts Ctty Manager or hts demgnee, however, under no ctrcumstances shall any monthly statement for servtces exceed the value of the work performed at the ttme a statement ~s rendered The OWNER may wtthhold the final five percent (5%) of the contract amount until completmn of the Project Notbang contmned m thts Artmle shall reqmre the OWNER to pay for any work whmh ~s unsatisfactory, as reasonably detenmned by the C~ty Manager or h~s destgnee, or wtuch ~s not subrmtted tn comphance w~th the terms of thts Agreement The OWNER shall not be reqmred to make any payments to the CONSULTANT when the CONSULTANT ts tn default under thts Agreement It ~s spemfically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to thts Agreement which would reqmre addtttonal payments by the OWNER for any charge, expense, or rmmbursement above the maximum not to exceed fee as stated, wtthout first hamng obtatned written authorization from the OWNER The CONSULTANT shall not proceed to perform the servtces hsted tn Article III "Additional Services," without obtalmng prior written authorization from the OWNER Page 3 C ADDITIONAL SERVICES For additional services authorized in writing by the OWNER in Article III, the CONSULTANT shall be paid based on the Schedule of Charges at an hourly rate shown In Exhibit "A" Payments for additional services shall be due and payable upon submission by the CONSULTANT, and shall be in accordance with subsection B hereof Statements shall not be submitted more frequently than monthly 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 wall be increased by the rate of one percent (1%) per month from the said sixtieth (60th) day, and, in addition, the CONSULTANT may, after giving seven (7) days' written notice to the OWNER, suspend services under this Agreement until the CONSULTANT has been paid in full all amounts due for services, expenses, and charges, provided, however, nothing herein shall require the OWNER to pay the late charge of one percent (1%) set forth herein if the OWNER reasonably determines that the work is unsatisfactory, m accordance with thas Article V, "Compensation" ARTICLE VI OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in dlscovenng and promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT or any subcontractors or subconsultants ARTICLE VII OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT (and CONSULTANT's subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and shall become the property of the OWNER upon the termination of this Agreement The CONSULTANT is entitled to retain copies of all such documents The documents prepared and furnished by the CONSULTANT are intended only to be applicable to flus 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 any of the information or materials developed pursuant to this Agreement an another project or for other purposes than specified herein, 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 P~e4 INDEMNITY AGREEMENT The CONSULTANT shall Indemnify and save and hold harmless the OWNER and ItS officers, agents, and employees from and against any and all habfllty, claims, demands, damages, losses, and expenses, lnchid~ng, but not hmlted to court costs and reasonable attorney fees incurred by the OWNER, and mcluchng, without hmitat~on, damages for bodily and personal injury, death and property damage, resulting from the neghgent acts or omissions of the CONSULTANT or ~ts officers, shareholders, agents, or employees ~n the execution, operation, or performance of this Agreement Nothmg m this Agreement shall be construed to create a habfllty to any person who ,s not a party to th~s Agreement, and nothing herein shall wmve any of the part~es' defenses, both at law or eqmty, to any claim, cause of action, or lmgat~on filed by anyone not a party to this Agreement, ~neludlng the defense of governmental tmmtm~ty, which defenses are hereby expressly reserved ARTICLE X INSURANCE Dunng the performance of the services under this Agreement, CONSULTANT shall mmntam the following insurance w~th an insurance company hcensed to do bustness ~n the State of Texas by the State Insurance Commission or any successor agency that has a rating w~th Best Rate Careers of at least an A- or above A Comprehensive General L~abfl~ty Insurance w~th bodily tnjury limits of not less than $500,000 for each occurrence and not less than $500,000 ~n the aggregate, and w~th property damage limits of not less than $100,000 for each occurrence and not less than $100,000 ~n the aggregate B Automobile Lmhihty Insurance w~th bodily ~njury hmlts of not less than $500,000 for each person and not less than $500,000 for each accident, and with property damage hmlts of not less than $100,000 for each accident C Worker's Compensation Insurance in accordance w~th statutory reqmrements, and Employers' L~ablhty Insurance w~th limits of not less than $100,000 for each accident D Professional Lmhihty Insurance with hmlts of not less than $1,000,000 annual aggregate E The CONSULTANT shall furnish ~nsurance certfficates or insurance pohmes at the OWNER's request to ewdence such coverages The ~nsurance pohc~es shall name the OWNER as an additional insured on all such pohcles except professional habfllty and Worker's Compensation, and shall contain a prowslon that such ~nsurance shall not be canceled or modffied wtthout thirty (30) days' prior written notice to OWNER and Page 5 CONSULTANT In such event, the CONSULTANT shall, prior to the effective date of the change or cancellation, serve substitute pohcles furmsh~ng the same coverage ARBITRATION AND ALTERNATE DISPUTE RESOLUTION The parties may agree to settle any d~sputes under th~s Agreement by submitting the d~spute to arbitration or other means of alternate dispute resolution, such as mediation No arbitration or alternate d~spute resolution arising out of or relating to this Agreement, ~nvolwng one party's d~sagreement, may ~nclude the other party to the disagreement w~thout the other's approval TERMINATION OF AGREEMENT A Notwithstanding any other proms~on of th~s Agreement, either party may terminate by g~vmg thirty (30) days' advance written not~ce to the other party B Th~s Agreement may be terminated ~n whole or ~n part xn the event of rather party substantially fmllng to fulfill its obhgat~ons under this Agreement No such termination wall be affected unless the other party ~s g~ven (1) written notme (dehvered by certified mml, return recetpt requested) of ~ntent to tenmnate and setting forth the reasons specifying the non-performance, and not less than thirty (30) calendar days to cure the fadure, and (2) an opportumty for consultation w~th the terminating party prior to termmatton C If the Agreement ts terminated prior to completion of the services to be prowded hereunder, CONSULTANT shall ~mmedmtely cease all services and shall render a final bill for services to the OWNER within thirty (30) days after the date of termination The OWNER shall pay CONSULTANT for all servmes properly rendered and satisfactorily performed and for reimbursable expenses to termination ~ncurred prior to the date of termination, ~n accordance w~th Article V "Compensation" Should the OWNER subsequently contract w~th a new consultant for the continuation of services on the ProJect, CONSULTANT shall cooperate in prowdlng ~nformat~on The CONSULTANT shall turn over all documents prepared or fumxshed by CONSULTANT pursuant to th~s Agreement to the OWNER on or before the date of termination, but may malntmn copies of such documents for ~ts use ARTICLE XIII RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the OWNER shall not constitute, nor be deemed a release of the responsibility and habd~ty 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 respons~bdlty by the Page 6 OWNER for any defect in the design or other work prepared by thc CONSULTANT, ItS employees, subcontractors, agents, and consultants ARTICLE XIV NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mall, return receipt requested, unless otherwise specified herein Mailed notices shall be deemed communicated as of three (3) days' mailing To CONSULTANT To OWNER Lee Head, Pnnclpal City of Denton Alan Plummer Associates, Inc Howard Martin 7524 Mosler View Court Assistant City Manager/Utthtles State 200 215 East McKmney Fort Worth, Texas 76118 Denton, Texas 76201 All notices shall be deemed effective upon receipt by the party to whom such notice ~s given, or within three (3) days' mailing ARTICLE XV ENTIRE AGREEMENT This Agreement, consisting of 10 pages and 1 exhibit, constitutes the complete and final expression of the agreement of the parties, and ~s intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof ARTICLE XVI SEVERAB1LITY 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 cause the remainder to be invalid or unenforceable In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision Page 7 ARTICLE XVII 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 heremafter be amended DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not dlscnmmate against any person on the basis of race, color, religion, sex, national ongm or ancestry, age, or physical hamhcap xix PERSONNEL A The CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement Such personnel shall not be employees or officers of, or have any contractual relations with the OWNER CONSULTANT shall inform the OWNER of any conflmt of interest or potentml conflict of interest that may arise during the term of this Agreement B All servmes required hereunder will be performed by the CONSULTANT or under its supervision All personnel engaged in work shall be quahfied, and shall be authorized and permitted under state and local laws to perform such services ASSIGNABILITY The CONSULTANT shall not assign any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the OWNER ARTICLE XXI MODIFICATION No wmver or modification of this Agreement or of any covenant, condition, or hmltation herein contmned 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 m evidence in any proceeding arising between the part~es hereto out of or affecting this Agreement, or the rights or obhgat~ons of the parties hereunder, and unless such waiver or modfficatlon is in writing and duly executed, and the part,as further agree that the provisions of this section will not be waived unless as set forth herein Page 8 ARTICLE XXII MISCELLANEOUS A The £ollowmg exhibits are attached to and made a part of th~s Agreement Exinb~t "A" B CONSULTANT agrees that OWNER shall, until the expiration of three (3) years after the final payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers, and records of the CONSULTANT lnvolwng transactions relating to th~s Agreement CONSULTANT agrees that OWNER shall have access during normal working hours to all necessary CONSULTANT faclhtles and shall be prowded adequate and appropriate working space in order to conduct audits in eomphance w~th th~s section OWNER shall g~ve CONSULTANT reasonable advance notice of intended audits C Venue of any stat or cause of action under th~s Agreement shall he exclusively ~n Denton County, Texas This Agreement shall be construed ~n accordance 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 Lee Head However, nothing here~n shall hm~t CONSULTANT from using other qualified and competent members of its firm to perform the services reqmred herein E CONSULTANT shall commence, carry on, and complete any and all projects w~th all apphcable dispatch, ~n a sound, econommal, and efficient manner and in accordance with the prows~ons hereof In aceomphsh~ng the projects, CONSULTANT shall take such steps as are appropriate to ensure that the work involved ~s properly coordinated with related work being earned on by the OWNER F The OWNER. shall assist the CONSULTANT by placing at the CONSULTANT's d~sposal all available mformat~on pertinent to the Project, including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for the CONSULTANT to enter m or upon public and private property as reqmred for the CONSULTANT to perform services under th~s Agreement G The captmns of tins Agreement are for ~nformat~onal purposes only, and shall not in any way affect the substantive terms or conditions of thru Agreement IN WITNESS HEREOF, the C~ty of Denton, Texas has caused th~s Agreement to be executed by its duly authorized City Manager, and CONSULTANT has executed th~s Agreement thro~g~h Its duly authorized undersigned officer on th~s the bCd day of ~5)~L/Z~t~~- , ~ 9_Y22_ Page 9 CITY OF DENTON, TEXAS ATTEST JENNIFER WALTERS, CITY SECRETARY HERBERT L PROUTY, CITY ATTORNEY CONSULTANT Pnnc~pal WITNESS Page 10 EXHIBIT "A" Scope of Work Denton Wastewatcr Treatment / Solid Waste Long-Term Planning Evaluation A - Waste~ ater Treatment In conjunction with City personnel, dexelop long-term population project,ons (50)ear) using the City's current impact fee population projections and population distributions, the NCTCOG area-wide population projections and TSZ distributions, and TWDB long-term population projections for the City's wastewater service area and the Hickor) Creek and Clear Creek drmnage basins wlttun ~he City's service areas 2 Based on the population projecuorl~'developed m Task A I, develop projected wastewater flow rates for the City's entire wastewater service area and the H~ckor) Creek and Clear Creek drainage basins Waslewater flow generation will be based on the projected populations, extrapolating tustoncal per capita flor, rates as provided by the City, and estimates of commercial/industrial flow contributions and 1/I rates 3 Project potentml discharge parameters for discharging ~nlo Pecan Creek and H~ckor) and Clear Creeks at the flow rates projected 4 Locate general areas to site a satelhte ~ astewater treatment plant ~n the l-hckor, Creek basra and the Clear Creek basin 5 De~elop an ~,erx~exs wasle~,,ater treatmenl s~te master plan and expansion implementation plan for the Pecan Creek WWTP both with and v~thoul satellite treatment plants in the Hickor~ Creek and Clear Creek basins Include an alternallve d~smfect~on e~,aluat~on to the current chlorme/dechlonnatlon practices used at the WWTP Consider the impact of x~asle~,ater reuse on the various altemau~,e disinfection options Also, Include the impact of the EPA's Clean Asr Act and ARPP reqmremenls 6 Des clop plarmmg le~ el opinions of cost for each altemau~e ~,,astex~ ater plan ex alualed ~n Task A5 7 Prepare a Technical Memorandum describing the es aluatlons and results and submit fix e copies tn Draft form for Cllx reste~ 8 Incorporate ans comments flora the C~x stall' and submit 20 final copses the Technical Memorandum to the C~h (A) Re~le~s a%adable data and mformauon presented b~ the Cit~ (B) gather data for areas required per production rate, and (C) Ment~F, kcs fnncllons and fealures of each facflltx 2 Ls~ng population projecllons determined m Task AI (under Wastess ater Treatment) prepare production tales of,,~mslar operations and delermlne population per product Translale populatmn per product to acres per product £or the l'ollo~vmg products A Vehicle stora~?e and maintenance racfl~t,, B Personnel I'acfll~ CCompostmg operahons Material recover, £acsht), Wood products 2 Cardboard and paper badmg 3 Conc~ ere/asphalt recychng 4 Aluminum products 4 Ident~y area for scales at landfill Identi~ area t~or earthen malenal storage for landfill 6 Plan areas for expansion w~th nunlmal relocauon at a later date 7 Prepare a map designating areas for ea;h facd~ty/operat~on along w~th trat~c flow d~rect~ons 8 Ident~ alternate methods ol'landfill organizabon, and x~,ork wflh Ctly staff to select the opumum method 9 Recommend key land purchases required to ma.x~m~ze operauons eflic~enc', De~ elop a proposed ~mplementat~on schedule C, Meetm~zs Include 5 separate 4-hour meetings wsth the C~ty staff dunng Ihe course of the es aluauon Lump Sum $44,000 (excluding altemal~,,e d~sm£ect~on e~ alualton) Lump Sum $53,000 (including allemat~xe thsmfectton exaluatmn)