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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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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
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