2014-334• ' i � • � � �'
. � . � . � � � � • • �, •
� � , � . �, � � � . . � # . .
. � �� � � ' ' ' • . f
. . . . • . • � • '' � � : ' !, ' ' � � �'
., � � � � . . ... . � *. . .. •. �
� � � � , � . . . . � • �' !; � � '
•. �', � . . . . *1� � •'' ' 1 '
• � � � • � ' � ' # ' � ' •' • # � '� � : 1 � 1';
.. �, � . � • ,.: •; • • • • • �
• • f i �1 1
WHEREAS, an April 25, 2011, the City awarded a Professianal Services Agreement for
Architect or Engineering Services (hereafter the "Agreement"} to CP&Y, Inc., Dallas, Texas, in the
amount of $70,000 for professional engineering services regarding the preliminary activities
regarding ihe future amendment af the landfill permit for the City af Denton Landfill facility (MS W
No. 1590A); said Agreement was approved by the City Manager in accordance with his delegated
authority; and
WHEREA5, an September 6, 2011, by Ordinance No. 2011-140, the Council awarded an
amended Professional Services Agreement for Architect or Engineering Services to CP&Y(hereafter
the "First Amendment"} in the further amount of $865,880 aggregating a not-ta-exceed amaunt of
$935,880 for additional services to be rendered on the Landfill Project and ta the Solid Waste
Department of the City; and
WHEREAS, on February 1$, 2014, by Ordinance No. 2014-050, the Cauncil awarded an
amended Professional Services Agreement for Archiiect or Engineering Services to CP&Y (hereafter
the "Secand Amendment99) in the further amaunt of $156,400 aggregating a nat-ta-exceed amount af
$1,092,280 for additional services to be rendered on the Landfill Project and to ihe Salid Waste
Department of the City; and
WHEREAS, there appears to the Cauncil that further professianal services must be
completed in order to move the Landfill Project forward to completion; and Staff having
recommended, the Public Utilities Board having appraved, and the City Manager having
recommended to the Council that the `LThird Amendment to Prafessianal Services Agreement with
CP&Yy IIIC.99 (hereafter the 66Third Amendment") be autharized to amend such Agreements, with
respect to the scope of wark and an increase in the payment amount by $248,250; and said fees under
the proposed Third Amendment are fair and reasonable, and are consistent with and not higher than
the recammended practices and fees published by the prafessianal associatians applicable to the
provider's profession; and such fees do not exceed the maximum provided by law; NOW,
T17EiV_.Fd rt � ''y
� �' � / � � i , �� ��
SECTION 1. The City Manager is hereby authorized to enter into the "Third Amendment to
Professional Services Agreement" with CP&Y, Inc. (the "Third Amendment"), in substantially the
form that is attached hereto as Exhibit "A" and incorporated herewith by reference, which increases
the amount of the engagement by and between the City of Denton, Texas and CP&Y, Inc., which
Agreement is on file in the office of the Purchasing Agent, in the additional amount of $248,250,
which amount is hereby approved; and the expenditure of funds therefor is hereby authorized in
accordance with said Third Amendment. The total purchase order amount therefore increases to the
amount of not-to-exceed $1,340,530.
SECTION 2. The City Council of the City of Denton, Texas hereby expressly delegates the
authority to expend funds and to take any actions that may be required or permitted to be performed
by the City of Denton, Texas under File 4683, to the City Manager of the City of Denton, Texas, or
his designee.
SECTION 3. The recitations and statements contained in the preamble hereto are
incorporated herewith as a part of this Ordinance for all purposes.
SECTION 4„ This ordinance shall become effective immediately upon its passage and
approval ..............................
PASSED AND APPROVED this the ��"�� da of �� �'���� 2014. �
� .�" Y �� ��:_., .�°
�
�� ��� �� �
� , �''`�.,,, ����"� �'����;.., w
+C 1���.1�� W...__ -- ......_ . �_.�.._____ _ _.
' � ATTS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
� �
� °
,� . �� . �� � � ��� -�_ � �� ...:.:� ^'�
BY• �_�...,� ����... �. . �� � �� ���� .., d
��
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
� � �
«,
B � � � ���
Y � __ �... �. .�"�
� ,. .
STATE OF TEXAS �
§
COUNTY OF DENTON §
THIRD AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT 4683
THIS AGREEMENT is made and entered into as of the�/'—�day of ���U , 2014,
by and between the City of Denton, Texas, a Texas Municipal Corporation, with its principal offices
at 2l5 East McKinney Street, Denton, Texas 76201 (hereinafter "OWNER") and CP&Y, Inc., a
Corporation, with its offices at 1820 Regal Row, Suite 200, Dallas, Texas 75235 (hereinafter
"CONSULTANT"); the parties acting herein, by and through their duly-authorized officers and
representatives.
WITNESSETH, that in consideration of the covenants and agreements herein contained, the
parties hereto do mutually AGREE as follows:
ARTICLE I
PREVIOUS ENGAGEMENTS OF CONSULTANT'S FIRM ON THIS PROJECT
OWNER has previously engaged CONSULTANT on April 25, 201 l to perform professional
engineering services for OWNER relating to OWNER'S Landfill (MSW 1590A) by a"Professional
Services Agreement for Architect or Engineering Services" (hereafter the "Agreement") in the
amount of not-to-exceed $70,000, which was approved within the delegated authority of the City
Manager; and
OWNER subsequently engaged CONSULTANT on September 6, 2011 to perform further
professional engineering services incident to permitting of its Landfill and other professional
engineering services, which was provided for in the "amended "Professional Services Agreement"
(hereafter the "First AmendmenY'), which was approved by the OWNER'S Council by Ordinance
No. 2011-140, for an additional not-to-exceed amount of $865,880, aggregating a not-to-exceed
amount of $935,880; and OWNER subsequently engaged CONSULTANT on February 18 , 2014
to perform further professional engineering services incident to permitting of its Landfill and other
professional engineering services, which was provided for in the "amended "Professional Services
Agreement" (hereafter the "Second Amendment"), which was approved by the OWNER'S Council
by Ordinance No. 2014-050, for an additional not-to-exceed amount of $156,400, aggregating a not-
to-exceed amount of $ ] ,092,280; and
In order to obtain the necessary regulatory permitting from the Texas Commission on
Environmental Quality ("TCEQ"), OWNER must necessarily engage CONSULTANT to provide
for additiona] engineering services related to the OWNER'S Landfill Project regarding TCEQ
MSW permit amendment for lateral expansion, and that CONSUI..TANT has provided OWNER's
representative with a proposal providing that an additional $248,250 in professional engineering
fees is necessary in order to complete this project, referenced in Article I below.
ARTICLE II
PSA 4683
�.. � # � . � ....... # 1. ! �
This Agreement is for the puipose of retaining the professional engineers and their support
personne) of CP&Y, Inc. to perform engineering services regarding: (]) the permit boundaiy
modification; (2) additional geology and groundwater analysis (3) TCEQ submittal and review
process (hereinafter collectively referred to as the "Project"). CONSULTANT agrees to perform
the services herein in connection with the Project as stated in the Articles to follow, with diligence
and in accordance with the professional standards customarily obtained for such services in the
State of Texas. The professional seTVices set forth herein are in connection with the following:
,ARTICLE III
SCOPE OF SERVICES
The CONSULTANT shall perform the following services in a professional manner:
A. To perform all those services and tasks as set forth in CONSULTANT'S three (3) page
written proposal issued on August 20, 2014, provided to Vance Kemler, General Manager of
the City Solid Waste Department, a department of OWNER, which proposal is attached
hereto and incorporated herewith by reference as Exhibit `B."
B. If there is any conflict between the terms of this Agreement and the Exhibits attached to this
Agreement, the specific terms and conditions of the proposal shall control over the general
terms and conditions of this Agreement.
ARTICLE IV
PERIOD OF SERVICE
This Agreement shall become effective upon execution by the OWNER and the
CONSULTANT and upon the issuance of a notice to proceed by the OWNER. It shall remain in
force for the period that may reasonably be required for the completion of the Project, and any
required extensions approved by the OWNER; or until the monetary consideration expressed herein
is wholly exhausted, whichever event shall first occur. This Agreement may be sooner terminated
in accordance with the provisions hereof. Time is of the essence in this Agreement. The
CONSULTANT shall make all reasonable efforts to complete the services set forth herein as
expediently as possible and to meet the schedules established by the OWNER, acting through its
General Manager of Solid Waste.
ARTICLE V
COMPENSATION
A. COMPENSATION TERMS:
"Direct Non-Labor Expense" is defined as that expense, based upon actual cost, for any
expense reasonably incurred by the CONSULTANT in the performance of this Agreement
and other incidental reasonable expenses incurred in connection with the Project. Provided
however, any reasonable sub-consultant billings reasonably incurred by CONSiJI.TANT in
connection with the Project shall be invoiced to OWNER at those billings cost plus up to an
additional ten (10%) percent.
PSA 4683 2
B. BiLLiNG AND PAYMENT:
For and in consideration of the professional services and related expenses to be performed by
the CONSULTANT herein, the OWNER agrees to pay CONSULTANT based upon the rates
set forth in Exhibit "A" which is attached hereto and incorporated by reference herewith; a
total fee, not-to-exceed $248,250. When aggregated with the Agreement and the First and
Second Amendment, the not-to-exceed amount shall equal $1,340,530.
Partial payments to the CONSULTANT will be made on the basis of detailed monthly
statements rendered to and approved by the OWNER through its General Manager of Solid
Waste, or his designees; however, under no circumstances shal] any monthly statement for
services exceed the value of the work performed at the time a statement is rendered.
Nothing contained in this Article shall require the OWNER to pay for any work which is
unsatisfacto�y as reasonably detet-mined by the General Manager of Solid Waste, or which is
not submitted to the OWNER in compliance with the terms of this Agreement. The OWNER
shall not be requil-ed to make any payments to the CONSULTANT when the
CONSULTANT is in default under this Agreement.
It is specifically understood and agreed that the CONSLTLTANT shall not be authorized to
undertake any work pursuant to this Agreement which would require additional payments by
the OWNER for any charge, expense or reimbursement above the maximum not-to-exceed
fee as stated hereinabove.
C. PAYMENT
If the OWNER fails to make payments due the CONSULTANT for services and expenses
within thirty (30) days after receipt of the CONSULTANT'S undisputed statement thereof,
the amounts due the CONSULTANT will be increased by the rate of interest then provided
and applicable under the Texas Prompt Payment Act from and after the said thirtieth (30th)
day after the OWNER's receipt of invoice; and in addition, the CONSULTANT may, after
giving ten (10) days' written notice to the OWNER, suspend services under this Agreement
until the CONSULTANT has been paid in full for all amounts then due and owing, and not
disputed by OWNER for services, expenses and charges. Provided, however, nothing herein
shall require the OWNER to pay the amount of the billing invoice of CONSULTANT, with
such notice provided to CONSULTANT within fifteen (15) days after receipt of the invoice,
that the work is unsatisfactory, in accordance with Article V of this Agreement.
ARTICLE VI
OBSERVATION AND REVIEW OF THE WORK
The CONSULTANT will exercise reasonable care and due diligence in discovering and
promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT
or any of its subcontractors or subconsultants.
PSA 4683 3
ARTICLE VII
OWNERSHIP OF DOCUMENTS
All documents prepared or furnished by the CONSULTANT (and CONSULTANT's
subcontractors or subconsultants, if any) pursuant to this Ag►-eement are instruments of service and
shall become the property of the OWNER upon the termination of this Agreement. The
CONSULTANT is entitled to retain copies of al] such documents. The documents prepared and
furnished by the CONSLJLTANT are intended only to be applicable to this Project and OWNER'S
use of these documents in other projects shall be at OWNER'S sole risk and expense. In the event
the OWNER uses the Agreement in another project or for other purposes than specified herein any
of the information or materials developed pursuant to this agreement, CONSULTANT is released
from any and all liability relating to their use in that project.
ARTICLE VIII
INDEPENDENT CONTRACTOR
CONSULTANT shall provide services to OWNER as an independent contractor, not as an
employee of the OWNER. CONSULTANT shall not have or claim any right arising from
employee status.
ARTICLE IX
INDEMNITY AGREEMENT
The CONSULTANT shall indemnify and save and hold harmless the OWNER and its
officials, officers, agents, attorneys and employees from and against any and all liability, claims,
demands, damages, losses and expenses, including but not limited to court costs and reasonable
attorney fees incurred by the OWNER, and including without limitation damages for bodily and
personal injury, death and property damage, resulting from the negligent acts or omissions of the
CONSULTANT or its officers, shareholders, agents, attorneys and employees in the execution,
operation, or performance of this Agreement.
Nothing in this Agreement shall be construed to create a liability to any person who is not a
party to this Agreement and nothing herein shall waive any of the pariy's defenses, both at law or
equity, to any claim, cause of action or litigation filed by anyone not a party to this Agreement,
including the defense of governmental immunity, which defenses are hereby expressly reserved.
ARTICLE X
1NSURANCE
During the performance of the Services under this Agreement, CONSULTANT shall
maintain the following insurance with an insurance company licensed to do business in the State of
Texas by the State Insurance Commission or any successor agency; please reference Exhibit "A"
hereto, for the said insurance requirements.
PSA 4683 4
�1RTICLE XI
ARBITRATION AND ALTERNATE DiSPUTE RESOLUTION
The parties may agree to settle any disputes under this Agreement by submitting the dispute
to arbitration or other means of alternate dispute resolution such as mediation. No arbitration or
alternate dispute resolution arising out of or relating to, this Agreement involving one party's
disagreement may include the other party to the disagreement without the other's approval.
ARTICLE XII
TERMINATION OF AGREEMENT
A, Notwithstanding any other provision of this Agreement, either party may terminate this
Agreement by providing thirty-(30) day's advance written notice to the other party.
B. This Agreement may be terminated in whole or in part in the event of either party
substantially failing to fulfill its obligations under this Agreement. No such termination will
be effected unless the other party is given (l) written notice (delivered by certified mail,
return receipt requested) of intent to terminate and setting forth the reasons specifying the
nonperformance or other reason(s), and not less than (30) calendar days to cure the failure;
and (2) an opportunity for consultation with the terminating party prior to termination.
C. If the Agreement is terminated prior to completion of the services to be provided hereunder,
CONSULTANT shall immediately cease all services and shall render a final bill for services
to the OWNER within thirty (30) days after the date of termination. The OWNER shall pay
CONSLTLTANT for all services properly rendered and satisfactorily performed, and for
reimbursable expenses prior to notice of termination being received by CONSULTANT, in
accordance with Article N of this Agreement. Should the OWNER subsequently contract
with a new consultant for the continuation of services on the Project, CONSULTANT shall
cooperate in providing information to the OWNER and the new consultant. The
CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT
pursuant to this Agreement to the OWNER on or before the date of termination but may
maintain copies of such documents for its files. CONSULTANT agrees that it shall also fully
comply with any and all written requests received from the OWNER, through its Director of
Solid Waste, to maintain confidentiality respecting certain designated records, documents,
and other written materials related to the Project, which the OWNER reasonably determines
is competitively sensitive, and would likely cause damage to the OWNER if disclosed to the
public ar to any other person, party, or entity.
ARTICLE XIII
RESPONSIBILITY FOR CLAIMS AND LIABILITIES
Approval of the work by the OWNER shall not constitute nor be deemed a release of the
responsibility and liability of the CONSULTANT, its officers, employees, agents, subcontractors,
and sub-consultants for the accuracy and competency of their work performed pursuant to this
Agreement; nor shall such approval by the OWNER be deemed as an assumption of such
responsibility by the OWNER for any defect in the design or other work prepared by the
CONSLTLTANT, its officers, employees, agents, subcontractors, and sub-consultants.
PSA 4683 5
ARTiCLE XIV
NOTICES
All notices, communications, and reports required or permitted under this Agreement shall be
personally delivered or mailed to the respective parties by depositing same in the United States mail
at the addresses shown below, by means of U. S. Mail, postage prepaid, certified mail, return receipt
requested, unless otherwise specified herein.
To CONSULTANT:
CP&Y, Inc.
Attn: Frank E. Pugsley, P.E., MOLO
l 820 Regal Row, Suite 200
Dallas, Texas 75235
Telephone: (2l4) 638-0500
To OWNER;
City of Denton, Texas
Attn: City Manager
Denton City Hall
215 East McKinney Street
Denton, Texas 76201
Telephone: (940) 349-8407
and
City of Denton, Texas
General Manager
Solid Waste Department
1527 South Mayhill Road,
Denton, Texas 76208
Telephone: (940) 349-8044
All notices under this Agreement shall be effective upon their actual receipt by the party to
whom such notice is given.
ARTICLE XV
ENTIRE AGREEMENT
This Agreement, consisting of nine (9) pages and two (2) exhibits, constitutes the complete
and final expression of the Agreement of the parties and is intended as a complete and exclusive
statement of the terms of their agreements, and supersedes all prior contemporaneous offers,
promises, representations, negotiations, discussions, communications understandings, and
agreements which may have been made in connection with the subject matter of this Agreement.
ARTICLE ,XVI
SEVERABILITY
If any provision of this Agreement is found or deemed by a court of competent jurisdiction to
be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement,
and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall
reform this Agreement, to the extent reasonably possible, to replace such stricken provision with a
valid and enforceable provision which comes as close as possible to expressing the original
intentions of the parties respecting any such stricken provision.
PSA 4683 6
ARTICLE XVII
COMPLIANCE WITH LAWS
The CONSULTANT shall comply with all federal, state, local laws, �ules, regulations, and
ordinances applicable to the work pei-formed by CONSULTANT hereunder, as they may now read
or as they may hereafter be amended.
ARTICLE XVIII
DISCRiM1NATION PROHIBITED
In performing the services required hereunder, the CONSULTANT shall not discriminate
against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or
physical handicap.
ARTICLE XIX
PERSONNEL
A. The CONSULTANT represents that it has or will secure at its own expense all personnel
required to perform all the services required under this Agreement. Such personnel shall not
be employees or officers of, nor have any contractual relations with the OWNER.
CONSULTANT shall inform the OWNER of any conflict of interest or potential conflict of
interest that may arise during the tern� of this Agreement.
B. All services required hereunder will be performed by the CONSULTANT or under its direct
supervision. All personnel engaged in performing the work provided for in this Agreement,
shall be qualified, and shall be authorized and permitted under state and local laws to perform
such services.
ARTICLE XX
..........................
ASSIGNABILITY
The CONSULTANT shall not assign any interest in this Agreement and shall not transfer any
interest in this Agreement (whether by assignment, novation or otherwise) without the prior written
consent of the OWNER. CONSULTANT shall promptly notify OWNER, in writing, of any change
of its name as well as of any material change in its corporate structure, its location, and/or its
operations.
ARTICLE XXI
MODIFICATION
No waiver or modification of this Agreement or of any covenant, condition, limitation herein
contained shall be valid unless in writing and duly executed by the party to be charged therewith.
No evidence of any waiver or modification shall be offered or received in evidence in any
proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or
obligations of the parties hereunder, unless such waiver or modification is in writing, duly executed.
The parties further agree that the provisions of this Article will not be waived unless as herein set
forth.
PSA 4683 �
f1RTICLE XXII
MISCELLANEOUS
A. The following Exhibits is attached to and made a part of this Agreement:
1. Exhibit "A" --- Insurance Requirements of the City of Denton, Texas
2. Exhibit "B" --- CONSULTANT'S proposal contained in letter dated August 20, 2014
to Vance Kemler, General Manager of Solid Waste, City of Denton, Texas
B. OWNER shall have the right to audit and make copies of the books, records and
computations pertaining to this Agreement. The CONSULTANT shall retain such
books, records, documents and other evidence pertaining to this Agreement during the
contract period and five years thereafter, except if an audit is in progress or audit
findings are yet unresolved, in which case records shall be kept until all audit tasks are
completed and resolved. These books, records, documents and other evidence shall be
available, within ten (l0) business days of written request. Further, the
CONSULTANT shall also require all Subcontractors, material suppliers, and other
payees to retain all books, records, documents and other evidence pertaining to this
agreement, and to allow the OWNER similar access to those documents. All books
and records will be made available within a fifty (50) mile radius of the City of
Denton. The cost of the audit will be borne by the OWNER unless the audit reveals an
overpayment of 2% or greater. If an overpayment of 2% or greater occurs, the
reasonable cost of the audit, including any travel costs, must be borne by the
CONSULTANT which must be payable within fifteen (15) business days of
CONSULTANT'S receipt of the OWNER'S invoice.
Failure to comply with the provisions of this section shall be a material breach of this
Agreement and shall constitute, in the OWNER'S discretion, grounds for termination
thereof. Each of the terms "books", "records", "documents" and "other evidence", as
used above, shall be construed to include drafts and electronic files, even if such drafts
or electronic files are subsequently used to generate or prepare a final printed
document.
C. Venue of any suit or cause of action under this Agreement shall lie exclusively in Denton
County, Texas. This Agreement shall be governed by and construed in accordance with the
laws of the State of Texas.
D, For the purpose of this Agreement, the key person who will serve as Project Manager
respecting this engagement is Frank E. Pugsley, P.E. However, nothing herein shall limit
CONSLTLTANT from using other qualified and competent engineers, consultants and
administrative support personnel of their firm to perform the services required herein.
E. CONSULTANT shall commence, carry on, and complete its work on the Project with all
applicable dispatch, and in a sound, economical, efficient manner, and in accordance with the
provisions hereof. In accomplishing the Project, CONSULTANT shall take such steps as are
appropriate to ensure that the work involved is properly coordinated with related work being
carried on by the OWNER.
PSA 4683 $
F. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT's disposal all
available information pertinent to the Project, including previous reports, any other data
relative to the Project and an-anging for the access to, and mal<e all provisions for the
CONSULTANT to enter in or upon, public and private proper-ty as required for the
CONSULTANT to perform professional seivices under this Agreement.
G. The captions of this Agreement are for informational purposes only and shall not in any way
affect the substantive terms or conditions of this Agreement.
IN WITNESS WHEREOF, the City of Denton, Texas has executed this Agreement in four
(4) original counterparts, by and through its duly-authorized officials; and CONSUL'I r�h�i"�"' N� a�
executed l���u�, ,��;����z����ent by and through its duly-authorized undersigned officer, on this �6�� �,� �"�
day of ���������� �� e m_,.. _.. , 2014.
"OWNER"
CITY OF DENTON, TEXAS
A Texas Municipal Corporation
:
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY� . � ` �.. .: ��^� � _ _ ��y��� ��.._ .��_
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
By: . ... �. . ........ '.��,� �,� ��� � �° � �
� �
� �n
�.�.�..q�'�'"" � r
/W
ATTES �f ° — --,m�.. �� � `�m ����� ,
r� �_
� � ��
� � ��� 8�� r � ��, p �� �
��������� :� � �
,
��
� � N ��'��C.<�Ce.� CITY MANAGER
"CONSULTANT"
CP&Y, INC.
A Corporation
�
� � ,�� �� .�,�wr � ���,�
.
By: � ..°� ,� �:.: ���""�"��.._.
Authorized Agent
PSA 4683 9
Exhibit A
CITY OF DENTON
INSURANCE REQUIREMENTS FOR
CONSU LTANTS/CONTRACTORS
The Consultunt's uttention is di�^ected to the insurance requirements below. It is highly
recommended thut Consultunt conf'e►� with tlzeir respective insurunce carriers or brokers to
determine in udvance of its p��oposul a^ bid submission the avuilubility of insurance certificates
und endorsements as pr^escribed und pr^ovided lzerein. Upon awur^d, all insurance
requirements shall become cont�^uctuu[ obligutions, whiclz tlze successful Consultant slzall
have a duty to maintuin tlzroughout tlze cou�^se of'tlzis contract.
STANDARD PROVISIONS:
Without limiting any of the othe�° obligations or liabilities of the Consultant/Contractor, the
Consultant/Contractor shall p�°ovicle and inaintain until the contracted work has been completed
and accepted by the City of Denton, Owner, the ininimum insurance coverage as indicated
hereinafter.
As soon as practicable afte�° notification of award, Consultant/Contractor shall ,file with the
Purchasing Department satisfactory certificates of insurance, containing the proposal/bid
number and title of the project. Consultant/Contractor may, upon written request to the
PurchasingDepartment, ask ,for clarification of any insurance requirements at any time;
however, Consultants/Contractors are strongly advised to make such requests prior to
proposal/bid opening, since the insurance require�nents may not be modified or waived after
proposal/bid opening unless a written exception has been submitted with the proposal/bid.
Consultant/Contractor slzall not commence any work or deliver any material until he or slie
receives notification that the contract has been accepted, approved, and signed by the City of'
Denton.
All insurance policies proposed or obtained in satisfaction of these requirements shall comply
with the following general speci�cations, and shall be maintained in compliance with these
general specifications throughout the duration of the Contract, or longer, if so noted:
• Each policy shall be issued by a company authorized to do business in the State of
Texas with an A.M. Best Company rating of at least A- VII or better.
• Any deductibles or self-insured retentions shall be declared in the proposal or bid. If
requested by the City, the insurer shall reduce or eliminate such deductibles or
self-insured retentions with respect to the City, its officials, agents, employees and
volunteers; or, the Consultant/Contractor shall procure a bond guaranteeing payment of
losses and related investigations, claim administration and defense expenses.
• Liability policies shall be endorsed to provide the following:
• Name as additional insured the City of Denton, its Officials, Agents,
Employees and volunteers.
PSA 4683 10
• That such insurance is prima�y to any other insurance available to the
additional insured with respect to claims covered under the policy and that this
insurance applies separately to each insured against whom claim is made or
suit is brought. The inclusion of more than one insured shall not operate to
increase the insurer's ]imit of liability.
• Cuncellution: City �^equir°es 30 duy written notice should any of the policies
described on t/ze cer^tificate be cuncelled or muterially changed before tJze
expiYUtion dute.
• Should any of the required insurance be provided under a claims-made form,
Consultant/Contractor shall maintain such coverage continuously throughout
the term of this contract and, without lapse, for a period of three years beyond
the contract expiration, such that occurrences arising during the contract term
which give rise to claims made after expiration of the contract shall be covered.
• Should any of the required insurance be provided under a form of coverage that
includes a general annual aggregate limit providing for claims investigation or
legal defense costs to be included in the general annual aggregate limit, the
Consultant/Contractor shall either double the occurrence limits or obtain
Owners and Contractors Protective Liability Insurance.
� Should any required insurance lapse during the contract term, requests for
payments originating after such lapse shall not be processed until the City
receives satisfactory evidence of reinstated coverage as required by this
contract, effective as of the lapse date. If insurance is not reinstated, City may,
at its sole option, terminate this agreement effective on the date of the lapse.
PSA 4683 11
SPECIFiC ADDiTiONAL iNSURANCE REQUiREMENTS:
. r � � �
i r �
� , � ,
4 �
[X] A. General Liability Insurance:
General Liability insurance with combined single limits of not less than
$1,000,000.00 shall be provided and maintained by the Contractor. The policy shall
be written on an occurrence basis either in a single policy or in a combination of
underlying and umbrella or excess policies.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is
used:
• Coverage A shall include premises, operations, products, and completed
operations, independent contractors, contractual liability covering this
contract and broad form property damage coverage.
• Coverage B shall include personal injury.
• Coverage C, medical payments, is not required,.
If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition
and ISO Form GL 0404) is used, it shall include at least:
• Bodily injury and Property Damage Liability for premises, operations,
products and completed operations, independent contractors and property
damage resulting from explosion, collapse or underground (XCU)
exposures.
• Broad form contractual liability (preferably by endorsement) covering this
contract, personal injury liability and broad form property damage liability,
[X] Automobile Liability Insurance:
Contractor shall provide Commercial Automobile Liability insurance with Combined
Single Limits (CSL) of not ]ess than $500,000.00 either in a single policy or in a
combination of basic and umbrella or excess policies. The policy will include bodily
injury and property damage liability arising out of the operation, maintenance and use of
all automobiles and mobile equipment used in conjunction with this contract.
Satisfaction of the above requirement shall be in the form of a policy endorsement for:
PSA 4683 � Z
• any auto, or
• all owned, hired and non-owned autos.
[X] Workers' Compensation Insurance
Contractor shall purchase and maintain Worker's Compensation insurance which, in
addition to meeting the minimum statutory requirements for issuance of such insurance,
has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each
employee, and a$500,000 policy limit for occupational disease. The City need not be
named as an "Additional Insured" but the insurer shall agree to waive all rights of
subrogation against the City, its officials, agents, employees and volunteers for any work
performed for the City by the Named Insured. For building or construction projects, the
Contractor shall comply with the provisions of Attachment 1 in accordance with
§406.096 of the Texas Labor Code and rule 28TAC l 10.110 of the Texas Worker's
Compensation Commission (TWCC).
[_) Owner's and Contractor's Protective Liability �nsurance
The Contractor shall obtain, pay for and maintain at all times during the prosecution of
the work under this contract, an Owner's and Contractor's Protective Liability insurance
policy naming the City as insured for property damage and bodily injury which may arise
in the prosecution of the work or Contractor's operations under this contract. Coverage
shall be on an "occurrence" basis, and the policy shall be issued by the same insurance
company that carries the Contractor's liability insurance. Policy limits will be at least
combined bodily injury and property damage per occurrence with a�ww_w mmm mm _ aggregate.
[X] Professional Liability �nsurance
Professional liability insurance with limits not less than $1,000,000.00 per claim with
respect to negligent acts, errors or omissions in connection with professional services is
required under this Agreement.
[_] Builders' Risk Insurance
Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be
provided. Such policy shall include as "Named Insured" the City of Denton and all
subcontractors as their interests may appear.
[_] Commercial Crime
Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside
the premises, burglary of the premises, and employee fidelity. The employee fidelity
portion of this coverage should be written on a"blanket" basis to cover all employees,
PSA 4683 13
including new hires. This type insui°ance should be required if the cont�°actor has access
to City funds. Limits of not less than m m_mm , each occurrence are required.
[�] Additionallnsurance
Other insurance may be required on an individual basis for extra hazardous contracts and
specific service agreements. If such additional insurance is required for a specific
contract, that requirement will be described in the "Specific Conditions" of the contract
specifications.
PSA 4683 14
ATTACNMENT ]
[_] Worker's Compensation Coverage for Building or Construction Projects for
Governmental Entities
A. Definitions:
Certificate of coverage ("certificate")-A copy of a certificate of insurance, a
certificate of authority to self-insure issued by the commission, or a coverage
agreement (TWCC-8l , TWCC-82, TWCC-83, or TWCC-84), showing statutory
workers' compensation insurance coverage for the person's or entity's employees
providing services on a project, for the duration of the project.
Duration of the project - includes the time from the beginning of the work on the
project until the contractor's/person's work on the project has been completed and
accepted by the governmental entity.
Persons providing services on the project ("subcontractor" in §406.096) - includes all
persons or entities performing all or part of the services the contractor has
undertaken to perform on the project, regardless of whether that person contracted
directly with the contractor and regardless of whether that person has employees.
This includes, without limitation, independent contractors, subcontractors, leasing
companies, motor carriers, owner-operators, employees of any such entity, or
employees of any entity which furnishes persons to provide services on the project.
"Services" include, without limitation, providing, hauling, or delivering equipment or
materials, or providing labor, transportation, or other service related to a project.
"Services" does not include activities unrelated to the project, such as food/beverage
vendors, office supply deliveries, and delivery of portable toilets.
B. The contractor shall provide coverage, based on proper reporting of classification
codes and payroll amounts and filing of any overage agreements, which meets the
statutory requirements of Texas Labor Code, Section 401.011(44) for all employees
of the Contractor providing services on the project, for the duration of the project.
C. The Contractor must provide a certificate of coverage to the governmental entity prior
to being awarded the contract.
D. If the coverage period shown on the contractor's current certificate of coverage ends
during the duration of the project, the contractor must, prior to the end of the
coverage period, file a new certificate of coverage with the governmental entity
showing that coverage has been extended.
E. The contractor shall obtain from each person providing services on a project, and
provide to the governmental entity:
PSA 4683 15
l) a certificate of coverage, pi•ior to that person beginning work on the project, so the
governmental entity will have on file certificates of coverage showing coverage
for all persons providing seivices on the project; and
2) no later than seven days after receipt by the contractor, a new certificate of
coverage showing extension of coverage, if the coverage period shown on the
current certificate of coverage ends during the duration of the project.
F. The contractor shall retain a]] required certificates of coverage for the duration of the
project and for one year thereafter.
G. The contractor shall notify the governmental entity in writing by certified mail or
personal delivery, within l0 days after the contractor knew or should have known, of
any change that materially affects the provision of coverage of any person providing
services on the project.
H. The contractor shall post on each project site a notice, in the text, form and manner
prescribed by the Texas Workers' Compensation Commission, informing all persons
providing services on the project that they are required to be covered, and stating how
a person may verify coverage and report lack of coverage.
I. The contractor shall contractually require each person with whom it contracts to
provide services on a project, to:
1) provide coverage, based on proper reporting of classification codes and payroll
amounts and filing of any coverage agreements, which meets the statutory
requirements of Texas Labor Code, Section 401.01 l(44) for all of its employees
providing services on the project, for the duration of the project;
2) provide to the contractor, prior to that person beginning work on the project, a
certificate of coverage showing that coverage is being provided for all employees
of the person providing services on the project, for the duration of the project;
3) provide the contractor, prior to the end of the coverage period, a new certificate of
coverage showing extension of coverage, if the coverage period shown on the
current certificate of coverage ends during the duration of the project;
4) obtain from each other person with whom it contracts, and provide to the
contractor:
a) certificate of coverage, prior to the other person beginning work on the
project; and
PSA 4683 � 6
b) a new certificate of coverage showing extension of coverage, prior to the
end of the coverage period, if the coverage period shown on the current
certificate of coverage ends during the duration of the project;
5) retain all required certificates of coverage on file for the duration of the project
and for one year thereafter;
6) notify the governmental entity in writing by certified mail or personal delivery,
within l0 days after the person knew or should have known, of any change that
materially affects the provision of coverage of any person providing services on
the project; and
7) contractua]]y require each person with whom it contracts, to perform as required
by paragraphs (l) -(7), with the certificates of coverage to be provided to the
person for whom they are providing services.
J. By signing this contract or providing or causing to be provided a certificate of
coverage, the contractor is representing to the governmental entity that all employees
of the contractor who will provide services on the project will be covered by workers'
compensation coverage for the duration of the project, that the coverage will be based
on proper reporting of classification codes and payroll amounts, and that all coverage
agreements will be filed with the appropriate insurance carrier or, in the case of a self-
insured, with the commission's Division of Self-Insurance Regulation. Providing
false or misleading information may subject the contractor to administrative penalties,
criminal penalties, civil penalties, or other civil actions.
K. The contractor's failure to comply with any of these provisions is a breach of contract
by the contractor which entitles the governmental entity to declare the contract void if
the contractor does not remedy the breach within ten days after receipt of notice of
breach from the governmental entity.
PSA 4683 � �
ii
_ Pariners for a Better Qualiry of life
.,..... ,�r6a9
August 20, 2014
Mr. Vance Kemler
Manager, Solid Waste Department
City of Denton
1527 S, Mayhill Rd.
Denton, 7X 76208
Re, City of Denton Landfill
TCEQ MSW Permit Amendment for Lateral Expansion
Contract Amendment No
Dear Mr. Kemler:
CP&Y, Inc. (CP&Y) is respectfully submits the following proposal for additional engineering services
(Amendment No. 3) related to the City's Landfill Permit Amendment project, currently in progress. These
additional services are a result of various conceptual changes to the development plan, additional surface
water analysis, additional sub-consultant activities related to geology and groundwater analysis, and
anticipated review discussions, meetings and submittals to TCEq to answer questions and provide
clarifications during the formal TCEQ review process, Amendment No. 1 presented the originally Permit
Preparation Tasks, building upon the Conceptual Study, and Amendment No. 2 included additions to the
Permit Amendment.
Scope of Services
The following Scope of Services addresses the work tasks associated with their respective portions of the
project.
mit Amend„ment - The purpose of this series of Tasks is to complete the application and seek
Landfill Per� ..._.,...,,,,
approval for a Permit Amendment to the current City of Denton Landfill Permit. This Amendment will
include solid waste processing and disposal operations on the City owned property adjacent to the areas
currently permitted for disposal operations. The Application will consist of Parts 1-!V as defined in iCEQ
Chapter 330 Regulations, TAC 330.57.
1. Permit Boundarv Modification — Additional Fee: $10,000
The proposed western Permit Boundary has been modified (relocated further to the east) due to
property ownership and zoning of property adjacent to the proposed relocation of Mayfield Road,
as identified by the land use consultant, This change will require that the landfill drainage plan
for Units 1& 2 be redesigned, and reconfigured. Perimeter infrastructure will be relocated
appropriately. All prepared permit figures depicting these elements will be revised.
Demliverable, Revised drainage design and permit figures,
Schedule:
PSA 4683
Task to be completed by September 30, 2014
1820 Regal Row, Suite 200
Dallas, Texes 75235
214.638.0500 • 214,638.3723 fax 18
www,cpyi.com �
8/20/2014
Mr. Vance Kemler
Page 2 of 3
2 �1�.�r;�.A�wd�s�_�.�...��e ra&�.��:p� ��rwd� �`�Nr����°�����v��t��:.._�a7u�M+��i,�� ���9��qa,ka�sa����p f ���'.. �.�",���'"���
Modify the Geology Report (Attachment D) and the Groundwater Sampling and Analysis Plan
(Attachment E). Modifications to Attachment D will include a survey of oil/gas wells, evaluation
of the in-place piezometers and monitor wells, definition of the hydrogeological unit thickness
and characteristics, groundwater flow direction and velocity, revision of boring log cross-sections,
development of a contour map of the top of the Grayson Marl, and preparation of potentiometric
Surface Maps of the groundwater zones on the site. Modifications to Attachment E will include a
discussion of the Site Hydrogeology, evaluation of historic groundwater quality data, tabulation
of groundwater monitoring data and historic groundwater monitoring reports, establishment of
the point of compliance and design of the groundwater monitoring system.
Deliverable: Geology Report, Groundwater Report and Groundwater Sampling and Analysis
Plan.
Schedule: Task to be completed by September 30, 2014
3. TCEQ Submittal and Review Process — Additional Fee: $170,000
This Task includes activities relating to the submittal, and TCEQ review of the Permit Amendment
(Professional Services of CP&Y, Inc., Biggs and Mathews Environmental, ETTL, Inc. and Weaver
Boos Consultants, LLC). At this time, the Application has reached a point where accurate
assumptions regarding the TCEQ submittal and review process can be made. After receipt of the
Application by TCEq, they will conduct an Administrative and Technical Reviews of the Submittal.
These Reviews will generate questions and comments that will require meetings of the Project
Team and TCEQ to clarify the submittal. TCEQ will formalize their questions and requests for
additional information in a series of Notice of Deficiencies (NODs). The Project Team must provide
written Responses to these NODs. It is anticipated that the TCEQ will respond to the submittal
with two (2) Administrative NODs, two (2) Technical NODs and one (1) supplementary NOD. After
acceptance of the responses, the TCEQ will declare the document to be "Technically Complete".
ela _��erable; Technically Complete Permit Amendment.
D �.
Schedule: Task to be completed from October 1, 2014 through September 30, 2016
PSA 4683 19
8/20/2014
Mr. Vance Kemler
Page 3 of 3
Additional Compensatron
CP&Y, Inc. proposes to be compensated for the previously presented Scope of Services based upon an
hourly basis plus subcontract and direct expenses for a total fee not to exceed $248,250. This fee is based
upon the quantity and scope of comments received during the review period. The cost of each 7ask is
summarized below.
1. Permit Boundary Modification ...................... ...............................................>,... ..,.,... $10,000
2. Geology and Groundwater Analysis ......................�......,..,.,.....,,......x,...,...,....,,:...:.,.....: $68,250
3. TCEQSubmittal and Review Process ...........................................................................$170,000
TOTAL NOT TO EXCEED ADDITIONAL FEE .................. ......... .�...,. ,.., .�».���� ���V
We appreciate the opportunity to present this Proposal for additional professional services to further
develop the City of Denton Landfill. If you have any questions, or if we may provide any additional
information, please contact me at 214-589-6903 or by email at fpu�lsley@cpVi.com.
Sincerely,
CP&Y, Inc.
� ` , .
Frank E. Pugsley, P.E,, MOLO
Regional Manager
Associate
PSA 4683 20