1995-158E\WPDOCS\ORD~CARTER.O ,, -
ORDINANCE NO. ~
AN ORDINANCE APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE
AN AGREEMENT FOR ENGINEERING SERVICES WITH CARTER & BURGESS, INC.
FOR IMPROVEMENTS AT THE DENTON MUNICIPAL AIRPORT; AND PROVIDING AN
EFFECTIVE DATE.
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION I. That the City Council approves and authorizes the
City Manager to execute the attached agreement for engineering
services with Carter & Burgess, Inc. to provide improvements to the
Denton Municipal Airport. The City Manager is further authorized
to negotiate the compensation for the engineering services in
accordance with Section VI of the agreement, subject to the final
approval of the agreed upon figure for compensation by the City
Council.
SECTION II. That this ordinance shall become effective
immediately upon its passage and approval.
PASSED AND APPROVED this the/~day of ~, 1995.
BOB CASTLEBERRY, MA~~
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPROVED A~TO LEGAL FORM:
HERBERT L. PROUTY, CITY ATTORNEY
AGREEMENT FOR ENGINEERING SERVICES
STATE OF TEXAS §
COUNTY OF DENTON §
its duly authorized City Manager, hereinafter called the "OWNER"
and Carter & Burgess, Inc., a Texas corporation acting by
and through its duly authorized.~cu President_.. hereinafter called
. . ~,.~ ~ ~/~%w~,~z,w~ r~ .
the "ENGINEER" acting herein, Dy ana 5nrougn its representatIve,
duly authorized so to act for and on behalf of said ENGINEER.
WITNESSETH, that in consideration of the covenants and agree-
ments herein contained, the parties hereto do mutually agree as
follows:
SECTION I
EMPLOYMENT OF ENGINEER
The OWNER agrees to employ the ENGINEER as an independent contrac-
tor, and the ENGINEER agrees to perform professional engineering
services herein described in connection with the Project with
diligence and in accordance with the highest professional standards
customarily obtained for such services in the State of Texas as
stated in the sections to follow, and for having rendered such
services, the OWNER agrees to pay to the ENGINEER compensation as
stated in the sections to follow.
The Project shall include the following improvements to the Denton
Municipal Airport:
A. SCOPE OF AIRPORT IMPROVEMENTS
1. Reconstruction of aircraft parking apron, including
drainage improvements.
2. Construction of new terminal building.*
3. Construction of automobile parking area.*
4. Relocation of Masch Branch Road and amend Airport layout
plan (sheet 2 of 10) of the City of Denton Airport master
plan.
5. Acquisition of land for runway extension.
6. Construction of new T-hangars.*
7. Construction of 1,500' extension of Runway 17 and
parallel taxiway, including runway and taxiway lighting
and marking, PAPI, relocation of ILS, and amend Airport
layout plan (sheet 2 of 10) of the City of Denton Airport
master plan.
8. Installation of security fencing.
9. Construction of airport traffic control tower.
*Improvements ineligible for AIP funding.
SECTION II
PERIOD OF SERVICE
This Agreement shall become effective upon execution by the OWNER
and the ENGINEER and shall continue until the design and construc-
tion of the airport improvements described in Section I are com-
pleted. However, it is expressly understood and agreed to by the
parties that ENGINEER shall not commence the services set forth in
Section IA unless written authorization to proceed from OWNER has
been delivered to ENGINEER. The ENGINEER shall perform all the
services required in a timely manner, and shall complete same in
compliance with schedules established by OWNER. Time is of the
essence in this Agreement. This Agreement may be sooner terminated
in accordance with the provisions hereof.
SECTION III
BASIC SERVICES
The scope of basic services for the Study and Report Phase, Design
Phase, and Construction Phase will be restricted to approved and
funded improvements whether a Capital Improvement Project or an AIP
improvement. Subsequent funded improvements will receive engineer-
ing services when notification of allocation of funds is received.
The ENGINEER shall render the following professional services for
the development of the Project:
A. TASKS IN RFP'S AND PROPOSAL
ENGINEER shall perform all of these services described in the
OWNER's Request for Proposal #1767 and in ENGINEER's proposal
dated the 12th day of Ju]v , 1995, which
documents are attached respectivel~ as Exhibits "A" and "B"
and made a part of this Agreement as if written word for word
herein provided, however, in the case of any conflict between
the terms and conditions of this Agreement and Exhibits "A"
and "B", this Agreement shall govern over Exhibits "A" and "B"
and Exhibit "A" shall govern over Exhibit "B".
B. DEVELOP PREAPPLICATION
Prepare preapplications for submittal to the Federal Aviation
Administration for airport improvement and land acquisition
projects eligible to receive Airport Improvement Program
Funds. The projects to be in the application are identified
in the Scope of Airport Improvements, Section IA.
PAGE 2
C. STUDY AND REPORT PHASE
After written notice from the OWNER to proceed, the ENGINEER
shall:
1. Consult with the OWNER: (a) to review the scope of work,
(b) to verify the OWNER's requirements for the Project,
and (c) to review available data.
2. Advise OWNER as to the necessity of OWNER's providing or
obtaining data or services from others, and assist the
OWNER in connection with any such services.
3. Provide analyses of OWNER's requirements for the Project,
as verified in Section III, Paragraph B.i., including
planning, surveys, site evaluations, and comparative
studies of prospective sites and solutions.
4. Prepare a Report containing schematic layouts, sketches,
and conceptual design criteria with appropriate exhibits
to indicate the considerations involved and the alterna-
tive solutions available to OWNER and setting forth
ENGINEER's findings and recommendations with opinions of
probable construction costs for the Project, which
includes estimates of contingencies and allowances for
charges of professionals and consultants. Allowances for
the cost of land and rights-of-way, compensation for
damages to properties and interest and financing charges
will be provided by the OWNER or others so designated by
OWNER, all of which are hereafter called "Project Costs".
The alternate solutions shall be limited to not more than
three.
5. Furnish four copies of the Report to the OWNER. Present
and review the Report with the OWNER.
6. The OWNER will select a preferred alternative for each
airport improvement.
OWNER and ENGINEER agree that the services contemplated to be
performed by the ENGINEER cannot be defined sufficiently at
the time of execution of this Agreement. Such services shall
be undertaken under the terms of written amendments to the
Agreement executed by OWNER and ENGINEER. Such amendments
shall be approved by ordinance of the City Council.
D. DESIGN PHASE
After written authorization, the ENGINEER shall provide
professional services in this phase as follows:
1. Prepare detailed plans, specifications, contract docu-
ments, designs, and layouts of improvements to be
constructed (surveys to be furnished in Additional
PAGE 3
Services, Section IV).
2. Provide all subsurface investigations, including borings,
test pits, soil resistivity surveys, and other subsurface
explorations. (Geotechnical services to be furnished as
Additional Services, Section IV.)
The ENGINEER shall monitor and review the work of testing
laboratories and inspection bureaus required for the
testing or inspection of materials, witnessed tests,
factory testing, etc. for the Project.
3. Furnish the OWNER, when requested, the engineering data
necessary for applications for routine permits required
by local, state, and federal authorities. Preparation of
detailed applications and supporting documents for
government grants or for planning advances will be
provided as Additional Services.
4. Submit plans, specifications, and contract documents to
the applicable federal and state agency(s) for approval,
where required.
5. Furnish such information necessary to utility companies
whose facilities may be affected or services may be
required for the Project.
6. Prepare revised opinion of probable construction cost,
and bidder's proposal forms (project quantities) of the
improvements to be constructed.
7. Furnish the OWNER six (6) sets of copies of plans,
specifications, and bid proposals marked "Preliminary"
for approval by the OWNER. Upon final approval by the
OWNER, the ENGINEER will provide the OWNER forty (40)
sets of copies of "Final" plans. As directed by the
OWNER, additional sets of plans, specifications and bid
documents as are necessary in the receipt of bids for
construction and as are required in the execution of the
Project, shall be furnished by the ENGINEER and shall be
paid for by the OWNER at actual cost of reproduction.
E. CONSTRUCTION PHASE
Upon completion of the design services and approval of "Final"
plans and specifications by the OWNER, the ENGINEER will
proceed with the performance of services in this phase as
follows:
1. Assist the OWNER in securing bids, issuing notice to
bidders and notifying construction news publications.
The notice to bidders will be furnished to the OWNER for
publication in the local news media. The cost for
publications shall be paid by the OWNER.
PAGE 4
2. Assist the OWNER in opening, tabulation, and analysis of
the bids received and furnish recommendations on the
award of contracts or the appropriate actions to be taken
by the OWNER.
3. Assist in the preparation of formal contract documents
for construction contracts.
4. Assist in conducting pre-construction conference(s) with
the Contractor(s), review construction schedules prepared
by the Contractor(s), and prepare a proposed estimate of
monthly cash requirements of the Project.
5. Make one visit each month to the side (as distinguished
from the continuous services of a Resident Project
Representative) to observe the progress and the quality
of work and to attempt to determine in general if the
work is proceeding in accordance with the contract
documents. In performing these services, the ENGINEER
will endeavor to protect the OWNER against defects and
deficiencies in the work of Contractors; the ENGINEER
will report any observed defects or deficiencies immed-
iately to the OWNER; however, it is understood that the
ENGINEER does not guarantee the Contractor's performance
nor is he responsible for supervision of the Contractor's
operation and employees. Neither the ENGINEER or the
OWNER shall be responsible for the means, methods, tech-
niques, sequences, or procedures of construction selected
by Contractor or the safety precautions and programs
incident to the work of the contractor. ENGINEER shall
not be responsible for the acts or omissions of any
person except his own officers, employees, subcontractors
or consultants, and agents at the Project site or other-
wise performing any of the work of the Project. The
ENGINEER shall submit monthly progress reports on the
progress and status of the work to the OWNER through the
City Manager or his designee.
6. Consult and advise with the OWNER during construction,
make recommendations to the OWNER regarding materials and
workmanship, and prepare change orders with OWNER's
approval.
7. Review samples, catalog data, schedules, shop drawings,
laboratory, shop and mill tests of material and equipment
and other data pursuant to the General Conditions of the
Construction Contract.
8. Interpret intent of the plans and specifications for the
OWNER and Contractor(s). Investigations, analyses, and
studies requested by the Contractor(s) and approved by
the OWNER, for substitutions of equipment and/or materi-
als or deviations from the plans and specifications will
be considered and Additional Service.
PAGE 5
9. Review and comment on monthly and final estimates for
payment to Contractor(s), pursuant to the General
Conditions of the Construction Contract.
10. Conduct, in company with the OWNER's representative, a
final inspection of the Project for conformance with the
design concept of the Project and general compliance with
the contract documents, and review and comment on the
certificate of completion and the recommendation for
final payment to the Contractor(s).
11. Revise the construction drawings in accordance with the
information furnished by construction Contractor(s)
reflecting changes in the Project made during construc-
tion. Two sets of prints of "Record Drawings" shall be
proved by the ENGINEER to the OWNER.
12. Conduct a final inspection of the project thirty (30)
days prior to the expiration of the one year warrant
period under the performance bond, which was from the
final completion of the Project, and immediately report
any errors in defects or performance in the work,
workmanship or materials so that OWNER can notify the
Contractor(s) and any surety on the bond of same within
the warranty period.
SECTION IV
ADDITIONAL SERVICES
Additional Services to be performed by the ENGINEER, if authorized
by the OWNER, which are not included in the above described basic
services, as described as follows:
A. Field Surveying required for the preparation of designs,
drawings and plans.
B. Field layouts or the furnishing of construction line and grade
surveys.
C. Investigations involving detailed consideration of operation,
maintenance and overhead expenses, and the preparation of rate
schedules, earnings and expense statements, feasibility
studies, appraisals, evaluations, assessment schedules, and
material audits or inventories required for certification of
force account construction performed by the OWNER.
D. Making necessary property, boundary and right-of-way surveys,
preparation of easement and deed descriptions, including title
search and examination of deed records; except there will be
no additional charge for surveying where the ENGINEER can
prepare centerline type descriptions for the procurement of
easements along pipeline routes developed from the design
surveys for the design of pipeline projects; however, addi-
tional surveys required to determine property corners and
PAGE 6
complete development of descriptions for right-of-way ease-
ments will be considered an Additional Service.
E. Prepare Airport Improvement Program application and supporting
documents for government grants, loans, or planning advances
and providing data for detailed applications.
F. Providing shop, mill, field or laboratory inspection of
materials and equipment.
G. Preparing any required Operation and Maintenance Manuals or
conducting operator training and preparing Environmental
Impact Assessments or Statements.
H. Appearing before regulatory agencies or courts as an expert
witness in any litigation with third parties or condemnation
proceedings arising from the development or construction of
the Project, including the preparation of engineering data and
reports for assistance to the OWNER.
I. Furnishing the services of a Resident Project representative
to act as the OWNER's on-site representative during the con-
struction phase, if requested by the OWNER. The Resident
Project Representative will act as directed by the ENGINEER in
order to provide more extensive representation at the Project
site during limitations on the authority of the Resident
Project Representative and assistants will be determined by
separate written Agreement to be attached as an amendment to
this Agreement. As set forth in Section III, D.5, the
ENGINEER does not guarantee the Contractor(s)' performance nor
is he responsible for supervision of the Contractor(s)'
operation and employees. If the ENGINEER is requested to
visit the site more frequently than one visit each month as
set forth in Section III, Paragraph D.5, the requested visits
shall be considered as an Additional Service and the ENGINEER
shall be entitled to additional compensation.
Through more extensive on-site observations of the work in
progress and field checks of materials and equipment by the
Resident Project Representative and assistants, the ENGINEER
shall endeavor to provide further protection for OWNER against
defects and deficiencies in the work, but the furnishing of
such Resident Project Representation will not make ENGINEER
responsible for construction means, methods, techniques,
sequences or procedures or for safety precautions or programs
or for Contractor(s)' failure to perform the construction work
in accordance with the Contract Documents.
J. Assisting the OWNER in claims disputes with Contractor(s).
K. Performing investigations, studies and analyses of substitu-
tions of equipment and/or materials or deviations from the
plans and specifications.
PAGE 7
L. Assisting OWNER or Contractor(s) in the defense or prosecution
of litigation in connection with or in addition to those
services contemplated by this Agreement. Such services, if
any, shall be furnished by ENGINEER on a fee basis negotiated
by the respective parties outside of and in addition to this
Agreement.
M. Preparing detailed Plans and Specifications for Trench Safety
System.
N. Performing geotechnical services necessary for accepted
testing of work completed by the Contractor.
SECTION V
RESPONSIBILITIES OF OWNER
OWNER shall do the following in a timely manner so as not to delay
the services of ENGINEER:
A. Designate in writing a person to act as OWNER's representative
with respect to the services to be rendered under this Agree-
ment. Such person shall have contract authority to transmit
instructions, receive information, interpret and define
OWNER's policies and decisions with respect to ENGINEER's
services for the Project.
B. Provide all criteria and full information as to OWNER's
requirements for the Project, including design objectives and
constraints, space, capacity and performance requirements,
flexibility and expendability, and any budgetary limitations;
and furnish copies of all design and construction standards
which OWNER will require to be included in the Drawings and
Specifications.
C. Assist ENGINEER by placing at ENGINEER's disposal all avail-
able information pertinent to the Project, including previous
reports and any other data relative to design or construction
of the Project.
D. Arrange for access to and make all provisions for ENGINEER to
enter upon public and private property as required for
ENGINEER to perform services under this Agreement.
E. Furnish approvals and permits from all governmental authori-
ties having jurisdiction over the Project and such approvals
and consents from others as may be necessary for completion of
the Project.
F. The OWNER shall determine, prior to receipt of construction
bid, if the ENGINEER is to furnish Residential Project
Representative service so the Bidders can be informed.
G. If OWNER designates a person to represent OWNER at the site
who is not the ENGINEER or ENGINEER's agent or employee, the
PAGE 8
duties, responsibilities and limitations of authority of such
other person and the effect thereof on the duties and respon-
sibilities of Engineer and the Resident Project Representative
(and any assistants) will be set forth in an attachment that
is to be identified, attached to and made part of this
Agreement before such services begin.
H. Attend the pre-bid conference, bid opening, pre-construction
conferences, construction progress and other job related
meetings and substantial completion inspections and final
payment inspections.
I. Give prompt written notice to ENGINEER whenever OWNER observes
or otherwise becomes aware of any development that affects the
scope or timing of ENGINEER's services.
J. Furnish, or direct ENGINEER to provide, Additional Services as
stipulated in Section IV of this Agreement or other services
as required.
K. Bear all costs incident to compliance with the requirements of
this Section V.
SECTION VI
COMPENSATION
A. AIP PREAPPLICATION
Development of the preapplication for airport improvements
identified in Section IA as eligible for AIP funding will be
at no cost to the OWNER.
B. BASIC SERVICES
When identifiable airport improvements are determined, the
OWNER and ENGINEER will agree on a compensation fee appropri-
ate for the particular work to be accomplished. In projects
involving federal participation, the fee for Basic Services
will be either lump sum or cost plus fixed fee, as required by
FAA guidelines; however, for projects for which no federal
participation is anticipated, the fee may be lump sum, cost
plus fixed fee, a percentage of construction cost, or cost
plus a percentage of construction cost, based on negotiations
between the parties to this Agreement. Any such Agreement or
Compensation shall be reduced to writing, signed by both
parties and attached to and made a part of this Agreement in
writing and made a part of same as if written word for word
herein. Progress payments may be requested by the ENGINEER
based on the percent complete. Requests for progress payments
will not be more frequent than monthly. Requests for progress
payments shall be accompanied by invoices/statements and other
adequate documentation. Nothing herein shall require Owner to
pay for services which are not performed satisfactorily in
accordance with the terms and conditions of this Contract.
PAGE 9
C. ADDITIONAL SERVICES
1. For Resident Representation and Inspection During
Construction and Construction Layout
For the resident representation during construction and
construction layout (Section VI.I), the ENGINEER shall be
paid based on a fee to be negotiated and attached as
Exhibit C. In general, the fee will be based on the
employee's actual salary plus a multiplier to cover
employee benefits, company overhead and the agreed upon
expenses. Payment for resident project representation
and construction layout shall be due and payable upon
submission of statements by the ENGINEER. Statements
shall not be submitted more frequently than monthly and
shall be subject to the same requirements set forth in
subsection VI.B above.
2. For Other Additional Services
For Additional Services in Section IV except residential
representation, the ENGINEER shall be paid based on a fee
to be negotiated, similar to paragraph above. Payments
for Additional Services shall be due and payable upon
submission by the ENGINEER. Statements shall not be
submitted more frequently than monthly and shall be
subject to the same requirements set forth in subsection
VI.B above.
If OWNER fails to make any payment due ENGINEER for services
and expenses within sixty days after receipt of ENGINEER's
statement therefor and adequate documentation as set forth in
subsection VI.B above, the amounts due ENGINEER will be
increased at the rate of 1% per month from said thirtieth day,
and in addition, ENGINEER may, after giving seven days'
written notice to OWNER, suspend services under this Agreement
until ENGINEER has been paid in full all amounts due for
services, expenses and charges. Provided, however, nothing
herein shall prevent OWNER from suspending payment or refusing
to approve payment without the additional monies, late charge
or any other liability for services which are not satisfacto-
rily performed in accordance with the terms and conditions of
this agreement.
SECTION VII
TIME OF COMPLETION
OWNER and ENGINEER agree that the time of completion cannot be
defined at the time of the execution of this contract and shall be
made a part of this Agreement by means of an amendment executed by
the OWNER and ENGINEER, as Exhibit D which shall become a part of
this agreement as if written word for word herein.
PAGE 10
SECTION VIII
OPINION OF PROBABLE CONSTRUCTION COST
The ENGINEER will furnish an opinion of probable construction cost
of the work, but does not guarantee the accuracy of such estimates.
Opinions of probable construction cost, financial evaluations,
feasibility studies, economic analyses of alternate solutions and
utilitarian considerations of operations and maintenance cost
prepared by ENGINEER hereunder will be made on the basis of
ENGINEER's experience and qualifications and represent ENGINEER's
best judgement as an experienced and qualified design professional.
It is recognized, however, that ENGINEER does not have control over
the cost of labor, material, equipment or services furnished by
others or over market conditions or contractors' methods of
determining their prices, and that any utilitarian evaluation of
any facility to be constructed or work to be performed on the basis
of the Report must of necessity be speculative until completion of
its detailed design. Accordingly, ENGINEER does not guarantee that
proposals, bids or actual costs will not vary from opinions,
evaluations or studies submitted by ENGINEER to OWNER hereunder.
Provided however, if the lowest responsible bid for the project is
in excess of twenty-five (25%) percent of the ENGINEER's estimate
of probable construction cost and the OWNER reasonably determines
that the underestimate of probable construction cost is due to an
error or omission of the ENGINEER, and the OWNER may require the
ENGINEER to re-design the project to bring it within the budget for
the project based on the estimate of probable construction cost.
SECTION IX
REVISION TO PLANS AND SPECIFICATIONS
The OWNER reserves the right to direct substantial revision of the
Plans and Specifications after approval by the OWNER as OWNER may
deem necessary, but in such event the OWNER shall pay to the
ENGINEER just and equitable compensation for services rendered in
making such revisions unless such revisions are necessary due to
ENGINEER's lack of diligence or care.
SECTION X
OBSERVATION AND REVIEW OF THE WORK
The ENGINEER will protect the OWNER against defects and deficien-
cies in the work of Contractors, by observation of the work as it
progresses, by interpretation of the plans, specifications and
other contract documents to and with the Contractors, by the
disapproval of defective work as may be observed and the issuance
of stop-orders from the OWNER with respect to defective material
and workmanship where they are observed, and the ENGINEER will
exercise due diligence to assist the OWNER in requiring that the
work be done in accordance with plans and specifications; but the
Contractor will remain independent contractor with the OWNER, and
the ENGINEER does not guarantee the performance of such construc-
tion contracts. As set forth in Section III, D.5 and Section IV.I,
PAGE 11
ENGINEER or OWNER shall be responsible for the means, methods,
techniques, sequences, or procedures of construction selected by
the Contractor, or the safety precautions and programs incident to
the work of the Contractor. Also the ENGINEER shall not be
responsible for the acts or omissions of any person except his own
officers, employees, agents, subcontractors or consultants, at the
project site or otherwise performing any of the work at the
project.
SECTION XI
OWNERSHIP OF DOCUMENTS
All documents prepared or furnished by ENGINEER (and ENGINEER's
independent associates and consultants) pursuant to this Agreement
are instruments of service and shall become the property of OWNER
on the termination of this Agreement. ENGINEER may make and retain
copies of information and reference; however, such documents are
not intended or represented to be suitable for reuse by OWNER or
others. Any reuse by OWNER without written verification or
adaptation by ENGINEER will be at OWNER's sole risk and without
liability or legal exposure to ENGINEER, or to ENGINEER's indepen-
dent associates or consultants.
SECTION XII
ARBITRATION
No arbitration, mediation or alternate dispute resolution proce-
dure, arising out of, or relating to, this Agreement involving one
party to this Agreement may include the other party to this
Agreement without their approval.
SECTION XIII
TERMINATION OF CONTRACT
The obligation to provide services under this Agreement may be
terminated by either party upon thirty days' written notice in the
event of substantial failure by the other party to perform in
accordance with the terms thereof through no fault of the terminat-
ing party. In the event of any termination, ENGINEER will immed-
iately cease any services hereunder and will be paid a reasonable
amount for all services properly rendered and reimbursable expenses
incurred prior to the date of termination, which payments shall be
based upon the payroll cost of employee engaged in the work by
ENGINEER up to the date of termination of the contract and for
reimbursable charges and expenses in accordance with compensation
stated in Section VI and Exhibit C. All completed or partially
completed reports, drawings or other documents prepared under this
contract, including the original drawing, shall become the property
of the City when the contract is terminated hereunder, and may be
used by City in any manner it desires, provided, however, in
accordance with Section XI of this contract, ENGINEER shall not be
liable for the use of such documents for any project other than the
project described in this contract.
PAGE 12
SECTION XIV
PERSONNEL
ENGINEER understands and agrees that in the performance of their
professional services, ENGINEER shall be responsible to the level
of competency and shall use the same degree of skill and care
presently maintained by other practicing professionals performing
the same or similar type of work in the State of Texas. For the
purpose of this agreement the key person who will be performing
most of the work hereunder shall be
ENGINEER 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 have a financial interest,
direct or indirect, in any contract with the OWNER.
SECTION XV
SUCCESSORS AND ASSIGNMENTS
OWNER and ENGINEER each are hereby bound and the partners,
successors, executors, administrators and legal representatives of
OWNER and ENGINEER are hereby bound to the other party to this
Agreement and to the partners, successors, executors, administra-
tors and legal representatives (and said assigns) of such other
party, in respect of all covenants, agreements and obligations of
this Agreement.
Neither OWNER or ENGINEER shall assign, sublet or transfer any
rights under or interest in (including, but without limitation,
monies that may become due or monies that are due) this Agreement
without the written consent of the other, except to the extent that
any assignment subletting or transfer is mandated by law or the
effect of this limitation may be restricted by law. ,unless
specifically stated to the contrary in any written consent to an
assignment, no assignment will release or discharge the assignor
from any duty or responsibility under this Agreement. Nothing
contained in this paragraph shall prevent ENGINEER from employing
such independent associates and consultants as ENGINEER may deem
appropriate to assist in the performance of services hereunder.
Nothing under this Agreement shall be construed to give any rights
or benefits in this Agreement to anyone other than OWNER and
ENGINEER, and all duties and responsibilities undertaken pursuant
to this Agreement will be for the sole and exclusive benefit of
OWNER and ENGINEER and not for the benefit of any other party.
SECTION XVI
INDEMNITY AND INSURANCE
Approval by the OWNER of this Agreement shall not constitute or be
deemed to be release of the responsibility and liability of the
ENGINEER, its officers, agents, employees and subcontractors for
the accuracy and competency of the services performed under this
Agreement, including but not limited to, surveys, designs, working
drawings and specifications and other engineering documents.
PAGE 13
Such approval shall not be deemed to be an assumption of such
responsibility and liability by the OWNER for any negligent act,
error or omission in the performance of ENGINEER's professional
services or in the conduct or preparation of the subsurface
investigation, surveys, designs, working drawings, and specifica-
tions or other engineering documents by the ENGINEER, its officers,
agents, employees and subcontractors, it being the intent of the
parties that approval by the ENGINEER signifies the OWNER's
approval of only the general design concept of the improvements to
be constructed. In this connection, the ENGINEER shall indemnify
and hold the OWNER and all of its officers, agents, servants, and
employees harmless from any loss, damage, liability or expenses, on
account of damage to property and injuries, including death, to all
persons, including but not limited to, officers, agents or
employees of the ENGINEER or subcontractors, and all persons
performing any part of the work and improvements which may arise
out of any negligent act, error or omission in the performance of
ENGINEER's professional services or in the conduct or preparation
of subsurface investigations, surveys, designs, working drawings,
specifications, and other engineering documents incorporated into
any improvements constructed in accordance therewith. The ENGINEER
shall defend at its own expense any suits or the proceedings
brought against the ENGINEER and its officers, agents, servants and
employees, or any of them on account thereof, and shall pay all
expenses and satisfy all judgements which may be incurred by or
rendered against them or any of them in connection therewith,
provided and except, however, that this indemnification provision
shall not be construed as requiring the ENGINEER to indemnify or
hold the OWNER or any of its officers, agents, servants or
employees harmless for any loss, damages, liability or expense, on
account of damage to property and injuries to persons caused by
defects or deficiencies in design criteria and information
furnished ENGINEER by OWNER, or any deviation in construction from
ENGINEER's designs, working drawings, specifications or other
engineering documents.
Without limiting the above indemnity, ENGINEER shall provide to
OWNER a certificate of insurance as proof that he has obtained a
policy of comprehensive general liability coverage (occurrence
basis) with carriers acceptable to OWNER covering all risks
relating to the service to be performed under this contract, by the
ENGINEER, its subcontractors and consultants, such insurance to be
in at least the following amounts:
Bodily Injury Liability $500,000 Each Person
$500,000 Each Occurrence
Property Damage Liability $500,000 Each Occurrence
Contractual Bodily Injury $500,000 Each Person
Liability $500,000 Each Occurrence
Contractual Property Damage $500,000 Each Occurrence
The ENGINEER shall not commence work under this Agreement until it
has obtained Professional Liability Insurance as required hereunder
and such insurance coverage has been approved by the OWNER. Such
PAGE 14
insurance shall be in the minimum amount of $2,000,000 and shall
include coverage of Contractually Assumed Liability. The insurance
coverage prescribed herein shall be maintained until one (1) year
after OWNER acceptance of the construction project and shall not be
cancelled or modified without prior written notice to the OWNER.
In this connection, upon the signing and return of this Agreement
by the ENGINEER, a Certificate of Insurance shall be furnished to
the OWNER as evidence that the insurance coverage required herein
has been obtained by ENGINEER, and such certificate shall contain
the provision that such insurance shall not be cancelled or
modified without thirty (30) days' prior written notice to the
OWNER. ENGINEER shall notify OWNER within ten (10) days of any
modification or alternation in such Professional Liability
Insurance.
SECTION XVII
DISCLOSURE
By signature of this Agreement, the ENGINEER warrants to the OWNER
that it has made full disclosure in writing of any existing
conflicts of interest or potential conflicts of interest, including
personal financial interest, direct or indirect, in property
abutting the proposed Project and business relationships with
abutting property owners. ENGINEER further warrants that it will
make disclosure in writing of any conflicts of interest which
develop subsequent to the signing of this Agreement and prior to
final payment under the Agreement.
SECTION XVIII
RIGHT TO AUDIT
A. ENGINEER agrees that OWNER, until the expiration of three
years after final payment under this Agreement, have access to
and the right to examine and photocopy any directly pertinent
design calculation, quantity take-off, books, documents,
papers and records of the ENGINEER involving transactions
relating to this Agreement. ENGINEER agrees that the OWNER
shall have access during normal working hours to all necessary
ENGINEER facilities and shall be provided adequate and
appropriate work space in order to conduct audits in compli-
ance with the provisions of this section.
B. ENGINEER further agrees to include in all its subcontracts
hereunder a provision to the effect that the subcontracting
consultant agrees that the OWNER shall, until the expiration
of three years after the final payment under the subcontract,
have access to and the right to examine any directly pertinent
books, documents, papers and records of such subconsultant,
involving transactions relating to this subcontract, and
further that OWNER shall have access during normal working
hours to all subconsultant facilities, and shall be provided
adequate and appropriate work space in order to conduct audits
in compliance with the provisions of this article together
with subsection C hereof. OWNER shall give any subconsultant
PAGE 15
reasonable advance notice of intended audits.
C. ENGINEER and any subconsultant agree to photocopy such
documents as may be requested by OWNER. OWNER agrees to
reimburse ENGINEER for the cost of copies as follows:
1. 50 copies and under - 10 cents per page.
2. More than 50 copies - 85 cents for the first page plus
fifteen cents for each page thereafter.
SECTION XIX
AGE
In accordance with the policy ("Policy") of the Executive Branch of
the Federal Government, ENGINEER covenants that neither it nor any
of its officers, members, agents, or employees engaged in perform-
ing this Agreement, shall, in connection with the employment,
advancement or discharge of employees or in connection with the
terms, conditions or privileges of their employment, discriminate
against persons because of their age except on the basis of a bona
fide occupational qualification, retirement plan or statutory
requirement.
ENGINEER further covenants that neither it nor its officers,
members, agents, or employees, or persons acting on their behalf,
shall specify, in solicitations or advertisements for employees to
work on this Agreement, a maximum age limit for such employment
unless the specified maximum age limit is based upon a bona fide
occupational qualification, retirement plan or statutory require-
ment.
ENGINEER warrants it will fully comply with the Policy and will
defend, indemnify and hold OWNER harmless against any and all
claims or allegations asserted by third parties or subconsultant
against OWNER arising out of ENGINEER's and/or its subconsultants'
alleged failure to comply with the above referenced Policy
concerning age discrimination in the performance of this Agreement.
SECTION XX
DISABILITY
In accordance with the provisions of the Americans with Disabili-
ties Act of 1990 ("ADA"), ENGINEER warrants that it and all of its
subconsultants will not unlawfully discriminate on the basis of
disability in the provision of services to the general public, nor
in the availability, terms and/or conditions of employment for
applicants for employment with, or current employees of ENGINEER or
any of its subconsultants. ENGINEER warrants it will fully comply
with ADA's provisions and any other applicable federal, state and
local laws concerning disability and will defend, indemnify and
hold OWNER harmless against any claims or allegation asserted by
third parties or subconsultants against OWNER arising out of
ENGINEER's and/or its subconsultants' alleged failure to comply
PAGE 16
with the above-referenced laws concerning disability discrimination
in the performance of this Agreement.
SECTION XXI
VENUE-LAW
Venue of any suit or cause of action under this Agreement shall lie
exclusively in Denton County, Texas. This Agreement shall be
construed in accordance with the laws of the State of Texas.
SECTION XXII
DISCRIMINATION PROHIBITED
In performing the services required hereunder, the ENGINEER shall
not discriminate against any person on the basis of race, color,
religion, sex, national origin or ancestry, age or physical
handicap.
SECTION XXIII
CAPTIONS
The captions or headlines of this agreement are for informational
purposes only and shall not in any way affect the substandard laws
or conditions of this agreement.
SECTION XXIV
ATTACHMENTS
The following exhibits are attached to and made a part of this
Agreement:
Exhibit A - Request for Proposal #1767
Exhibit B - Engineers Proposal
Exhibit C - Schedule of Charges and Compensation
Agreement
This contract is executed in two counterparts.
IN TESTIMONY HEREOF, the Owner has caused this Agreement to be
signed in duplicate in its name and on its behalf, by its City
Manager and attested by its City Secretary, and the Engineer,
through its duly authorized undersigned officer has properly
executed this Agreeg_~e~ Sn duplicate c~eac~_ of which is deemed
an original, the /~7~--' day of t~. ,~- , 1995.
PAGE 17
ATTEST: CITY OF DENTON
OWNER
ATTEST: CARTER & BURGESS, IN
ENGINEER
APPROVED AS TO LEGAL FORM:
HERBERT L. PROUTY, CITY ATTORNEY
E: \WPDOCS\K\CARTER. K
PAGE 18
FILE COPY
NOTICE TO V~NDORS
Proposal.~ will be received by the City of Denton, Texas at the office of the
Purchasing Agent prior to 2:00 p.m. June 15, 1995 for the
followln g:
RFP # 1767 - ENGINEERING SERVICES FOR THE DESIGN OF FUTURE A.I.P.
GRANTS AND FACILITY CONSTRUCTION FOR DENTON MUNICIPAL
AIRPORT, DENTON, TEXAS
Qti-lified prospective suppliers my obtnin copies of the proposal with information at
the office of the Purchasing Agent, located at 901-B Texas Street, Denton, Tex-.~,
76201 in the Service Center complex.
The City of Denton, Texas reserves the right to reject or accept any proposal and
award to the most advantageous proposal received.
No officer or employee of the City of Denton shall have a finanaiai interest, direct
or indirect in any contract with the City of Denton.
]~[inority sod small business vendors are encouraged to submit proposnl.~.
CITY OF DENTON, TEXAS
(817) 383-7100
TOM D. SHAW, C.P.M.
PURCHASING AGENT
Th~s advertisement to run May 28, 1995 and June 5, 1995
054.~
RFP # 1767
REQUEST FOR PROPOSALS
ENGINEERING SERVICES
FOR THE DESIGN OF
FUTURE A.I.P. GRANTS AND FACILITY CONSTRUCTION FOR
DENTON MUNICIPAL AIRPORT
DENTON, TEXAS
The City of Denton is requesting proposals for Consulting Engineers for a three year time period to
provide engineering services for future A.I.P. grants and facility construction. Included in these
projects and subject to availability of A.I.P. funds, will be the construction of taxiways, a utility
runway, airfield lighting, airfield drainage and apron construction.
Denton is a city located in Denton County, north of Dallas with a current population of 67,000. The
Denton Municipal Airport is located at Airport Road, Denton, Texas.
Development of any project will be within parameters that will achieve the most efficient facility
possible for the funds available. Important considerations include achieving maximum space
utilization through efficient planning and expansion potential. The design of the projects must be
done in a manner that will allow the facility to be constructed within the project budget.
Preapplications will be submitted to the Federal Aviation Agency at no charge to the City of Denton.
If a grant is offered and accepted, the Engineering firm will enter into a contract with the City of
Denton to do the design of the project.
CONSULTING ENGINEER SCOPE OF SERVICES
Provide all services to construct the project including:
1. Submit preapplication with Federal Aviation Agency on capital improvements pursuant to
the City of Denton's Master Plan.
2. Design Development
3. Construction Documents
4. Specifications (Statement of Prohable Cost)
5. Bidding - Bids for construction will be sent out and received by the City of Denton
Purchasing Department as 11~_S~11t~S~.
6. Construction Administration
REQUEST FOR PROPOSALS
PAGE 2 OF 4
Schematic Design Phase will involve all of the following:
Analyze project service/function requirements.
·Functional requirements and special concepts
· Site Requirements
·Space Requirements
·Cost and budget data
·Climatic implications
Establish structural, mechanical and'electrical design concepts for facility.
Research building code requirements and document infom~afion.
Graphic studies of space requirements.
Secure utility, survey and topographical data (furnished by owner).
Define site utilization concept.
Record schematic design studies and solutions.
Record structural, mechanical and electrical engineering systems concept.
Record schematic design plans.
Record general project description.
Develop required sketches of interior and exterior features of facility.
The recommended firm may be required to attend public meetings such as:
·Airport Board
·Public hearings if required
·City Council
Establish construction cost budget.
Prepare outline specifications.
Present schematic design document to City for approval.
REQUEST FOR PROPOSALS
PAGE 3 OF 4
The Agreement between the selected consulting engineer and the owner will be on approved City of
Denton forms, with special conditions being agreed to by both parties, according to the RFP and
other negotiated items.
CONTENTS OF PROPOSAl,
The consulting engineer's proposal should be concise and may be supported by other exhibits that
demonstrate the firm's qualifications. The proposal should address the following:
1. Credentials oftbe consulting engineering team that will be directly involved in the project.
2. A description of the procedure in which the architect/engineer will work with the City staff.
3. A list of similar projects and clients that may be comacted for additional information.
METHOD OF SELECTION
Proposals will be reviewed by an evaluation team consisting of selected City staff members and
Advisory Board members. The top three or more fi~ms will be interviewed by the City staff and the
Advisory Board members. Their recommendations will be reviewed and approved by the Boards and
later sent to the City Council for final approval.
The proposals will be evaluated on various criteria, including, but not limited to, the following:
1. Consulting engineer team composition - organizational adequacy.
2. Procedure in which the architect/engineer would work with the City of Denton.
3. Experience - both general and with projects of this type.
4. Quality of past work.
5. Ability to complete the projects on time and within budget.
6. Cost of services.
Professional liability and/or errors and omissions insurance carried.
REQUEST FOR PROPOSALS
PAGE 4 OF 4
DEADLINE FOR SUBMITTING RFP
Three copies of the proposal must be received by 2:00 p.m., 3IJNE 1 $ ,19 9 $. Those
chosen as finalists will be required to submit (+/-) sixteen (16) additional copies of the proposal for
the Council and Airport Advisory Board. All proposals should be delivered to:
The City of Denton, Texas
Tom D. Shaw, Purchasing Agent
901-B Texas Street
Denton, TX 76201
In the event clarifications or additional information is needed, submit same in writing to Joe
Thompson, Airport Manager, through the City of Denton Purchasing Agent, Tom D. Shaw, C.P.M.,
901-B Texas Street, Denton, TX 76201.
All Request for Proposals received within the required time will be evaluated and considered. The
final cost of services will be considered niter professional firms are selected and/or interviewed.
RFPENGSR.WPD
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