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1987-1241848L AN ORDINANCE APPROVING AN AGREEMENT BETWEEN THE CITY OF DENTON AND FREESE ~ NICHOLS FOR IMPROVEMENTS AT THE CITY OF DENTON WASTEWATER TREATMENT PLANT, AND PROVIDING AN EFFECTIVE DATE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That the City Council hereby approves and auth- orzzes the Mayor and City Secretary to execute and attest, respectively, the agreement between the City of Denton and Freese ~ Nichols for improvements at the Water Treatment Plant, under the terms and conditions contained in said agreement which zs attached hereto and made a part hereof SECTION II That this ordinance shall become effectzve zmmediately upon its passage and approval ~ PASSED AND APPROVED this the ~ day of , 1987 ATTEST 23'~3NNIFER WA~,,~i~ERS, CI{Y S~mCRE~;~'~RY APPROVED AS TO LEGAL FORM DEBRA ADAMI DRAYOVITCH, CITY ATTORNEY AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND FREESE AND NICHOLS, INC FOR ENGINEERING SERVICES STATE OF TEXAS () COUNTY OF () This Agreement made, entered into and executed this the day of , 1987, by and between the City of Denton, hereinafter called the "OWNER" 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 in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows SECTION ! 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 the construction of Improvements to the Denton Wastewater 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 per~od 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 sha~l render the following professional services for the development of the Project A Prepare plans and specifications for the construction improvements to the following facilities 1 Final Clariflers 1~ 2 and 3 The improvements for these fa- cilltles include structural repairs to the effluent launders, modification of the sludge removal tubing and valving in Basin Nos 2 and 3, leveling of the effluent launder in Basin No 3, and miscellaneous steel replacement and palnt~ng of all three clartfier mechanisms In addit~on, replacement of the existing influent valves to each final clartfier 2 Primary Clarifiers 1~ 2 and 3 Replace the effluent weirs and scum baffles in the three primary clarlflers 3 Effluent Meter Vault Construction of a final effluent meter vault for metering the wastewater flows discharged from the p~ant 4 Electrical Switch§ear for Existinq Raw Sewa§e Pumps 1 and 2 The work under this item consists of furnishing and installing electrical switchgear for Raw Sewage Pumps No 1 and 2 ~n the old raw sewage pump station Estimated Time Required (Hrs) Principal-in-Charge 4 Project Manager 24 Project Engineer 156 Technician 179 Clerical 40 Expenses $1,400 O0 B Assist the City in advertising the project and ~n rece~ving bids, evaluate the bids received, make recommendation for contract awards, and conform documents for contract execution Estimated Time Required (Hrs) Project Manager 8 Project Engineer 16 Clerical 4 Expenses $ 150 O0 -2- C Conduct preconstruction conference for the project and furnish general representation relating to site visits (one visit per month), processing pay estimates, and shop drawing review in accordance with the requirements of the General Conditions of the construction contract documents Estimated Time Required (Hrs) Project Manager lO Project Engineer 106 Clerical 10 Expenses $ 450 O0 D Prepare opinions of probable construction cost for the construction project Estimated Time Required (Hrs) Project Engineer 6 E Prepare record drawings of the project following completion of the construction Estimated Time Required (Hrs) Project Engineer 2 Technician 8 SECTION IV COMPENSATION The ENGINEER agrees to perform the services outlined in Section III, Basic Services on the bas~s of employee fringe benefit cost plus salaries of staff personnel for time directly chargeable to the project times a multiplier of 2 5 and plus other direct expense directly chargeable to the project The projected fee for services is $27,400 O0 based on estimated workhours and expenses described herein The actual fee will be based on actual quantities and costs using the multipliers as described in this Section Compensation terms are as defined below A Em@loyee Frln§e Benefit Cost Employee Fringe Benefit Cost includes costs in addition to payroll that accrue to the direct benefit of the employee such as Social Security contributions, unemployment compensation insurance, retirement benefits, medical and insurance benefits, sick leave, vacation and holiday pay, etc -3- (Employee Fringe Benefit Cost is equal to 0 39 times salary payments This factor is adjusted annually ) B Salaries of Staff Personnel Salaries of Staff Personnel is de- fined as salary paid directly to staff personnel before any deduc- tlons C Other Direct Expense Other direct expenses shall include computer time, printing and reproduction expense, commun~cation expense, travel, transportation and subsistence away from Fort Worth and other miscellaneous expense dlrect~y related to the work Any applicable taxes imposed by Federal, State or local governments after the date of execution of the Agreement are not included in the fee set forth herein and w~l be added to the applicable ser- vices and expenses However, ~f the OWNER ts exempted by statute from payment of such taxes and the ENGINEER is therefore not re- quired to collect such taxes, no additional payment to the Engineer shall be required SECTION V ADDITIONAL SERVICES Payment for additional services to be performed by the FNGINEER, if authorized by the OWNER, which are not ~ncluded in the Basic Services described in Section III, shall be based upon the Schedule of Charges presented in Exhibit A SECTION VI RESPONSIBILITIES OF OWNER OWNER shall do the fol~owlng 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 polic~es and decisions with respect to ENGINEER's serwces for the Project B Prowde a~l criteria and full information as to OWNER's require- ments for the Project, including design ob2ectives 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 ~n the design -4- 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 SECTION VII TIME OF COMPLETION The ENGINEER will commence work on the Project immediately upon execution of this contract The ENGINEER shall complete the design phase w~thln 120 days after authorization to proceed SECTION VIII OPINION OF PROBABLE CONSTRUCTION COST The ENGINEER will furnish an opinion of probable construction cost of the work, but does not guarantee the accuracy of such estimates Opinions of probable construction cost, financial evaluations, feas~billty studies, economic analyses of alternate solutions and utilitarian con- slderatlons 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 bas~s 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 IX REVISION TO PLANS AND SPECIFICATIONS The OWNER reserves the right to direct substantial revision of the Plans and Specifications after approval by the OWNER as OWNER may deem necessary, but in such event the OWNER shall pay to the ENGINEER just and equitable compensation for services rendered in making such revisions -5- SECTION X OWNERSHIP OF DOCUMENTS AI~ documents prepared or furnished by ENGINEER (and ENGINEER's Independent associates and consultants) pursuant to this Agreement are instruments of 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 without written verification or adaptation by ENGINEER will be at OWNER's sole risk and w~thout liability or legal 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 arls~ng out of or resulting therefrom Any such verification or adaptlon will entitle ENGINEER to further compensation at rates to be agreed upon by OWNER and ENGINEER SECTION XI 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 ~iability 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 l~ab~llty its proport~on- ate share, which share shall be equal to the percentage of negligence attributable to the party SECTION XII ARBITRATION No arbitration arising out of, or relating to, th~s Agreement involving one party to this Agreement may include the other party to this Agreement without their approval -6- SECTION XIII TERMINATION OF CONTRACT The obligation to provide services under this Agreement may be terminated by either party upon thirty days' written notice in the event of substan- tial failure by the other party to perform in accordance with the terms thereof through no fault of the terminating party In the event of any termination, ENGINEER will be paid for all services rendered and reim- bursable expenses incurred to the date of termination and, in addition, all reimbursable expenses directly attributable to termination SECTION XIV 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 shal~ assign, sublet or transfer any r~ghts under or interest in (including, but w~thout llmitat~on, moneys that may become due or moneys that are due) this Agreement w~thout 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 spec~fically 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 wi~l 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 to __ 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 ~nstrument -7- SECTION XV The following exhibits are attached to and made a part of this Agreement Exhibit A Schedule of Hourly Rates Th~s contract is executed in two counterparts IN T~E~ST~MONY HEREOF, they have executed thls Aqreement, the ~ day of/~ , 1987 ATTEST CITY OF DENTON, TEXAS, OWNER ~[N~IFER WA~TERS J f ~ RAY STEF~E~¢S, HA~OR CITY SECRETARY APPROVED AS TO LEGAL FORM DEBRA ADAMI DRAYOVITCH CITY ATTORNEY ATTEST FREESE AND NICHOLS, INC , ENGINEER ROBERT L NICHOLS EXECUTIVE VICE PRESIDENT -8- EXHIBIT A SCHEDULE OF HOURLY RATES Classification Hourly Rate Principal-in-Charge $37 50 Project Manager 23 15 Project Engineer lq 60 Technician 9 15 Clerical 8 75 -9- CHA GIg 01 ?PA W01K 01/DE1 PROJECT Denton Water Treatment Plant Upqrade - Phase 2 CONTRACT No 9657 OWNER Clty of Denton, Texas CONTRACTOR Tonto ConstrUCElOn Co CHARGE ORDER NO Nine (9) Revised DATE March 3 1988 CHANGE OR EXTRA WORK TO BE PERFORMED Revzse ammonza p~pzng to provide 1 ~nch diameter ammonia feed p~plng throughout the plant and provzde ammonia Gas valves to allow select~on of feed points at the ammonlators Amount to be added $ 3 219 ~7 Days to be added 3 The compensatzon acreed upon ~n this Chance or Extra Work Order is a full complete and £~nal payment for all costs the Contractor may incur as a result o£ or relatlnc to this chance whether said costs are known unknown, foreseen or unforseen at this time, lncludlnc without limitation, any cost for delay, extended overhead, ripple or impact cost, or any other effect on chanced or unchanced work as a result of this Chance or Extra Work Order Previous Contract Amount $ 3 659,~35 sl Net Increase in Contract Amount 3 219 s7 Kevlsed Contract Amount $ 3 663 055 6~ Net Chan~e in Contract Time oX Completion 3 days Revlsed contract time of completion July 8, 1988 Recommended by Approved by Date /6' ~/ /~a~e- Approved by CITY OF DENTQN ,~.~// //