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1994-200AN ORDINANCE OF THE CITY OF DENTON, TEXAS, APPROVING A CONTRACT BETWEEN THE CITY OF DENTON AND ALAN PLUMMER AND ASSOCIATES TO PROVIDE PROFESSIONAL SERVICES REQUIRED TO OBTAIN AN AMENDMENT TO THE CITy'S WASTEWATER DISCHARGE PERMIT FROM THE TEXAS NATURAL RESOURCE CONSERVATION COMMISSION; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING FOR AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: ~ That the city Manager is hereby authorized to execute a contract between the city of Denton and Alan Plummer and Associates to provide professional services required to obtain an amendment to the city's wastewater discharge permit from the Texas Natural Resource Conservation Commission, a copy of which is attached hereto and incorporated by reference herein. SECTION II. That the city expend Seventeen Thousand Six Hundred Dollars ($17,600.00) as provided in the contract. SECTION IV. That this ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED thisl~ day of ~ 1994. BOB CASTLEBERRY, MAYO7 ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: DEBRA A. DRAYOVITCH AGREEMENT BETWEEN THE CITY OF DENTON~ TEXAS AND ALaN PLUMMERAND ASSOCIATES is made and entered into as of th~--~--~-v'of D tday AGREEMENT of 7~~-- , 1994, by and between the City oI en on, with its ~rincipal office at 215 East McKinney Street, Denton, Denton County, Texas 76201 ("CITY") and Alan Plummer and Associ- ates, inc., with its corporate office at 841 West Mitchell Street, Arlington, Tarrant County, Texas 76013, hereinafter called the ("ENGINEER") acting herein, by and through its representative, duly authorized so to act for and in behalf of said ENGINEER. SECTION I - SERVICES OF THE ENGINEER~ The City hereby contracts with Engineer as an independent contractor, and the Engineer hereby agrees to perform, within the professional standards normally accepted in the State of Texas, professional services associated with individual assignments as agreed in writing in connection with the scope of work set forth in Section II hereof. SECTION II - CHARACTER AND EXTENT OF ENGINEER'S SERVICES The Engineer shall provide the services required to obtain an amendment to the city's wastewater discharge permit from the Texas Natural Resource Conservation Commission (TNRCC). The City desires to amend this permit to include composting of the Pecan Creek Water Reclamation Plant's sludge, beneficial reuse of biosolids and the registration of a City owned site for biosolids disposal. Through the performance of these services, the parties expect to negotiate and obtain a wastewater discharge permit which includes composting as a treatment process and approves various options available for the beneficial reuse of biosolids. The Engineer shall perform the tasks outlined below; TNRCC Wastewater Discharge Permit Amendment Task i - Information Development The Engineer shall gather past permit applications, reports and other files as necessary to provide the information required for the wastewater discharge permit amendment. Task 2 - Map Preparation The Engineer shall prepare two (2) maps, a USGS map identify- ing the surrounding area use and a second map that identifies the plant site, property boundary, boundary limit for proposed composting area, and required compost facility buffer zones. Task 3 - Prepare Sludge Management Plan The Engineer shall update the APAI memorandum, dated December 13, 1993, concerning sludge composting to use as technical information required by the TNRCC. In addition, the Engineer shall prepare a Marketing and Distribution Plan. The Market- ing and Distribution Plan shall describe various programs including a give-away program, use by city on city owned property (parks, right-of-ways, etc.), wholesale distribution and retail sales that will be strictly "on-demand" basis and not necessary to satisfy the 100 percent disposal require- ments. Task 4 - Assemble Applications The Engineer shall assemble all information required for the permit amendment into a format acceptable by the TNRCC. The Engineer shall develop a detailed cover letter that will be drafted for use by the city of Denton. The Engineer shall provide four copies of the application to the TNRCC and two copies to the city. Task 5 - Conduct Meetings with Client and TNRCC The Engineer shall provide a minimum of one meeting with the city to review the data developed, the permit amendment application, or the draft permit provisions proposed by TNRCC. The Engineer shall provide one meeting with the TNRCC staff is expected. Site Registration For Biosolids Disposal Task 1 - Assemble General Information General Information is required about the facility, including ownership, contact person, facility location, adjacent land uses, nearby water resources (surface and groundwater), adjacent landowners, nearest residence, crop and harvesting practices, and location of 100 year flood plain. Engineer shall answer general questions in the registration application. City staff shall supply general information not readily available to Engineer. Task 2 - Maps of Proposed Site The Engineer will develop maps that identify the site bound- aries in red on each of the following original maps; County Highway Map, USGS Topographic Map, USDA SCS Soils Map and FEMA Map. PAGE 2 Task 3 - Coordinate Necessary Soils Testing The Engineer will assist City in preparing scope of services for soils lab and geotechnical engineering reports. City shall contract for soils testing and reporting separately from this contract. The Engineer will coordinate work effort, review results and process information into formate acceptable to the TNRCC. Task 4 - Sludge Testing The Engineer shall gather information on the most recent sludge characterization and the parameters listed in the application from existing file and advise the city of any additional analysis require to satisfy application criteria. Task 5 - Sludge Application Rate Calculation The Engineer shall use the soils and sludge test results and calculate the maximum compost application rate for the proposed site in preparation of the application. Task 6 - TNRCC Sludge Transporter Registration Application The Engineer shall provide TNRCC with information on selected sludge hauling methods and prepare the request for a Sludge Transporter's Registration Application. Task 7 - Locating Local Wells The Engineer shall research the TNRCC, the Texas Water Development Board and the Texas Railroad Commission records for information concerning all water, gas, and oil wells located within 500 feet of the proposed registered site. The Engineer shall process the information into a format accept- able to the TNRCC. Task 8 - Public Notice and Meeting Requirements The Engineer will advise the City in proper procedures for publishing notice and posting signs necessary to comply with TNRCC rules and regulations. Task 9 - Assemble TNRCC Registration Application The Engineer shall provide all word processing, copying and assembly of draft and final site registration applications. Task 10 - Conduct Meeting with Client and TNRCC The Engineer shall provide meetings with Client as required to review application provisions and one meeting with the TNRCC staff to review permit application submission. PAGE 3 The Engineer shall advise City as to the necessity of City's providing or obtaining from others special services and data required in connection with the Scope of Services at city's cost and expense, and may act as City's representative in connection with any such services of others. It is understood that this Agreement contemplates the full and complete engineering services including any and all changes neces- sary to complete the Assignment as outlined in the Scope of Ser- vices. Nothing contained herein shall be construed as authorizing additional fees for the above described services. The Engineer acknowledges by the execution of this Agreement that all contingencies known to the Engineer and City at the date of this Agreement as may be deemed necessary and proper to complete the Assignment have been included in the maximum fee estimate. SECTION III - SPECIAL SERVICES OF ENGINEER: If authorized in writing by City, Engineer shall furnish or obtain from others Special Services necessary to complete the assignments. These services are not included as part of Basic Services as outlined in SECTION II - CHARACTER AND EXTENT OF ENGINEER'S SERVICES. Special Services will be paid for by city as indicated in Section V. Specifically, the Engineer's participation in a public hearing is considered special services. The Engineer's participation in a well closure site or rehabilitation is considered special services. SECTION IV - CITY RESPONSIBILITIES The city shall: (a) provide a map with information on adjacent landowners. (b) provide current map to scale of landowners adjacent to disposal site and a list of landowners' mailing address- es. The City shall provide notarized affidavit verifying land ownership and a legal description of the proposed registered site. (c) shall visually inspect the area and convey information of water, gas and oil wells location to the Engineer. (d) shall provide analytical data required to complete permit application. (e) Provide all criteria and full information as to City's requirements and designate a person with authority to act on City's behalf in all matters concerning the Project. PAGE 4 (f) Assist Engineer in obtaining existing studies, reports and other available data and services of others pertinent to the Assignment and in obtaining additional reports and data as required. (g) Upon reasonable notice, arrange for access to and make all provisions for Engineer to enter upon public and private property as may be required for Engineer to perform services hereunder. (h) Designate in writing a qualified person who will act as City's representative with respect to the Assignment for the purposes of transmitting instructions, receiving information, interpreting and defining City's policies and decisions with respect to Engineer's services. (i) Review all reports, recommendations and other documents and provide written decisions pertaining thereto within a reasonable time. (j) Examine all studies, reports, sketches, drawings, specifications, proposals and other documents presented by Engineer, obtain advice of an attorney, insurance counselor and other consultants as it deems appropriate for such examination and render in writing decisions pertaining thereto within a reasonable time so as not to delay the services of Engineer. (k) Provide such legal, accounting, insurance and other counseling services as may be required for the Assign- ment. (1) Bear all costs incident to compliance with this Section. BECTION V - COMPENSATION TO ENGINEER The total compensation for all of the Assignments to be per- formed by Engineer as described in Section II - CHARACTER AND EXTENT OF ENGINEER'S SERVICES hereof shall not exceed Seventeen Thousand six Hundred Dollars ($17,600). Engineer shall be compensated on the basis of the fee schedule set forth in Attachment "A" Hourly Fee Schedule which is made a part of this Agreement: The city and the Engineer shall agree on the Scope and Com- pensation for the performance of Special Services prior to the com- mencement of such Special Services. For Special Services performed under Section III, the Engineer will be compensated at the same rates and methods as outlined in this Section V. PAGE 5 SECTION VI - METHOD OF PAYMENT The Engineer shall be paid monthly on the basis of statements prepared from the books and records of account of the Engineer, such statements to be verified as to accuracy and compliance with the terms of this Agreement by an officer of the Engineer. Payment according to statements will be subject to certification by the Executive Director of Utilities or his duly authorized representa- tives that such work has been properly performed. The above charges are on the basis of prompt payment of bills rendered and continuous progress of the work on the Assignment until completion. If City fails to make any agreed to payment due to Engineer for services properly performed within sixty days after receipt of Engineer's statement thereof, the amount due Engineer shall include a charge at the rate of 1.0 percent per month from said sixtieth day, and in addition Engineer may, after giving seven days written notice to city, suspend services under this Agreement until Engineer has been paid in full all amounts due for services properly performed. Mail monthly invoices to: The City of Denton Attn: Gerald Cosgrove 901-A Texas Street Denton, Tx 76201 Telephone Number (817) 566-8453 SECTION VII - TIME SCHEDULE OF ENGINEERING SERVICES The Engineer shall initiate work prescribed hereunder immed- iately upon the execution of this Agreement and upon issuance by City of a Notice to Proceed. Engineer shall perform the services provided herein in ninety (90) calendar days. Any request for special services shall be submitted in sufficient time to allow for completion of services within 180 days. SECTION VIII - TERMINATION= The City may terminate this Agreement at any time and for any cause by notice in writing to the Engineer. Upon receipt of such notice, the Engineer shall immediately discontinue all services and work and the placing of all orders or the entering into Contracts for supplies, assistance, facilities and materials in connection with the performance of the Agreement and shall proceed to cancel promptly all existing contracts insofar as they are chargeable to this Agreement. If the city terminates this Agreement under the foregoing paragraph, the city shall pay the Engineer for services properly performed in accordance herewith prior to such termination, less PAGE 6 such payments having been previously made. Such payments shall be based upon the work completed up to the date of termination of the Agreement in accordance with the method of compensation prescribed in Sections V and VI hereof. Engineer shall also be compensated for all termination related expenses such as meeting attendance, document reproduction, transfer of records, etc. Upon termination of this Agreement, the Engineer shall provide the City reproducible copies of all completed or partially com- pleted engineering documents prepared under this Agreement. SECTION IX - INSUI~,NCE Engineer shall maintain statutory worker's compensation insurance coverage, employers' liability, commercial general liability, automobile liability, and professional liability insurance coverage during the period of performance of services hereunder in the following minimum amounts: LIMITS OF LIABILITY A. Worker's Compensation Statutory Employer's Liability $1,000,000 B. Commercial General Liability (including Contractual Liability): Bodily Injury ) $1,000,000 combined single limits for each Property Damage) occurrence or aggregate C. Comprehensive, Automobile Liability (Owned, Hired, and Non-owned Vehicles): Bodily Injury ) $1,000,000 combined ) single limits for each Property Damage) occurrence or aggregate D. Professional Liability $1,000,000 annual aggregate Engineer shall furnish City insurance certificates to evidence such coverages. The certificates shall contain a provision that such insurance shall not be canceled, without 30 days prior written notice to city. SECTION X - INDEMNIFICATION Except for the events addressed in SECTION XIII hereof, Engineer shall and does hereby agree to indemnify and hold harmless the City from any and all damages, loss, cost, or liability of any kind whatsoever, including attorneys' fees, to the extent arising out of the negligent act or omission of the Engineer and Engineer shall, at its cost and exgense, defend and 9rotect the city against PAGE 7 any and all such claims and demands. City agrees to limit any lia- bility of Engineer, its officers, shareholders, and employees to the lesser of actual damages incurred by the City or the sum of Five Million Dollars ($5,000,000.00). SECTION XI - NO THIRD PARTY BENEFICIARIES There are no third party beneficiaries of this agreement be- tween City and Engineer and no third party shall be entitled to rely upon any work performed or reports prepared by Engineer here- under for the purpose whatsoever. SECTION XII - SAMPLING Most test samples or specimens are consumed or substantially altered during the conducting of tests by the Engineer, and, at Engineer's sole discretion, Engineer will dispose (subject to the following) of any remaining residue immediately upon completion of tests: 1. Engineer will maintain preservable test samples and specimens or the residue therefrom for 30 days after submission of Engineer's report free of storage charges. After the initial 30 days and upon written request, Engineer will retain test specimens or samples for a mutually acceptable storage charge and stated period of time. city agrees that it will not hold Engineer responsible or liable for any loss of test specimens or samples retained in storage. 2. In the event that samples contain substances or constituents hazardous or detrimental to health, safety, or the environment as defined by federal, state or local statutes, regulations or ordinances, Engineer will, after completion of testing and at city's expense: (i) return such samples to city, or (ii) using a manifest signed by city as generator, will have such samples transported to a location selected by City as genera- tor and will have such samples disposed of in accordance with city's direction. city agrees to pay all costs associated with the storage, transport, and disposal of hazardous samples. City recognizes and agrees that Engineer is acting as a bailee and at no time does Engineer assume title to said waste. Ail laboratory and field equipment contaminated in performing these engineering services which cannot be reasonably decontaminat- ed, in the sole opinion of the city, shall become the property and responsibility of City. Ail such equipment shall be delivered to City or disposed of in a manner similar to that indicated in the previous paragraph, city agrees to pay fair market value of any such equipment which, in the city's sole opinion, cannot be reasonably decontaminated. PAGE 8 SECTION XIII - INDEMNITY PERTAININ~ TO H~Z~RDOUS MATERI~LS city acknowledges Engineer will perform part of the work at City's facilities that may contain hazardous materials, including petroleum products, or conditions, and the Engineer had no prior role in the generation, treatment, storage, or disposition of such materials. Engineer shall have no responsibility for the discov- ery, presence, handling, or disposal of or exposure of persons to hazardous materials in any form at the Project Site, provided how- ever, Engineer shall have the responsibility to and shall report to the city the location of any hazardous materials that an engineer of similar skill and expertise should have noticed. In connection with hazardous waste, including petroleum pro- ducts, city agrees to defend, hold harmless and indemnify Engineer from and against any and all claims and liabilities resulting from: (a) city's violation of any federal, state or local statute, regulation or ordinance relating to the disposal of hazardous sub- stances or constituents~ or (b) City's handling, removal, treatment, storage, transporta- tion or disposal of hazardous substances or constituents found or identified at the site~ Absent any intentional wrongful acts or negligence, in no event shall Engineer be considered the owner or operator under the Resource Conservation and Recovery Act of 1976, as amended, or any other similar Federal or State law. SECTION XIV - RIGHT TO ~UDIT= Engineer agrees that the city shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of the Engineer involving transac- tions relating to this Agreement. Engineer agrees that the City 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 compliance with the pro- visions of this section. The City shall give Engineer reasonable advance notice of intended audits. SECTION XV - SUCCESSORS /~ND ASSIGNS~ The City and the Engineer each bind themselves, their succes- sors and assigns, to the other party to this Agreement and to the successors and assigns of each other party in respect to all covenants of this Agreement. SECTION XVI - ASSIGNMENT= Neither party hereto shall assign, sublet or transfer its PAGE 9 interest herein without prior written consent of the other party, and any attempted assignment, sublease or transfer of all or any part hereof without such prior written consent shall be void. BECTION XVII INDEPENDENT CONTRACTORs Engineer shall perform all work and services hereunder as an independent contractor, and not as an officer, agent, servant or employee of the City. Engineer shall have exclusive control of, and the exclusive right to control the details of the work per- formed hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents and employees. Nothing herein shall be construed as creating a partnership or joint venture between the city and the Engineer, its officers, agents and employees, and doctrine of respondent superior has no application as between the City and the Engineer. SECTION XVIII - VENUEs Venue of any suit or cause of action under this Agreement shall lie in Denton County, Texas. SECTION XIX - NOTICEs Any notice or other written instrument required or permitted to be delivered under the terms of this Agreement shall be deemed to have been delivered, whether actually received or not, when deposited in the united States mail, postage prepaid, registered or certified, return receipt requested, addressed to Engineer or city, as the case may be, at the following addresses: CITY ENGINEER City of Denton, Texas Alan Plummer and Associates, Inc. ATTN: city Manager ATTN: President 215 E. McKinney 841 W. Mitchell Denton, TX 76201 Arlington, TX 76013 Either party may change its mailing address by sending notice of change of address to the other at the above address by certified mail, return receipt requested. I~ ~3~TI~ONY HEREpF, the~parties have executed the Agreement, this /'~'--day of ~1994. This is executed in two (2) counterparts. ~ / Agreement CIT~~DENTO--N' 7E~S . // --~l~y~ V. Harnell, city ~ager / PAGE 10 ATTEST.' Jennifer Walters, City APPROVED AS TO LEGAL FORM: Debra A. Drayovltch, City Attorney Alan Plummet and Associates, Inc. ATTEST: By: //'~~ ' PAGE 11 ATTACHMENT A ALAN PLUMMER AND ASSOCIATES, INC. HOURLY FEE SCHEDULE 1994 Range of Category B111tng Rate/Hour Word Processing 25,00 - 40.00 Technical Writer 45.00 -' 54.00 Drafter/Technician 25.00 - 60.00 Designer 40.00 - 60.00 Staff Engineer 40.00 - 70.00 Project Engineer/Scientist 50.00 - 85.00 Project Manager 75.00 - 112.00 Principal 90.00 - 130.00 Billable rates are based on "salary cost" times a multiplier of 2.22. Salary cost is based on direct payroll costs times 1.35. Salary cost includes direct payroll costs, payroll taxes, vacation, holidays, sick leave, employee insurance, and other fringe benefits borne by the Company. A multiplier if 1,00 will be applied to all direct expenses. A multiplier of 1.10 will be applied to all subcontracted work. In-house computer is billed at $15 per hour. Expert witness time is billed at $1,300 per day. ~,/94