1997-217 ORDINANCE NO {?-~/f
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO ENTER INTO A PROFES-
siOSAL SERVICES CONTRACT W~T~ RUS* LICmTE~JAMESON FOR PROFES-
SIONAL ENGINEERING SERVICES ON THE RANCHO DEL LAGO LIFT STATION,
AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING AN EF-
FECTIVE DATE
THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS
~ That the Ctty Manager m hereby authorized to enter tinG a profesmonal
servmes contract wtth Rust Lmhhter/Jameson for professional engmeenng servmes on the Ran-
cho del Lago lift statton, a copy of winch m attached hereto and tncorporated by reference herein
~ That the Ctty Manager ts authorized to expend funds as reqmred by the
attached contract
~ That tins ordinance shall become effecnve tmmedtately upon ~ts passage
and approval
PASSED AND APPROVED fins the ~ day of ~=ff~_, 1997
ATTEST
JENNIFER WALTERS, CITY SECRETARY
APP NED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
E 'd)OCS\OKD~R~NCHO DEL LACK) ORD
PROFESSIONAL SERVICES AGREEMENT
FOR TEMPORARY LIFT STATION DESIGN - RANCH DEL LAGO
STATE OF TEXAS §
COUNTY OF DENTON §
THIS AGREEMENT is made and entered into as of the ~ -- day of
o' 1997, by and between the City of Denton, a Texas
rporatzon, wmth its principal off~ce at 215 E McKlnney
Street, Denton, Denton County, Texas 76201, (hereinafter sometimes
referred to as "OWNER") and Rust L~chl~ter/Jameson, w~th zts
corporate off~ce at 1420 W Mockingbird Ln , Suite 300, Dallas,
Texas 75247, hereinafter called the ("CONSULTANT") acting herein, by
and through their duly authorized representatlve
WITNESSETM, that in consideration of the covenants and
agreements here~n contained, the part~es hereto do mutually agree as
follows
ARTICLE !
EMPLOYMENT OF CONSULTANT
The OWNER hereby contracts wzth CONSULTANT, as an ~ndependent
contractor, and the CONSULTANT hereby agrees to perform the servmces
here~n in connection w~th the Project as stated in the sections to
follow, with diligence and in accordance w~th the professional
standards customarily obtained for such services ~n the State of
Texas The professional services set out herezn are in connection
w~th the following described project
The Project shall include without limitation, the design of a
sanitary lift station, forcemaln and gravity sewer to serve the
Rancho del Lago subdzv~s~on The lzft station will be located near
the ~ntersection of Cooper Creek and Trzn~ty Road The forcemazn
and gravity llne wlll connect th~s l~ft station w~th the Gr~ssom
Lift Station located approxzmately 3,800 feet to the south on
Trlnlty Road
SCOPE OF SERVICES
The CONSULTANT shall perform the following services ~n a
professional manner
A The CONSULTANT shall perform all those services as necessary and
as described in CONSULTANT's letter dated May 14,1997, Paragraph
A, which ~s attached hereto and made a part hereof as Exhibit
"A" as if written word for word heremn
B If there is any conflzct between the terms of th~s agreement and
the exhibits attached to th~s agreement the terms and conditions
of th~s agreement will control over the terms and condltzons of
the attached exhibits or task orders
~ III
ADDITIONAL SERVICES
Addmtional Servzces to be performed by the CONSULTANT, ~f
authorized by the OWNER, which are not ~ncluded ~n the above
described basic services, are described as follows
A During the course of the project, as requested by OWNER, the
CONSULTANT will be available to accompany OWNER's personnel when
meeting with the Texas Natural Resource Conservation Commzss~on,
U S Environmental Protection Agency, or other regulatory
agencies The CONSULTANT w~ll assist OWNER personnel on an as-
~ge2
needed basis in preparing compliance schedules, progress
reports, and providing general technical support for the OWNER's
compliance efforts
B Assisting OWNER or Contractor in the defense or prosecution of
lzt~gat~on ~n connection w~th or in addition to those services
contemplated by thlsAgreement Such services, if any, shall be
furnished by CONSULTA/gT on a fee bas~s negotiated by the
respective part~es outslde of and in addition to th~s Agreement
C Sampling, testing or analysis beyond that specifically lncluded
· n Basic Services
D Preparing cop~es of Computer Aided Drafting (CAD) electronic
data bases, drawings, or f~les for the OWNER's use ~n a future
CAD system
E Preparing applications and supportlng documents for government
grants, loans, or planning advances and providing data for
detailed applzcatzons
F Appearing before regulatory agencies or courts as an expert
witness in any l~tlgat~on wzth third part~es or condemnatzon
proceedings arzsing from the development or construction of the
Project, includzng the preparatzon of engineering data and
reports for assistance to the OWNER
G Addition of telemetry or other data transmission devices
H Preparation of easement and/or r~ght~of-way documents
I Any other services not lmsted as Basic Services ~n letter
proposal of May 14, 1997, or as set forth as Basic Services ~n
this Contract
Page 3
ARTICLE I__V
PERIOD OF SERVICE
This Agreement shall become effective upon execution by the
OWNER and the CONSULTANT of this Agreement and upon issue of a
notice to proceed by the OWNER and shall remain ~n force for the
perlod whlch may reasonably be required for the completion of the
Project, ~nclud~ng Addltlonal Services, ~f any, and any required
extensions approved by the OWNER Th~s Agreement may be sooner
terminated ~n accordance wlth the provisions hereof T~me ~s of the
essence ~n th~s Agreement. The CONSULTANT shall make all reasonable
efforts to complete the services set forth here~n as expedlt~ously
as possible and to meet the schedule established by the OWNER,
acting through ~ts C~ty Manager or h~s designee
ARTICLE ~
COMPENSATION
A COMPENSATION TERMS
i "Subcontract Expense" is defmned as expenses ~ncurred by the
CONSULTANT in employment of others in outside f~rms for
services in the nature of geotechn~cal, electrical,
pump/station recommendatlons and designs
2. "D~rect Non-Labor Expense" ~s defined as that expense for
any assignment incurred by the CONSULTANT for supplies,
transportation and equipment, travel, communications,
subsistence and lodging away from home and s~mllar
incidental ~n connection w~th that assignment
B BILLING AND PAYMENT
For and ~n consideration of the professional services to be
performed by the CONSULTANT herein, the OWNER agrees to pay
based on the cost estimate detail at the rate shown in the
Letter dated May 14, 1997, Paragraph C, except that expenses,
Pa~ 4
subcontractors and subconsultants will be reimbursed at cost
plus Ten (10) percent, is attached hereto and made a part of
this agreement as if written word for word herein, a total fee
· nclud~ng reimbursement for direct non-labor expense not to
exceed Twenty Four Thousand F~ve Hundred Dollars and Zero Cents
($24,500 00)
Part~al payments to the CONSULTANT w~ll be made on the bas~s of
detailed monthly statements rendered to and approved by the
owner through ~ts City Manager or h~s designees, however, under
no circumstances shall any monthly statement for services exceed
the value of the work performed at the time a statement ~s
rendered The owner may w~thhold the f~nal 5% of the contract
amount until completzon of the project
Nothing contained in th~s Article shall require the owner to pay
for any work which is unsatisfactory as reasonably determined by
the C~ty Manager or his designee or whlch is not submitted in
compliance with the terms of this contract The C~ty shall not
be requzred to make any payments to the CONSULTANT when the
CONSULTANT is ~n default under thls contract
It is specifically understood and agreed that the CONSULTANT
shall not be authorized to undertake any work pursuant to this
agreement which would require additional payments by the OWNER
for any charge, expense or reimbursement above the maximum not
to exceed fee as stated w~thout flrst having obtained written
authorization from the OWNER The CONSULTANT shall not proceed
to perform the services listed ~n Article IV Additional
Services, without obtain~ngpr~or written authorization from the
owner
C ADDITIONAL SERVICES
For additional services authorzzed ~n writing by the OWNER ~n
Article IV, the CONSULTANT shall be pa~d based on the Schedule
Pag~ 5
of Charges at the rate shown ~n Article V, Paragraph B, but only
· f such services are authorized by the OWNER's C~ty Council
Payments for additional servlces shall be due and payable upon
submission by the CONSULTANT and shall be ~n accordance w~th
subsection B hereof Statements shall not be submitted more
frequently than monthly
D PAYMENT
If the OWNER falls 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%)
par month from the said sixtieth (60th) day, and ~n addition,
the CONSULTANT may, after giving seven (7) days' written not~ce
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 here~n ~f the owner reasonably determines that the work ~s
unsatisfactory, in accordance with this Article V, Compensation
~TICLE V__I
OBSERVATION A~;D REVIEW OF THE WORK
The CONSULTANT will exercise reasonable care and due diligence
· n discovering 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
Ail documents prepared or furnished by the CONSULTANT (and
Page 6
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
· s entltled to retain copies of all such documents The documents
prepared and furnished by the CONSULTANT are ~ntended only to be
applicable to this pro3ect and OWNER'S use of these documents ~n
other pro3ects shall be at OWNER'S sole r~sk and expense In the
event the OWNER uses the Agreement in another project or for other
purposes than specified herein any of the information or materials
developed pursuant to this agreement, CONSULTANT is released from
any and all l~ab~l~ty relating to their use in that project
ARTICLE VIII
INDEPENDENT CONTRACTOR
CONSULTANT shall provide servxces to OWNER as an xndependent
contractor, not as an employee of the OWNER CONSULTANT shall not
have or claim any right arising from employee status
ARTICLE I__X
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 llabmllty, claims, demands, damages, losses and expenses,
~nclud~ng but not limited to court costs and reasonable attorney
fees incurred by the OWNER, and including without llm~tatlon damages
for bodily and personal ~nJury, death and property damage, resulting
from the negligent acts or omissions of the CONSULTANT or 1ts
officers, shareholders, agents, or employees in the execution,
operation, or performance of this Agreement
Nothing in this Agreement shall be construed to create a
liability to any person who is not a party to this 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 f~led by
Page 7
anyone not a party to this Agreement, including the defense of
governmental immunity, which defenses are hereby expressly reserved
ARTICLE ~
INSURANCE
Durln9 the performance of the Services under this Agreement,
CONSULTANT shall maintain the following Insurance with an insurance
company licensed to do business zn the state of Texas by the State
Insurance Commission or any successor agency that has a rating with
Best Rate Carriers of at least an A- or above
A Comprehensive General Liability Insurance with bodily injury
limits of not less than $500,000 for each occurrence and not
less than $500,000 in the aggregate, and with property damage
limits of not less than $100,000 for each occurrence and not
less than $100,000 in the aggregate
B Automobile Liability Insurance with bodily zn]ury 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 zn accordance with statutory
requirements and Employers' Liability Insurance with limits of
not less than $100,000 for each accident
D Professional Liability Insurance with limits of not less than
$1,000,000 annual aggregate
E The CONSULTANT shall furnish insurance certificates at the
OWNER's request to evidence such coverages The insurance
policies shall name the OWNER as an additional ~nsured on all
such policies except "Professional Liability Insurance" and
shall contain a provision that such insurance shall not be
canceled or modified without 30 days prior written not~ce to
Page
OWNER and CONSULTANT In such event, the CONSULTANT shall,
prior to the effective date of the change or cancellation, serve
substitute policies furnishing the same coverage
ARTICLE X__I
ARBITRATION AND ALTERNATE DISPUTE RESOLUTION
The parties may agree to settle any disputes under this
Agreement by submitting the dispute to arbitration or other means of
alternate dispute resolution such as mediation No arbitration or
alternate dispute resolutzon arzs~ng out of or relating to, th~s
agreement lnvolv~ng one party's d~sagreement may ~nclude the other
party to the d~sagreement wzthout the other's approval
ARTICLE XII
TERMINATION OF AGREEMENT
A Notwithstanding any other provision of th~s Agreement, ezther
party may terminate by giving thirty (30) days advance written
notice to the other party
B Th~s agreement may be terminated in whole or ~n part in the
event of either party substantially fall~ng to fulfill ~ts
obligations under this Agreement No such termination w~ll be
affected unless the other party zs g~ven (1) written not~ce
(delivered by certified mail, return receipt requested) of
intent to terminate and setting forth the reasons specifying the
nonperformance, and not less than 30 calendar days to cure the
failure, and (2) an opportunity for consultation with the
terminating party przor to termination
C If the agreement is terminated prior to completion of the ser-
vices to be provided hereunder, CONSULTANT shall ~mmedlately
cease all services and shall render a f~nal bill for services to
the owner w~th~n 30 days after the date of termination The
Page 9
OWNER shall pay CONSULTANT for all services properly rendered
and satisfactorily performed and for reimbursable expenses to
termination incurred prior to the date of termination in ac-
cordance with Article IV, Compensation Should the OWNER sub-
sequently contract with a new CONSULTANT for the continuation of
services on the project, CONSULTANT shall cooperate in provzdlng
information The CONSULTANT shall turn over all documents
prepared or furnished by CONSULTANT pursuant to thzs Agreement
to the OWNER on or before the date of termination but may
maintain copies of such documents for zts use
ARTICLE XIII
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 City for any defect in the design or other
work prepared by the CONSULTANT, its employees, subcontractors,
agents and consultants
ARTICLE XIV
NOTICES
Ail 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 mall at
the address shown below, certified mall, return receipt requested
unless otherwise specified heremn Mailed notices shall be deemed
communicated as of three days mailing
Pag~ 10
To CONSULTANT To OWNER
Rust Llchllter/Jameson City of Denton
ATTN Rodney E Z~elke ATTN Gerald P Cosgrove, P E
Vice President Engineering Administrator
1420 W Mockingbird Ln , #300 901-A Texas Street
Dallas, Texas 75247 Denton, Texas 76201
Ail notices shall be deemed effective upon receipt by the party
to whom such notice is given or within three days mailing
ARTICLE XV
ENTIRE AGREEMENT
This Agreement consisting of 15 pages and one 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 thelr 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
SEVER3%BILITY
If any provision of this Agreement is found or deemed by a court
of competent ]urisdictlon to be invalid or unenforceable, it shall
be considered severable from the remainder of this Agreement shall
not cause the remainder to be Invalid or unenforceable In such
event, the party 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
ARTICLE XVII
COMPLIANCE WITH LAWS
The CONSULTANT shall comply with all federal, state, local laws,
Page 11
rules, regulatmons, and ordinances applmcable to the work covered
hereunder as they may now read or heremnafter be amended
ARTICLE XVIII
DISCRIMINATION PROHIBITED
In performmng the servmces required hereunder, the CONSULTANT
shall not dlscrlmmnate agamnst any person on the bas~s of race,
color, rel~gion, sex, national or~gln or ancestry, age, or physical
handicap
ARTICLE XIX
PERSONNEL
A The CONSULTANT represents that it has or w~ll secure at ~ts own
expense all personnel required to perform all the servmces
required under this Agreement Such personnel shall not be
employees or officers of, or have any contractual relations wmth
the city CONSULTANT shall ~nform the OWNER of any conflmct of
· nterest or potential conflict of mnterest that may arise durmng
the term of this Agreement
B All services required hereunder will be performed by the
CONSULTANT or under its supervlsmon All personnel engaged ~n
work shall be qualmfmed and shall be authorized and permitted
under state and local laws to perform such servmces
~RTICLE X__X
ASSIGNABILITY
The CONSULTANT shall not assign any ~nterest ~n this Agreement
and s~all not transfer any interest mn this Agreement (whether by
assignment, novation or otherwise) without the prior written consent
of the OWNER
ARTICLE XXI
MODIFICATION
Page 12
No waiver or modification of this 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 and
no evidence of any waiver or modificatIon shall be offered or
received in evidence in any proceeding arising between the parties
hereto out of or affecting this Agreement, or the rights or
obl~gatlons of the parties hereunder, and unless such waiver or
modification is in writing, duly executed, and, the parties further
agree that the provisions of this section will not be waived unless
as herein set forth
ARTICLE XXII
MISCELLANEOUS
A The following exhibits are attached to and made a part of this
Agreement (list exhibits)
Exhibit A May 14, 1997 Letter
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 involving
transactions relating to this Agreement CONSULTANT agrees that
OWNER shall have access during normal working hours to all
necessary CONSULTANT facilities and shall be provided adequate
a~d appropriate working space in order to conduct audits
compliance with this section OWNER shall give CONSULTANT
reasonable advance notice of ~ntended audits
C Venue of any suit or cause of action under this Agreement shall
lle exclusively ~n Denton County, Texas This Agreement shall
be construed in accordance with the laws of the State of Texas
D For the purpose of this Agreement, the key person who
perform most of this work hereunder shall be Rodney Zlelke
However, nothing herein shall limit CONSULTANT from using other
P~¢13
quallfmed and competent members of themr fmrm to perform the
servmces requmred herein
E CONSULTANT shall commence, carry on, and complete any and all
projects wmth all applmcable dmspatch, in a sound, econommcal,
efficient manner, and, mn accordance with the provmsmons hereof
In accomplmshmng the projects, CONSULTANT shall take such steps
as are appropriate to ensure that the work ~nvolved ms properly
coordinated with related work being carrmed on by the OWNER
F T~e OWNER shall assmst the CONSULTANT by placmng at the
CONSULTANT's d~sposal all available ~nformatlon pertmnent to the
pro3ect, includmng prevlous reports, any other data relatmve to
the pro3ect and arrangmn~ for the access to, and make all
provisions for the CONSULTANT to enter mn or upon, publmc and
prmvate property as requmred for the CONSULTANT to perform
servmces under thms Agreement Reuse of any documents or other
delmverables, mncluding electronmc medma, perta~nmn~ to the
Project by Clment of any purpose other than that for whmch such
documents or dellverables were orm~mnally prepared, or
alteratmon of such documents or delmverables without wrmtten
verzficatmon or adaptation by Rust for the specmfmc purposes
mntended, shall be at the Client's rmsk
G The captmons of this Agreement are for mnformatmonal purposes
only and shall not mn any way affect the substantmve terms or
conditions of thms Agreement
Page 14
IN WITNESS HEREOF, the City of Denton, Texas has caused this
Agreement to be executed by its duly authorized City Manager and
CONSULTANT has executed this Agr~t through ~horlze~
undersigned officer on this the ~_=_v day of
CITY OF DENTON, TEXAS
Ted Benav~des, C~ty Manager
ATTEST
APPROVED AS TO LEGAL FORM
RUST LICHLITER/JAMESON
Z~el
V~ce Pr~sldent
WITNESS
E \DOCS\K\LICH K
Page 15
HCHLITER/JAMESON
Envtronment& Infrastructure 1420 W Mockingbird Lane Sutt¢ 300
Consultsng Engineers Sctenusts and Planners Dallas TX 75247 4906
Tel (214) 630 8867
FAX (214} 631 8428
May 14, 1997
Mr Gerald P Cosgrove, P E
Eng~neenng Administrator
Denton Munlelpal Utflmes
901-A Texas Street
Denton, Texas 76201
Re Proposal for Englneenng Services for a Sallltary Sewer
Lift Station to serve the Rancho del Lago Subdivision
Dear Mr Cosgrove
Rust E&I appreelates flus opportumty to provide the City of Denton w~th a priced proposal for the
referenced project The proposed samtary sewer lift station is to be a temporary lift station that will
serve approximately 250 lots m the proposed Rancho del Lago Subdivision Tlus lift station vail be
abandoned, removed and replaced an the future by the City of Denton with a larger lift station that
will serve the Cooper Creek drainage area Due to the temporary nature of the lift station,
submersible pumps (no dry well) are proposed
Based on our review of the City of Denton's Desmn Standards for Sewage Lift Stations and our
knowledge of the project, we propose the following scope of services
A. BASIC SERVICES
1. Prelimmary D~lgll Submittal Prepare and submit a prehmmary design drawing
and report for the proposed lift station in accordance with the City's ~
Standards for Sewage Lift Stations
2. Desagn Survey. Perform an on the ground topographic survey of the proposed lift
station site and force mmn alignment as necessary for design of the facilities
3. Geoteehmeal Investigation. Contract and pay for a geotechmcal investigation of
the lift station s~te as required for design of the wet well The Basic Services will
include one boring only
Mr Gerald P Cosgrove, P E
May 14, 1997
Page 2
4 Final Design Submittal Plan, Profile, Details, and Specifications Complete the
referenced documents per the apphcable ])o~lgn Standards for Sewage Lift Stataons
Note that no telemetry or RTU system as proposed for thas hft station If the Caty
later requires telemetry or RTU, design for said system wall be performed under the
terms of"Addmonal Services" (see below)
5 Bidding. Assist the City in obtmmng blds for project constructaon, ~ncludang
a Prepare "Advertisement for Bads" to be pubhshed by the City
b Answer Contractor ~nqumes and prepare Addenda as required
6 Construetmn. Assist the Caty m admarastenng the consmactmn contract as follows
a Attend Pre-Construetaon meeting w~th the selected Contractor and Caty staff
b Rewew shop drawangs
c Attend a final mspectaon of the completed project w~th the City and
Contractor
d Provide as-built drawings
7. Construction Staking. Provide control poants for contractor constructmn stalang
B. ADDITIONAL SERVICES
Adchttonal Sennces are defined as servaces that are requested by the Owner or rcqmred for
project completaon wtueh fall outsade of the scope of Basic Services as outhned above
Addmonal Servmes nught analude, but are not hmlted to (1) Desagn of telemetry or other
data transnussmn devices, (2) Preparatmn of easement and/or right-of-way documents for
the force moan and/or lift s~atmn site, and (3) Other services outsade the scope of Basic
Serwces
C COMPENSATION
Rust E&I proposes to complete the Basic Services at for a fee of $24,500 00 Thas amount
v~ll not be exceeded without prior written authonzataon by the C~ty of Denton Addmonal
Sconces, when requested m wntmg by the C~ty of Denton, will be performed at t~me plus
materials basis as follows 1) Labor to be balled at raw labor rate (wages) t~mes a mult~pher
of 3 01 (2) Expenses to be billed at cost plus 15% (3) Subconsultants and subcontractors
to be balled at actual cost plus 15%
Mr Gerald P Cosgrove, P E
May 14, 1997
Page 3
Please call me if you have any questions or require additional information
Sme~erely, /
Rodney E Zlelke, P E
Vice President
Dallas DlWslon
REZ/tlj