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1997-218 O INANCE NO AN ORDINANCE AUTHORIZING THE CITY MANAGER TO ENTER INTO A PROFES- SIONAL SERVICES CONTRACT WITH CARTER & BURGESS, INC FOR PROFES- SIONAL ENGINEERING SERVICES TO DESIGN THE DENTON WEST LIFT STATION FORCEMAIN, AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR, AND PRO- VIDING AN EFFECTIVE DATE THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS ~ That the City Manager is hereby authorized to enter into a professional services contract w~th Carter & Burgess, Inc for professional engineering services to design the Denton West lift station forcemmn, a copy of which is attached hereto and incorporated by refer- ence herem ~ That the City Manager is authorized to expend funds as required by the attached contract ~ That this ordinance shall become effective immediately upon its passage and approval the ~L-~ PASSED AND APPROVED th~s -L/ day of~__, 1997 ATTEST JENNIFER WALTERS, CITY SECRETARY E \DOCS\0RD'~DENTON WEST ORD PROFESSIONAL SERVICES AGREEMENT FOR DENTON WEST LIFT STATION FORCEMAIN STATE OF TEXAS § COUNTY OF DENTON § n THIS AGREEMENT ~s made and entered into as of the ~_~__' _ day of ~, 1997, by and between the City of Denton, a Texas Munl~ipal Corporation, with 1ts prlnc~pal off~ce at 215 E McK~nney Street, Denton, Denton County, Texas 76201, (hereinafter sometimes referred to as "OWNER") and Carter & Burgess, Inc , with corporate off~ce at 7950 Elmbrook, Suite 250, Dallas, Texas 75247- 4951, hereinafter called the (,,CONSULTANT") acting here~n, by and through their duly authorlzed representative WITNESSETH, that in consideration of the covenants and agreements herein contained, the part~es hereto do mutually agree as follows' EMPLOYMENT OF CONSULTANT The OWNER hereby contracts w~th CONSULTANT, as an independent contractor, and the CONSULTANT hereby agrees to perform the services herezn zn connection with the Project as stated in the sections to follow, with dlllgence and in accordance with the professional standards customarily obtained for such services ~n the State of Texas The professional services set out herezn are in connection with the following described project The Project shall include without limitation, the design of a sanitary forcemain The forcemaln w~ll run from the Denton West Lift Station located on Ryan Road, west of Teasley Lane (FM 2181) north to the entrance of Sundown ranch where ~t will connect to an existing 12" forcema~n approximately 5,500 feet SCOPE OF SERVICES The CONSULTANT shall perform the following services in a professional manner A The CONSULTANT shall perform all those services as necessary and as described in CONSULTANT's letter dated Aprll 14,1997 , whlch is attached hereto and made a part hereof as Exhibit "A" as if written word for word herein B If there is any conflict between the terms of this agreement and the exhibits attached to this agreement the terms and conditions of this agreement will control over the terms and conditions of the attached exhibits or task orders ADDITIONAL SERVICES Additional Services to be performed by the CONSULTANT, ~f authorized by the OWNER, which are not included ~n the above described baslc 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 w~th the Texas Natural Resource Conservation Commission, U S Environmental Protection Agency, or other regulatory agencies The CONSULTANT will assist OWNER personnel on an as- needed basis in preparing compliance schedules, progress reports, and providing general technical support for the OWNER's Page 2 compliance efforts B Assisting OWNER or Contractor 1n the defense or prosecution of litigation ~n connectlon with or in addition to those services contemplated by th~s Agreement Such services, if any, shall be furnished by CONSULTANT on a fee basis negotiated by the respective parties outside of and in addition to this Agreement C Sampling, testing or analysis beyond that specifically included in Basic Services D Preparing copies of Computer Aided Drafting (CAD) electronlc data bases, drawings, or fzles for the OWNER's use in a future CAD system E Preparmng applzcatlons and supporting documents for government grants, loans, or planning advances and providing data for detailed appl~catlons F Appearing before regulatory agencies or courts as an expert witness ~n any litigation w~th third parties or condemnation proceedings arising from the development or constructlon of the Project, including the preparation of engineerIng data and reports for asszstance to the OWNER G Providing geotechnlcal ~nvestlgatlons for the site including so~l borzngs, related analyses and recommendations H Addition of telemetry or other data transmission devlces I Any other services not listed as Basic Services in letter proposal of April 14, 1997 ARTICEI~ PERIOD OF SERVICE Th~s Agreement shall become effective upon execution by the Page 3 OWNER and the CONSULTANT of thms Agreement and upon mssue of a notmce to proceed by the OWNER and shall remamn mn force for the permod whmch may reasonably be requmred for the completmon of the Project, mncludmn9 Addmtlonal Servmces, mf any, and any requmred extensions approved by the OWNER Thzs Agreement may be sooner termmnated mn accordance wmth the provmszons hereof Tmme is of the essence mn thmsAgreement The CONSULTkNT shall make all reasonable efforts to complete the servmces set forth heremn as expedmtmously as possmble and to meet the schedule establzshed by the OWNER, actmng through mrs Cmty Manager or hms desmgnee ARTICLE V COMPENSATION A COMPENSATION TERMS 1. "Subcontract Expense" is defmned as expenses mncurred by the CONSULTANT mn employment of others mn outsmde firms for services mn the nature of geotechnmcal, electrmcal, pump/statzon recommendatzons and desmgns 2. "Dmrect Non-Labor Expense" ms defmned as that expense for any asszgnment mncurred by the CONSULTANT for supplmes, transportatmon and equmpment, travel, communzcatmons, subslstence and lodging away from home and slmmlar zncldental mn connection wmth that assmgnment B BILLING AND PAYMENT For and in consideration of the professmonal servmces to be performed by the CONSULTANT herein, the OWNER agrees to pay based on raw labor rate times a multmpller of 3.0 and expenses, subcontractors and subconsultants wmll be remmbursed at cost plus Ten (10) percent, a total fee mncludzn9 remmbursement for dzrect non-labor expense not to exceed Seventeen Thousand Eight Hundred Thzrty Dollars and Zero Cents ($17,830 00) Page 4 Partaal payments to the CONSULTANT wall be made on the basas of detailed monthly statements rendered to and approved by the owner through ars Caty Manager or his designees, however, under no carcumstances shall any monthly statement for services exceed the value of the work performed at the time a statement as rendered The owner may wathhold the fanal 5% of the contract amount untal completion of the project Nothang contaaned in thas Artacle shall require the owner to pay for any work whach as unsatasfactory as reasonably determined by the Caty Manager or has desagnee or which ~s not submitted in complaance with the terms of this contract The City shall not be required to make any payments to the CONSULTANT when the CONSULTANT is an default under this contract It as specafically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to thas agreement whach would require addataonal payments by the OWNER for any charge, expense or reimbursement above the maximum not to exceed fee as stated without first havang obtained wratten authorizataon from the OWNER The CONSULTANT shall not proceed tO perform the services listed in Artacle IV Addatlonal Services, wathout obtainang prior wratten authorazatlon from the owner C ADDITIONAL SERVICES For additaonal services authorized in wratang by the OWNER an Article IV, the CONSULTANT shall be paad based on the Schedule of Charges at the rate shown an Artacle V, Paragraph B Payments for addational services shall he due and payable upon submission by the CONSULTANT and shall he in accordance wath s~bsectaon B hereof Statements shall not be submitted more frequently than monthly Page 5 D PAYMENT If the OWNER fails to make payments due the CONSULTANT for services and expenses within sixty (60) days after receipt of the CONSULTANT'S undisputed statement thereof, the amounts due the CONSULTANT will be increased by the rate of one percent (1%) per month from 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, in accordance with this Article V, CompensatIon ARTICLE VI OBSERVATION AND 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 ~ VII OWNERSHIP OF DOCUMENTS Ail 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 this project and OWNER'S use of these documents in other pro]ects shall be at OWNER'S sole risk and expense In the event the OWNER uses the Agreement in another pro3ect or for other Page 6 purposes than specified herein any of the information or materials developed pursuant to this agreement, CONSULTANT is released from any and all liability relating to their use in that project ARTICLE VIII INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER CONSULTANT shall not have or claim any right arising from employee status ARTICLEIX 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 l~abllity, claims, demands, damages, losses and expenses, including but not limited to court costs and reasonable attorney fees incurred by the OWNER, and including without limitation damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of the CONSULTANT or its officers, shareholders, agents, or employees ~n 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 filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved ARTICLE X INSURANCE During the performance of the Services under this Agreement, Page 7 CONSULTANT shall maintain the following insurance with an insurance company licensed to do business in 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 ln3ury 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 L~ablllty Insurance with bodily injury l~m~ts 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 ~n accordance with statutory requirements and Employers' Llab~llty Insurance w~th l~m~ts of not less than $100,000 for each accident D Professional Llabll~ty Insurance with l~mlts 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 ~nsurance policies shall name the OWNER as an additional ~nsured on all such policies except ~Professlonal L~ablllty Insurance" and shall contain a provlslon that such insurance shall not be canceled or modified without 30 days prior written notice to OWNER and CONSULTANT In such event, the CONSULTANT shall, prior to the effective date of the change or cancellation, serve substitute policies furnishing the same coverage Page 8 ARTICLE XI 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 resolution arising out of or relating to, this agreement Involving one party's disagreement may ~nclude the other party to the disagreement without the other's approval TERMINATION OF AGREEMENT A NOtwithstanding any other provision of this Agreement, either party may terminate by giving thirty (30) days advance written notice to the other party B This agreement may be terminated in whole or in part in the event of either party substantially falling to fulfill ~ts obligations under this Agreement No such termination will be affected unless the other party ~s given (1) written notice (delivered by certified mall, 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 prior to termination C If the agreement is terminated prior to completion of the ser- vices to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final bill for services to the owner within 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 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 Page 9 s~rvlces on the pro3ect, CONSULTANT shall cooperate in providing l~formatlon The CONSULTANT shall turn over all documents p~epared or furnished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination but may maintain copies of such documents for its 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, 1ts 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 ~n 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 underlthis 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 herein Mailed notices shall be deemed communicated as of three days mailing To CONSULTANT To OWNER Carter & Burgess, Inc C~ty of Denton ATTN David S W~lliams ATTN Gerald P Cosgrove, P E ProjeCt Manager Engineering Administrator 7950 Elmbrook, Suite 250 901-A Texas Street Dallas, Texas 75247-4951 Denton, Texas 76201 Page 10 All notmces shall be deemed effective upon receipt by the party to whom such notice is given or within three days mailing 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 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 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 shall not cause the remainder to be invalid or unenforceable In such eventi 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 COMPLIANCE WITH LAWS The CONSULTANT shall comply with all federal, state, local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now read or herelnafter be amended Page 11 ARTICLE XVIII DISCRIMINATION PROHIBITED In performln9 the services required hereunder, the CONSULTANT shall not dlscr~mznate agaznst any person on the bas~s of race, color, rel~ion, sex, national orl~n or ancestry, a~e, or physical hand~cap ART CL XIX PERSONNEL A The CONSULTANT represents that ~t has or will secure at its own expense all personnel required to perform all the services requzred under this Agreement Such personnel shall not be employees or officers of, or have any contractual relations wzth the city CONSULTANT shall ~nform the OWNER of any confllct of interest or potential conflict of ~nterest that may arise durln9 the term of th~s Agreement B All services required hereunder wzll be performed by the CONSULTANT or under ~ts supervision All personnel engaged zn 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 ~nterest ~n thzs A~reement and shall not transfer any interest in this A~reement (whether by assignment, novation or otherwise) w~thout the prior written consent of the OWNER ARTICLE XXI MODIFICATION No waiver or modlfzcat~on of th~s a~reement or of any covenant, condition, l~m~tat~on herein contained shall be valzd unless in wrlt~n9 and duly executed by the party to be char~ed therewith and Pa~e 12 no evldence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the part~es hereto out of or affecting thls Agreement, or the rights or obligations of the part~es hereunder, and unless such waiver or modification ~s in writing, duly executed, and, the part~es further agree that the prov~slons of this section w~ll not be waived unless as here~n set forth ARTICLE XXII MISCELLANEOUS A The following exhibits are attached to and made a part of this Agreement (l~st exhibits) Exhibzt A Aprzl 14, 1997 Letter B CONSULTANT agrees that OWNER shall, until the expiration of three (3) years after the fznal 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 thlsAgreement CONSULTANT agrees that OWNER shall have access durzng normal workzng hours to all necessary CONSULTANT faczlztles and shall be provzded adequate and appropriate workzng space zn order to conduct audits zn compliance with th~s section OWNER shall g~ve CONSULTANT reasonable advance notice of zntended audits C Venue of any suzt or cause of action under this Agreement shall lze exclusively in Denton County, Texas Thzs Agreement shall be construed zn accordance wzth the laws of the State of Texas D For the purpose of this Agreement, the key person who wmll perform most of this work hereunder shall be Brad Meyer and David Wmllmams However, nothlng herein shall lmmmt CONSULTANT from using other quallfmed and competent members of themr flrm to perform the services required heremn Page 13 E CONSULTANT shall commence, carry on, and complete any and all projects with all applicable dIspatch, in a sound, economical, efficient manner, and, in accordance with the provisions hereof In accomplishing the projects, CONSULTANT shall take such steps as are approprzate to ensure that the work involved is properly coordinated with related work being carried on by the OWNER F The OWNER shall assist the CONSULTANT by placing at the CONSULTANT's disposal all available information pertinent to the project, Including previous reports, any other data relative to the project and arranging for the access to, and make all provisions for the CONSULTANT to enter in or upon, public and private property as required for the CONSULTANT to perform services under this Agreement Reuse of any documents or other deliverables, including electronic media, pertaining to the Project by Client of any purpose other than that for which such documents or deliverables were originally prepared, or alteration of such documents or deliverables without written verification or adaptation by Rust for the specific purposes intended, shall be at the Client's risk G The captions of this Agreement are for informational purposes only and shall not in any way affect the substantive terms or comditions of this Agreement 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 Agreem~Dt through lt~ duly authorized undersigned officer on t is day of ~IT¥ O~ DENTON, TEX~S Ted Benav~des, City Manager Page 14 ATTEST JENNIFER WALTERS,~TY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY CARTER & BURGESS, INC Name ~/~ p~) WITNESS Page 15 ICarter ,: Burgess Consultants m Eng~neerrng Architecture Planning (]nd the Environment April 14, lgg7 Mr Gerald P Cosgrove, P E Eng~neenng Adm~mstrator Denton Mumc~pal Utilities Qty of Denton, Texas 901-A Texas Street Denton, Texas 76021 RE Proposal for Qty of Denton Force Ma~n from the Denton West L~ft Station to the entrance of Sun Down Ranch Dear Mr Cosgrove Carter & Burgess, Inc (C&B) is pleased to submit th~s proposal to design approximately 5,500 feet of 12-~nch sewer force ma~n The force ma~n w~ll replace an ex~st~ng 8-~nch section of sewer force main which presently serves from the Denton West L~ff Station to the entrance of Sun DoWn Ranch Estates The maJority of the force main w~ll convey sewage along F M 2181 Th~s proposal outlines our project approach and prowdes our proposed work scope to design the above mentioned sewer force ma~n The basic services contract will be $17,830 00 The objective of this project is to set the alignment and produce detailed construction plans and special conditions specifications for a 12-inch sewer force mare (s~zmg of the sewer ~s provided by the Qty of Denton) The 12-inch force main w~ll replace an existing 8-inch force mare The majontYlof the replacement force main will be la~d along the east s~de of F M 2181 and follow the ex~stmg force main aflgnment The southern portion of the force main, approximately from the West I~ station to F M 2181, w~ll be rarouted Land owner easements, C~ty right-of-way, and h~ghway right-of-way documents w~ll be researched by Carter & Burgess The easementJnght-of-way Informat~on will be placed on the plan and profile sheets which w~ll a~de the finallforce main routing Carter & Burgess w~ll also prowde a survey of the area that will be used for detailed design Location of utilities w~il ~nvolve research of C~ty and pnvate ubhty plans, ahd field survey verification The proposed scope of work ~s organized ~nto five work tasks which ara described below Data from each task ~s necessary to formulate a professional op;mon regarding the design and EXHIBIT Carter & ~urgess Inc ~0 ~-ir ~,l L,, t 2~u Dc, ilas T~x~¢ 752~7 _e~} placement of the 12-~nch wastewater force ma~n Task 1 'i Plan Seamh for C~tv and onvate utlht?= Task 1 w~ll include researching the C~ty of Denton vaults, and contacting private ut~ht~es for ~dent~fy~ng all known ut~ht~es along the proposed mute Task 2 -I RIoht-of-Wav/Easement Research and Easement PreDar~ltlPrl Carter & Burgess w~tl research right-of-way/easement documents along the route of the propoae¢l 12-~nch sewer force man The property owners along the routing w~ll be ~dentified and g~ven to the City of Denton Carter & Burgess w~ll contact the property owners for survey permission New easements, or existing easements that will need to be modified for force main placement, will also be ~dentlfied New easement documents w~ll be prepared for the reroutlng of the PrloPceed force ma~n along the southern port~on of the force ma~n routing (approximately from thelWest hft statmn to F M 2181) Task 3 -!Field Survey of the Pmoosed Force Main Rout~ Carter &l Burgess w~ll prowde field survey for the proposed force main routing The survey will ~dent~fy all waible utiMlee, roads, and other possible construction confl~cts The survey will be used as the base for the plan and profile sheets Task 4 -!Plans for Construction Carter &l Burgess wIll prepare constructmn plans and special conditions specifications for the project iThe plans will consist of plan and profile sheets and standard detail sheets for the force ma~n construction Standard C~y of Denton details w~ll be used where possible Standard C~ty specifications will be used and supplemented by special conditions specifications by Carter & aurgesallf necessary Our lump sum coat to provide the basic services outlined above is $17,830 00 Carter 8, Burgess can begin work on this project immediately based on your wntten authoflzetlon The preliminary alignment will be verbally d~scussed w~th you pnor to issuance of the term~s of this agreement Monthlyl~nvolces will be ~ssued by Carter & Burgess for all work performed under the terms of this agreement Invoices are due and payable on receipt ADDITIONAL SERVlCI~ The foll0wmg service ~s not included m the basic serv~cas contract, but can be prowded by C&B at the clients request Select~on ofth~s serv~ca may be based on the chant's approval Due to the varying nature of the add~bonal service, the service will be prowded on a per unit bas~s 1 Any parcels that are Identified for easement preparation for the proposed force ma~n alignment will be suppl~ed on a per parcel bas~s (one estimated parcel) To authorize commencement of the outhned Scope of Work, please sign both cop~es of th~s proposal and return one copy to C&B We look forward to the opportumty to prowde you and the C~ty of Denton w~th professional engineering sen/~ces Should you have any questions regarding our proposal, please do not hesitate to contact me at 214/638-0145 S~ncerely, CARTER & BURGESS, INC. David S Williams, EIT Project Manager Public Works D~wslon PROPOSAL ACCEPTAN~ Upon receipt of th~s s~gned proposal acceptance form, Carter & Burgess, Inc will proceed w~th the outlined scope of work Accepted for Client: CITY OF DENTON Bv. Signature Date BV. SignatUre Date