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1989-1072751L NO -/0 AN ORDINANCE AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH FREESE AND NICHOLS, INC RELATING TO PROFESSIONAL ENGINEERING SERVICES FOR THE DESIGN OF MODIFICATIONS TO THE CITY'S RAW WATER PIPELINES AND CLEANING THEREOF, AUTHORIZING THE EXPENDITURE OF FUNDS THEREFORE, AND PROVIDING AN EFFECTIVE DATE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That the Mayor is authorized to execute an agreementFetween the City of Denton and Freese and Nichols, Inc relating to professional engineering services for the design of modifications to the City's raw water pipelines and cleaning thereof under the terms and conditions contained in the agreement, a copy of which is attached hereto and made a part hereof SECTION II That the City Council hereby authorizes the expen tune o funds not to exceed Thirty-Nine Thousand One Hundred Fifteen ($39,115) Dollars SECTION III That this ordinance shall become effective imme ate y upon its passage and approval PASSED AND APPROVED this the A%~day of 1989 RAY 6 N , M YOR ATTEST J I' R S, C C E AP ROVED AS TO LEGAL FORM DEBRA ADAMI DRAYOVITCH, CITY ATTORNEY BY -4L&I- AGREEMENT FOR ENGINEERING SERVICES STATE OF TEXAS COUNTY OF DENTON Th Agreemen made, entered into and executed this the day of , 1989, by and between the City o Denton, hereina to ca e the " " and Freese and Nichols, Inc , hereinafter called the "ENGINEER" acting herein, by and through its representative, duly authorized so to act for and in behalf of said ENGINEER WITNESSETH, that to consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows SECTION I EMPLOYMENT OF ENGINEER The OWNER agrees to employ the ENGINEER, and the ENGINEER agrees to perform professional engineering services in connection with the Project 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 engineering design services required to prepare plans and specifications for improvements to the raw water delivery system for Denton Water Treatment Facilities SECTION II PERIOD OF SERVICE This Agreement shall become effective upon execution by the OWNER and the ENGINEER and shall remain in force for the period which may reasonably be required for the design, award of contract, and construction of the Pro- ject, including Additional Services and any required extensions approved by the OWNER -1- SECTION III BASIC SERVICES The ENGINEER shall render the following professional services for the development of the Project A DESIGN PHASE After written authorization, the ENGINEER shall provide profes- sional services in this phase as follows 1 Prepare detailed plans, specifications, contract documents, designs, and layouts of improvements for the following a Raw Water Pump Station (1) Replace motor starter for raw water pump 1 (2) Rewire the motor starter for raw water pump 4 to be similar to the other motor starters (3) Provide a new motor operator for raw water pump 4 butterfly valve (4) Replace the existing trolley and hoist with an electric trolley and hoist b Cleanin Raw Water Transmission Lines Cleaning of both of t e existing raw water lines to increase the conveyance capacity of the lines The design will incorporate the following items (1) Pig launching and retrieval stations on each line (2) Procedures for pigging the lines including verification of results (3) Construction Contractor shall provide professional services as required to meet Federal, State and local laws and regulations relating to trench safety (Surveys to be furnished in Additional Services, Section IV) 2 Provide the OWNER with advice, when requested, with respect to the making of all subsurface investigations, including borings, test pits, soil resistivity surveys, and other sub- surface explorations, however, the making of such investiga- tions and the interpretations of data and reports by special consultants are not a part of the services to be rendered by the ENGINEER, and the cost therefor shall be paid by the OWNER -2- 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, but the cost of such laboratory tests or inspection shall be paid by the OWNER 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 improve- ments to be constructed 7 Furnish the OWNER five (5) 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 ten (10) 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 B 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 to 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 The two projects shall be advertised together and awarded at the same time -3- Assist the OWNER in the opening, tabulation, and analysts of the bids received and furnish recommendations on the award of contracts or the appropriate actions to be taken by the OWNER 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 Make one visit each month to the site (as distinguished from the continuous services of a Resident Project Represent- ative) 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 immediately to the OWNER, however, it is understood that the ENGINEER does not guarantee the Contractor's performance nor is the ENGINEER responsible for supervision of the Contractor's operation and employees ENGINEER shall not be responsible for the means, methods, techniques, 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 employees and agent) at the Project site or otherwise performing any of the work of the Project Consult and advise with the OWNER during construction, make recommendations to the OWNER regarding materials and work- manship, and prepare change orders with OWNER's approval Review samples, catalog data, schedules, shop drawings, labo- ratory, shop and mill tests of material and equipment and other data pursuant to the General Conditions of the Con- struction Contract 8 Assist the OWNER in arranging for testing of materials and laboratory control during construction to be conducted at the OWNER's expense 9 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 materials or -4- deviations from the plans and specifications will be considered an Additional Service 10 Review and comment on monthly and final estimates for payment to Contractor(s), pursuant to the General Conditions of the Construction Contract 11 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 con- tract documents, and review and comment on the certificate of completion and the recommendation for final payment to the Contractor(s) 12 Revise the construction drawings in accordance with the in- formation furnished by construction Contractor(s) reflecting changes in the Project made during construction Two sets of prints of "Record Drawings" shall be provided by the ENGINEER to the OWNER 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, are described as follows Field Surveying required for the preparation of designs, drawings and plans Field layouts or the furnishing of construction line and grade surveys 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 con- struction performed by the OWNER 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 center-line type descriptions for the procurement of easements along pipeline routes developed from the design surveys for the design of pipeline projects, however, additional surveys re- quired to determine property corners and complete development of -5- descriptions for right-of-way easements will be considered an Additional Service Preparing applications and supporting documents for government grants, loans, or planning advances and providing data for detailed applications Providing shop, mill, field or laboratory inspection of materials and equipment Preparing any required Operation and Maintenance Manuals or conducting operator training and preparing Environmental Impact Assessments or Statements Appearing before regulatory agencies or courts as an expert wit- ness in any litigation with third parties or condemnation proceed- ings arising from the development or construction of the Project, including the preparation of engineering data and reports for assistance to the OWNER Furnishing the services of a Resident Project Representative to act as the OWNER's on-site representative during the construc- tion 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 the Construction Phase As set forth in Section III, B 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 (1) visit each month as set forth in Section III, Paragraph B 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 pro- gress 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 defi- ciencies 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 Assisting the OWNER in claims disputes with Contractor(s) Performing investigations, studies and analyses of substitutions of equipment and/or materials or deviations from the plans and specifications -6- L Assisting OWNER or Contractor 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 Systems 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 Agreement Such person shall have contract authority to transmit instruc- tions, 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 require- ments for the Project, including design objectives and con- straints, space, capacity and performance requirements, flexi- bility and expandability, and any budgetary limitations, and furnish copies of all design and construction standards which OWNER will require to be included in the Drawings and Specifica- tions C Assist ENGINEER by placing at ENGINEER's disposal all available 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 Examine all studies, reports, sketches, drawings, specifica- tions, proposals and other documents presented by ENGINEER, obtain advice of an attorney, insurance counselor and other consultants as OWNER 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 F Furnish approvals and permits from all governmental authorities having jurisdiction over the Project and such approvals and consents from others as may be necessary for completion of the Project -7- G The OWNER shall make or arrange to have made all subsurface investigations, including but not limited to borings, test pits, soil resistivity surveys, and other subsurface explorations OWNER shall also make or arrange to have made the interpretations of data and reports resulting from such investigations All costs associated with such investigations shall be paid by the OWNER H Provide such accounting, independent cost estimating and in- surance counseling services as may be required for the Project, such legal services as OWNER may require or ENGINEER may reasonably request with regard to legal issues pertaining to the Project including any that may be raised by Contractor(s), such auditing service as OWNER may require to ascertain how or for what purpose any Contractor has used the moneys paid under the construction contract, and such inspection services as OWNER may require to ascertain that Contractor(s) are complying with any law, rule, regulation, ordinance, code or order applicable to their furnish- ing and performing the work I The OWNER shall determine, prior to receipt of construction bid, if the ENGINEER is to furnish Resident Project Representative service so the Bidders can be informed J If OWNER designates a person to represent OWNER at the site who is not the ENGINEER or ENGINEER's agent or employee, the duties, re- sponsibilities and limitations of authority of such other person and the affect thereof on the duties and responsibilities of Engi- neer and the Resident Project Representative (and any assistants) will be set forth in an attachment that is to be identified, attached to and made a part of this Agreement before such services begin K Attend the pre-bid conference, bid opening, pre-construction conferences, construction progress and other job related meetings and substantial completion inspections and final payment inspec- tions L 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, or any defect or nonconformance of the work of any Contractor M Furnish, or direct ENGINEER to provide, Additional Services as stipulated in Section IV of this Agreement or other services as required N Bear all costs incident to compliance with the requirements of this Section V -8- SECTION VI COMPENSATION A BASIC SERVICES Compensation to ENGINEER for the work defined in Section III shall be the lump sum amount of $39,115 as listed below Preparation of Plans and Specifications (III A) Raw Water Pump Station Improvements $15,600 Cleaning Raw Water Transmission Lines 13,700 Construction Phase (III B) Advertising and Award $ 3,500 General Representation 6,315 Total Fee $ 9,115 Any applicable new taxes imposed upon services, expenses, and charges by any govern- mental body after the execution of this contract will be added as necessary to the ENGINEER's compensation Progress payments may be requested by the ENGINEER based on the percent complete Requests for progress payments will not be more frequent than monthly ADDITIONAL SERVICES For Resident Representation and Inspection During Construc- tion and Construction Layout For the resident representation during construction and construction layout (Section IV I), the ENGINEER shall be paid based on the Schedule of Charges shown in Attachment A 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 For Other Additional Services For Additional Services to S representation, the ENGINEER Schedule of Charges shown in Additional Services shall be by the ENGINEER Statements frequently than monthly action IV except resident shall be paid based on the Attachment A Payments for due and payable upon submission shall not be submitted more if OWNER fails to make any payment due ENGINEER for services and expenses within thirty days after receipt of ENGINEER's statement therefore, the amounts due ENGINEER will be increased at the rate of 1/ per month from -9- 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 SECTION VII 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 con- siderations 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 SECTION VIII 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 The ENGINEER shall render services necessary for the development of the Project as outlined herein ENGINEER shall exercise the same degree of care, skill and diligence in the performance of the Services as is ordinarily provided by a professional engineer under similar circumstances and ENGINEER shall, at no cost to the OWNER, reperform Services which fail to satisfy the foregoing standard of performance SECTION IX OWNERSHIP OF DOCUMENTS All documents prepared or furnished by ENGINEER (and ENGINEER's independent associates and consultants) pursuant to this Agreement are instruments of -10- service and ENGINEER shall retain an ownership and property interest here- in OWNER may make and retain copies for information and reference, how- ever, such documents are not intended or represented to be suitable for reuse by OWNER or others Any reuse by OWNER "or by those who obtained said documents from OWNER" without written verification or adaptation by ENGINEER will be at OWNER's sole risk and without liability or leyal exposure to ENGINEER, or to ENGINEER's independent associates or consultants, and OWNER shall indemnify and hold harmless ENGINEER and ENGINEER's independent associates and consultants from all claims, damages, losses and expenses including attorneys' fees arising out of or resulting therefrom Any such verification or adaptation will entitle ENGINEER to further compensation at rates to be agreed upon by OWNER and ENGINEER SECTION X INDEMNITY AGREEMENT ENGINEER shall indemnify and save harmless the OWNER and its officers, agents, and employees from the liability of the OWNER on account of any injuries or damages received or sustained by any person or persons or property, including court costs and reasonable attorneys fees incurred by the OWNER, proximately caused by the negligent acts or omissions of the ENGINEER or its officers, agents, or employees in the execution, operation, or performance of this Agreement In the event of liability from suits, actions or claims arising out of or occasioned by the negligence of both the ENGINEER and the OWNER, their agents or employees, in the performance of this Agreement, each party shall contribute toward the satisfaction of the liability its proportionate share, which share shall be equal to the percentage of negligence attributable to the party SECTION XI ARBITRATION No arbitration 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 XII TERMINATION OF CONTRACT OWNER may indefinitely suspend further work hereunder or terminate this Contract or any phase of this Contract upon thirty (30) days prior written notice to the ENGINEER with the understanding that immediately upon the -11- receipt of such notice all work and labor being performed under this Contract shall cease immediately Before the end of the thirty (30) day period, ENGINEER shall invoice the OWNER for all work accomplished by it prior to the receipt of such notice No amount shall be due for lost or anticipated profits All plans, field surveys, and other data related to the project shall become property of OWNER upon termination of the Contract and shall be promptly delivered to OWNER in a reasonably organized form without restriction on future use except as stated in Section IX Should OWNER subsequently contract with new CONSULTANT for continuation of Services on the Project, ENGINEER shall cooperate in providing information SECTION XIII 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, administrators and legal representatives (and said assigns) of such other party, in respect of all covenants, agreements and obligations of this Agreement Neither OWNER nor ENGINEER shall assign, sublet or transfer any rights under or interest in (including, but without limitation, moneys that may become due or moneys 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 This Agreement (consisting of pages 1 to 13 inclusive) constitutes the entire Agreement between OWNER and ENGINEER and supersedes all prior written or oral understandings This Agreement may only be amended, supplemented, modified or cancelled by a duly executed written instrument SECTION XIV The following Attachments are attached to and made a part of this Agreement Attachment A - Schedule of Charges -12- This contract is executed in two counterparts IN TESTIMONY EREOF, they have executed this Agreement, the 1~day of 1989 ATTEST CITY OF DENTON, TEXAS Owner - 4+ APPROVED AS TO LEGAL FORM By ATTEST By LV= AW~ FREESE AND NICHOLS, INC Engineer By -13- ATTACHMENT A SCHEDULE OF CHARGES Staff Members Salary Cost Times Multiplier of 2 3 Resident Representation Salary Cost Times Multiplier of 2 0 Salary Cost is defined as the cost of payroll of engineers, drafters, stenographers, surveyors, clerks, laborers, etc , for time directly chargeable to the project, plus social security contributions, unemployment compensation insurance, retirement benefits, medical and insurance benefits, longevity payments, sick leave, vacation and holiday pay applicable thereto (Salary Cost is equal to 1 42 times payroll This factor is adjusted annually ) Other Direct Expenses Sub Consultant Expenses Actual Cost Times Multiplier of 1 15 All Other Direct Expenses Actual Cost Times Multiplier of 1 00 Other direct expenses shall include printing and reproduction expense, communication expense, travel, transportation and subsistence away from Fort Worth and other miscellaneous expenses directly related to the work, including costs of laboratory analysis, tests, and other work required to be done by independent persons or agents other than staff members A-1