1989-0072262L
N0. ft__0_07
AN ORDINANCE APPROVING AN AGREEMENT BETWEEN THE CITY OF DENTON
AND FREESE AND NICHOLS, INC. FOR PROFESSIONAL ENGINEERING
SERVICES; AUTHORIZING THE MAYOR TO EXECUTE THE AGREEMENT;
APPROVING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING FOR
AN EFFECTIVE DATE.
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION I. That the City Council hereby approves and
authorizes the Mayor and City Secretary to execute and attest,
respectively, the agreement between the City of Denton and
Freese and Nichols, Inc. for the development of a twenty-year
master plan for improvements to the wastewater treatment plant,
under the terms and conditions contained in said agreement which
is attached hereto and made a part hereof.
SECTION II. That the City Council authorizes the
expenditure of funds in the manner and amount as specified in
the agreement.
SECTION III. That this ordinance shall become effective
immediately upon its passage and approv 1.
PASSED AND APPROVED this the L~ day of , 19$9•
ATTEST:
E WALTERS, CI SECRETARY
APPROVED AS TO LEGAL FORM:
DEBRA ADAMI DRAYOVITCH, CITY ATTORNEY
BY :
2262L
THE STATE OF TEXAS §
COUNTY OF DENTON §
ENGINEERING SERVICES CONTRACT
BETWEEN THE CITY OF DENTON AND
FREESE AND NICHOLS, INC.
THIS CONTRACT, by and between the CITY OF DENTON, a municipal
corporation, located in Denton County, Texas, hereinafter called
"CITY" and Freese and Nichols, Inc., a corporation authorized to
do business in the State of Texas, hereinafter called "ENGINEER",
evidences the following:
WHEREAS, CITY desires the professional engineering services
of ENGINEER, for the development of a twenty-year master plan for
improvements to its wastewater treatment plant, hereinafter
called "Project", and,
WHEREAS, ENGINEER is qualified and capable of performing the
professional engineering services proposed herein for this Pro-
ject and is willing to enter into this Contract with CITY to
perform said services;
NOW, THEREFORE, the parties in consideration of the terms and
conditions contained herein agreed as follows:
I.
EMPLOYMENT OF THE ENGINEER
ENGINEER agrees to perform professional engineering services
(Services) in connection with the Project as set forth in the
following sections of this contract, and CITY agrees to pay, and
ENGINEER agrees to accept fees as set forth in the following
sections as full and final compensation for all services provided
under this Contract.
II.
ENGINEER'S SERVICES
A. The ENGINEER shall render services necessary for the
development of the Project as outlined herein. The Scope of
Services which ENGINEER agrees to perform is set forth in Exhibit
"A", attached hereto and incorporated by reference 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 owner, reperform services which
fail to satisfy the foregoing standard of performance.
B. CITY agrees to assist ENGINEER by providing the following:
1. CITY will provide record construction documents,
and plant operating records for the last 36 months.
2. CITY will provide plant operator assistance during
ENGINEER's site visits, lab analysis, sampling and
testing at the plant as necessary.
3. CITY will project staffing requests, laboratory
space needs and current building use.
III.
PAYME14T FOR SERVICES
A. Payment for the service outlined under the scope of work
shall be on the basis of salary costs times a multiplier of 2.3
plus direct expenses times a multiplier of 1.0, with the maximum
compensation not to exceed One Hundred Four Thousand Seven
Hundred Fifty Dollars ($104,750.00) without written authorization
by the CITY. The salary cost is defined as the cost of salaries
of engineers, draftsmen, stenographers, surveymen, clerks,
laborers, etc., for time directly chargeable to the project, plus
social security contributions, unemployment compensation
insurance, retirement benefits, medical and insurance benefits,
bonuses, sick leave, vacation and holiday pay applicable
thereto. (Salary Cost is equal to 0.41 times salary payments.)
Direct expenses shall include computer printing and reproduction
expense, communication expense, travel, transportation and
subsistence away from Fort Worth and other miscellaneous expense
directly related to the work.
B. ENGINEER shall submit itemized monthly statements for
Services, Direct Non-Labor Expenses, and for Subcontractor's Cost
incurred. CITY shall make payments in the amount shown by the
ENGINEER'S monthly statements and other documentation submitted.
C. Nothing contained in this article shall require CITY to
pay for any work which is unsatisfactory as reasonably deter-
mined by the Executive Director of Utilities or which is not
submitted in compliance with the terms of this Contract. CITY
shall not be required to make any payments to the ENGINEER when
the ENGINEER is in default under this Contract; nor shall this
paragraph constitute a waiver of any right, at law or in equity,
which CITY may have if the ENGINEER is in default, including the
right to bring legal action for damages or for specific
performance of this Contract.
PAGE 2
D. CITY has the right to audit the time records and salaries
of personnel and charges for Direct Non-Labor expenses.
IV.
OWNERSHIP OF DOCUMENTS
All information and other data given to, prepared, or
assembled by ENGINEER under this Contract, and any other related
items shall become the sole property of CITY and shall be
delivered to CITY. Any reuse without written verification or
adaptation by ENGINEER for the specific purpose intended will be
at CITY'S sole risk and without liability to ENGINEER. Any such
verification or adaptation shall entitle ENGINEER to further
compensation at rates to be agreed upon CITY AND ENGINEER.
V.
SERVICES BY CITY
CITY shall provide the services under this Contract as listed
and set forth in Section II. B.
VI.
COMPLETION SCHEDULE
A. For the purposes of this contract, a month is defined as
thirty (30) calendar days and a week as seven (7) calendar days.
If any of the following submissions fall on a CITY non-working
day, then the submission shall be due the following CITY working
day. All services to be performed under this Contract will be
completed within 180 calendar days after the date the ENGINEER is
authorized in writing by the CITY to proceed, excluding CITY
review time. In particular, ENGINEER shall comply with the
following time schedules:
1. ENGINEER shall submit an interim report recommending
continuation or expansion of the sludge inspection system
within 60 days from authorization to proceed.
2. ENGINEER shall complete the draft sludge management report
within 90 days from authorization to proceed.
3. ENGINEER shall submit the Master Plan draft report within
180 calendar days. The final report and copies shall be
delivered to the CITY within 15 days following review and
approval of the draft.
PAGE 3
B. CITY shall have control of the services to be rendered and
no work shall be done under this Contract until the ENGINEER is
instructed in writing to proceed.
VII.
TERMINATION OF CONTRACT
CITY may indefinitely suspend further work hereunder or termi-
nate 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 receipt of such notice all work and
labor being performed under this Contract shall cease immediately.
Before the end of each thirty (30) day period, ENGINEER shall
invoice the CITY for all work accomplished by him 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 CITY upon termi-
nation of the Contract and shall be promptly delivered to CITY in
a reasonably organized form without restriction on future use
except as stated in Article IV. Should CITY subsequently contract
with new consultant for continuation of services on the Project,
ENGINEER shall cooperate in providing information.
VIII.
RESPONSIBILITY FOR CLAIMS AND LIABILITIES
Approval by CITY shall not constitute nor be deemed a release
of the responsibility and liability of the ENGINEER, its
employees, associates, agents, and consultants for the accuracy
and competency of their designs or other work; nor shall such
approval be deemed to be an assumption of such responsibility by
CITY for any defect in the design or other work prepared by the
ENGINEER, its employees, subcontractors, agents, and consultants.
IX.
EQUAL EMPLOYMENT OPPORTUNITY
A. The ENGINEER shall not discriminate against any employee
or applicant for employment because of race, age, color, religion,
sex, ancestry, national origin, or place of birth. The ENGINEER
shall take affirmative action to insure that applicants are
employed and that employees are treated during their employment
without regard to their race, age, color, religion, sex, ancestry,
national origin, or place of birth. This action shall include,
but not be limited to, the following:
PAGE 4
Employment, upgrading, demotion or transfer, recruit-
ment or recruitment advertising; layoff or termina-
tion; rates of pay or other forms of compensation;
and selection of training, including apprenticeship.
The ENGINEER agrees to post in a conspicuous place, available
to employees and applicants, notices to be provided by CITY
setting forth the provisions of this non-discrimination clause.
B. The ENGINEER shall, in all solicitations or advertisements
for employees placed by or on behalf of the ENGINEER, state that
all qualified applicants will receive consideration for employ-
ment without regard to race, color, religion, sex, age, ancestry,
national origin, or place of birth.
C. The ENGINEER shall furnish all information and reports
required by the City Manager or his designee and shall permit the
City Manager or his designee to investigate his payrolls and
personnel records which pertain to current professional services
contracts with CITY for purposes of ascertaining compliance with
this equal employment opportunity clause.
D. The ENGINEER shall file compliance reports with CITY as
may be required by the City Manager or his designee. Compliance
reports must be filed within the time, must contain information
as to the employment practices, policies, programs, and statistics
of the ENGINEER, and must be in the form that the City Manager or
his designee prescribes.
E. If the ENGINEER fails to comply with the equal employ-
ment opportunity provisions of this Contract, it is agreed that
the CITY at its option may do either or both of the following:
1. Cancel, terminate or suspend the Contract in whole
or in part;
2. Declare the ENGINEER ineligible for further CITY
contracts until it is determined to be in
compliance.
X.
NONDISCLOSURE OF PROPRIETARY INFORMATION
ENGINEER shall consider all information provided by CITY and
all drawings, reports, studies, design calculations, plans,
specifications and other documents resulting from the ENGINEER'S
performance of the Services to be proprietary unless such infor-
mation is available by law from public entities. ENGINEER shall
PAGE 5
not publish or disclose proprietary information for any purpose
other than the performance of the Services without the prior
written authorization of CITY. ENGINEER shall not make any
written or verbal statement to any press or news media concerning
the project without the written authorization of CITY.
XI.
AMENDMENTS
This Contract may be amended or supplemented in any parti-
cular only by written instrument and only as approved by the City
Council except as identified in Article VIII, Termination of
Contract.
XII.
COMPLIANCE WITH LAWS, CHARTERS, AND ORDINANCES, ETC.
The ENGINEER, his consultants, agents and employees, and
subcontractors shall comply with all applicable Federal and State
laws, the Charter and Ordinances of the City of Denton, and with
all applicable rules and regulations promulgated by all local,
State and National boards, bureaus, and agencies. The ENGINEER
shall further obtain all permits and licenses required in the
preparation of the work contracted for in this Contract.
XIII.
ASSIGNMENT
This Contract provides for personal services and the ENGINEER
shall not assign this Contract, in whole or in part, without the
prior written consent of the CITY.
XIV.
NOTICES
All notices, communications, and reports required or per-
mitted under this Contract shall be personally delivered or
mailed to the respective parties by depositing same in the United
States mail at the addresses shown below, unless and until either
party is otherwise notified in writing by the other part at the
following addresses. Mailed notices shall be deemed communicated
as of five days mailing.
PAGE 6
If intended for CITY, to: If intended for ENGINEER, to:
City of Denton Freese and Nichols, Inc.
Attn: Robert E. Nelson £311 Lamar Street
Executive Director for Utilities Fort Worth, Texas 76102-3683
215 East McKinney Street Attn:
Denton, Texas 76201
XV.
INDEPENDENT CONTRACTOR
In performing services under this Contract, ENGINEER is per-
forming services of the type performed prior to this Contract,
and ENGINEER by the execution of this Contract does not change
the independent status of the ENGINEER in the performance of this
Contract shall be construed as making ENGINEER the agent,
servant, or employee of Denton.
XVI.
INDEMNITY
ENGINEER agrees to defend, indemnify, and hold CITY whole and
harmless against any and all claims for damages, costs, and
expenses to persons or property that may arise out of, or be
occasioned by or from any negligent act, error, or omission of
ENGINEER or any agent, servant, or employee of ENGINEER in the
execution or performance of this Contract.
XVII.
INSURANCE
A. Prior to the time ENGINEER is entitled to commence any
part of the services under this Contract, ENGINEER shall procure,
pay for and maintain the following insurance written by companies
licensed in the State of Texas or meeting surplus lines require-
ments of Texas law and acceptable to CITY. The insurance shall
be evidenced by delivery to CITY of certificates of insurance
executed by the insurer listing coverage and limits, expiration
date of policy, and certifying that the insurer is licensed to do
business in Texas or meets the surplus lines requirements of
Texas law. The insurance requirements shall remain in effect
throughout the term of this Contract:
PAGE 7
1. Worker's Com ensation as required by law;
Em .o ers Lia i it Insurance of not less than
1 or each acci ent.
2. Comprehensive General Liability Insurance, includ-
ing Contractual Liability, covering, but not
limited to, the liability assumed under the
indemnification provisions of this Contract, with
limits of liability for bodily injury and property
damage of not less than $250,000. Coverage shall
be on an "occurrence basis, and the policy shall
include Broad Form Property Damage Coverage.
3. Professional Liability Insurance (including Errors
and Omissions with minimum limits of $1,000,000.00
per occurrence.
4. Comprehensive Automobile and Truck Liability
Insurance, covering owned, hired and non-owned
ve is es, with minimum limits of $250,000, each
occurrence, for bodily injury and property damage,
such insurance to include coverage for loading and
unloading hazards.
5. $1,000,000.00 combined single limits bodily injury
and property damaged liability insurance, including
death, as an excess of the primary coverage
required above.
B. Each insurance policy shall include the following condi-
tions by endorsement to the policy:
1. Each policy shall require that fifteen (15) days
prior to the expiration, cancellation, non-renewal
or any material change in coverage, a notice there-
of shall be given to CITY by certified mail to:
City of Denton
Attn: Robert E. Nelson
Executive Director for Utilities
215 East McKinney Street
Denton, Texas 76201
2. Companies issuing the insurance policies shall
have no recourse against CITY for payment of any
premiums or assessments for any deductibles which
all are at the sole responsibility and risk of
ENGINEER.
PAGE 8
3. The term "CITY" or "City of Denton" shall in-
clude all authorities, Boards, Bureaus, Commis-
sions, Divisions, Departments, and offices of CITY
and the individual members, employees and agents
thereof in their official capacities, and/or while
acting on behalf of the City of Denton.
4. The policy clause "Other Insurance" shall not
apply to any insurance coverage currently held by
CITY, to any such future coverage, or to City's
Self-Insured Retentions of whatever nature.
ENGINEER hereby waives subrogation rights for loss or damage
against CITY to the extent same is covered by insurance.
XVIII.
MISCELLANEOUS
A. This Contract may be executed in any number of counter-
parts, each of which shall be deemed an original and constitute
one and the same instrument.
B. A waiver by either ENGINEER or CITY of any breach of a
provision of this contract shall not be binding upon the waiving
party unless such waiver is in writing in the event of a written
waiver, such a waiver shall not affect the waiving party's rights
with respect to any other or future breach.
C. In case any one or more of the provisions contained in
this Contract shall for any reason be held to be invalid,
illegal, or unenforceable in any respect, such invalidity,
illegality, or enforceability shall not affect any other
provision thereof and this Contract shall be considered as if
such invalid, illegal, or unenforceable provision had never been
contained in this Contract.
D. This Contract shall be governed by and construed in
accordance with the laws and decisions of the State of Texas.
E. The obligations of the parties to this Contract are
performable in Denton County, Texas, and if legal action is
necessary to enforce it, exclusive venue shall lie in Denton
County, Texas.
PAGE 9
XIX.
ENTIRE AGREEMENT
This Contract embodies the complete agreement of the parties
hereto, superseding all oral or written previous and contemporary
agreements between the parties and relating to matters in this
Contract, and except as otherwise provided herein cannot be
modified without written agreement of the parties to be attended
to and made a part of this Contract
EXECUTED this the l~ day of , 199.
CITY OF DENTON, TEXAS
BY:
RAY S, E ENS MAYOR
J
ATTEST:
I ALT S, CITY SECRETARY
ROVED AS TO LEGAL FORM:
DEBRA ADAMI DRAYOVITCH, CITY ATTORNEY
BY:
FREESE AND NICHOLS, INC.
BY:
TITLE:
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ATTEST:
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PAGE 10
EXHIBIT "A" - SCOPE OF SERVICES
1. Wastewater Treatment Plant Evaluation
Estimated
A. Data Analysis Time Required (Firs)
Review the City's available operation
Principal-in-Charge
and performance records for the past 36
Project Manager
months with regard to flow, organic
Project Engineer
loading, effluent quality, sludge pro-
Technician
duction and infiltration inflow problems.
Compile, summarize and evaluate opera-
tional data to provide a basis for
diagnosis of the performance of the
treatment units. Two consecutive days
of site visits and operational observa-
tion are scheduled. In addition, flow
projections for a 20-year period will be
prepared to determine treatment require-
ments for the Master Plan.
Estimated
B. Analysis of Design Capabilities Time Required (Hrs)
The treatment capacities of each major
treatment unit will be evaluated under
current flows and load conditions, and
current and anticipated permit require-
ments. A projection of performance at
projected design loading based on
existing effluent limits will be made.
In addition, the major mechanical equip-
ment, and electrical and instrumentation
systems will be evaluated and recommen-
dations presented for repair or replace-
ment.
The major treatment units to be
evaluated for process capacity and
hydraulic capacity include:
(1)Raw Sewage Pumping
(2)Primary Clarification
(3)Aeration Basin
(4)Aeration Equipment
(5)Final Clarifier
(6)Chlorination System
(7)Effluent Filters
(8)Sludge Digestion
(9)Scum Handling System
6
24
50
8
Principal-in-Charge 4
Project Manager 24
Project Engineer 80
Design Engineer 120
EXHIBIT "A" - SCOPE OF SERVICES (Con It)
evaluated and additional sludge treat-
ment and disposal alternatives will be
developed for comparison. This analysis
will also include the determination of
the number and type of permits required
by regulatory agencies, land require-
ments, equipment requirements, and
costs for each alternative. An interim
letter report will be prepared with
regard to continuation or expansion of
subsurface injection.
F. Energy Recovery System
An economic analysis will be performed
to determine the desirability of uti-
lizing digester gas as a fuel source
for engine generators or engine blowers.
The analysis will include full time,
part time and emergency power supply
alternatives.
G. Wastewater Reuse
The feasibility of reusing treated
effluent to irrigate the tree farm
adjacent to the plant will be deter-
mined. This evaluation will include
an assessment of the permitting require-
ments and the industrial water reuse
requirements with respect to quality
and additional treatment.
H. Space Study
A study will be performed for the
existing plant to determine building
space requirements for the various
plant operation, maintenance and
laboratory operations. The study will
include development of space needs at
the existing plant for the 20-year
study period, inventory of existing
building and current usage, and
recommended space needs.
Estimated
Time Required (Hrs)
Principal-in-Charge 4
Project Manager 16
Project Engineer 36
Design Engineer 40
Estimated
Time Required (Hrs)
Principal-in-Charge 4
Project Manager 8
Project Engineer 12
Estimated
Time Required (Hrs)
Principal-in-Charge 4
Project Manager 14
Project Engineer 40
Technician 80