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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