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2002-036ORDINANCE NO. XOO~- 0~.~ AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH ALAN PLUMMER ASSOCIATES, INC. FOR PROFESSIONAL ENGINEERING SERVICES RELATED TO THE FINAL DESIGN OF THE COOPER CREEK LIFT STATION, FORCE MAIN, AND THE PECAN CREEK INTERCEPTOR SEWER PROJECT; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council deems that it is in the public interest to engage Alan Plummer Associates, Inc. a Corporation, of Fort Worth, Texas ("APAI"), to provide professional engineering services pertaining to the final design of the Cooper Creek Lift Station, force main, and the Pecan Creek Interceptor sewer project; and WHEREAS, the City staff has reported to the City Council that there is a substantial need for the above-referenced professional engineering services, and that limited City staff cannot adequately perform the specialized services and tasks with its own personnel; and WHEREAS, Chapter 2254 of the Texas Government Code, known as the "Professional Services Procurement Act," generally provides that a City may not select a provider of professional services on the basis of competitive bids, but must select the provider on the basis of demonstrated competence, knowledge, and qualifications, and for a fair and reasonable price; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1: That the City Manager is hereby authorized to execute a Professional Services Agreement with APAI a Corporation, of Fort Worth, Texas, for professional engineering services pertaining to the final design of the Cooper Creek Lift Station, force main and the Pecan Creek Interceptor sewer project; in substantially the form of the Professional Services Agreement attached hereto and incorporated herewith by reference. SECTION 2: That the award of this Agreement by the City is on the basis of the demonstrated competence, knowledge, and qualifications of APAI and the demonstrated ability of APAI to perform the services needed by the City for a fair and reasonable price. SECTION3: That the expenditure of funds as provided in the attached Professional Services Agreement is hereby authorized. SECTION 4: That this ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the c~-~ dayof [ ~7~,~ ,2002. EULINEBROCK, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY By: ~~~. %~...--.~ ~~ APPKOVED AS TO LEGAL FORM: HERBERT L. PKOUTY, CITY ATTORNEY S:\Our Documents\Ordinanccs\02~Alan Plurraner Associates-Cooper Creek Final-PSA.doc STATE OF TEXAS COUNTY OF DENTON PROFESSIONAL SERVICES AGREEMENT FOR ENGINEERING SERVICES RELATED TO THE FINAL DESIGN OF COOPER CREEK LIFT STATIONs FORCE MAIN AND THE PECAN CREEK INTERCEPTOR SEWER PROJECT THIS AGREEMENT is made and entered into as of the ~_~- day of ~A~ 2002, by and between the City of Denton, Texas, a Texas Municipal Corporation, with its prin~pai offices at 215 East McKinney Street, Denton, Texas 76201 (hereinafter "OWNER"); and Alan Plummer Associates, Inc., a Corporation, with its corporate offices at 7524 Mosier View Court, Suite 200, Fort Worth, Texas 76118 (hereinafter "CONSULTANT"); the parties acting herein by and through their respective duly-authorized representatives and officers. WITNESSETH, that in consideration of the mutual promises, covenants, agreements herein contained, and in consideration &the premises, the parties hereto do mutually AGREE as follows: ARTICLE I EMPLOYMENT OF CONSULTANT The OWNER hereby contracts with CONSULTANT, as an independent contractor, and the CONSULTANT hereby 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 services set forth herein are in connection with the following described project (the "Project"): Providing professional engineering services pertaining to the final design of the Cooper Creek Lift Station, force main and the Pecan Creek Intemeptor Sewer Project. ARTICLE II SCOPE OF SERVICES The CONSULTANT shall perform the following Basic Services in a professional manner: To perform those services as are set forth in the Scope of Services consisfmg of sixteen (16) total pages, including Exhibit "A" (Services), Exhibit "B" (Compensation), and Exhibit "C" (Compensation Work Sheet); which Exhibits are attached hereto, and the same are incorporated herewith by reference. If there is any conflict that arises between the terms of this Agreement and any or all of the Exhibits referenced in II.A. hereinabove, then the terms and conditions of this Agreement shall control over the terms and conditions of the attached Exhibit(s). Page 1 oflO ARTICLE 11I ADDITIONAL SERVICES Any Additional Services to be performed by CONSULTANT, if authorized by the OWNER, which are not included as Basic Services in the above-described Scope of Services, set forth in Article II above, shall be later agreed-upon by OWNER and CONSULTANT, who shall determine, in writing, the scope of such Additional Services, the amount of compensation for such Additional Services, and other essential terms pertaining to the provision of such Additional Services by the CONSULTANT. 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, and shall remain in fome and effect for the period that may reasonably be required for the completion of the Project, including Additional Services, if any, and any required extensions approved by the OWNER. This Agreement may be sooner terminated in accordance with the provisions hereof. Time is of the essence in the performance and completion of this Agreement. CONSULTANT shall make all reasonable efforts to complete the services set forth herein as expeditiously as possible and to meet the schedule(s) reasonably established by the OWNER, acting through its City Manager, its Assistant City Manager for Utihties, or his designee. ARTICLE V COMPENSATION A. COMPENSATION TERMS: 1. "Subcontract Expense" is defined as those expenses, if any, incurred by CONSULTANT in the employment of others in outside firms, for services in the area of professional engineering, or related services. Any subcontractor or sub-consultant billing reasonably incurred by the CONSULTANT in furtherance and connection with the Project shall be invoiced to OWNER. 2. "Direct Non-Labor Expense" is defined as that expense, based upon actual cost, for any out-of-pocket expense reasonably incurred by the CONSULTANT in the performance of this Agreement for long distance telephone charges, telecopy charges, messenger services, printing and reproduction expenses, out-of-pocket expenses for purchased computer time, prudently incurred travel expenses related to the work on the Project, and similar incidental expenses incurred in connection with the Project. B. BILL1NG AND PAYMENT: For and in consideration of the professional services to be performed by CONSULTANT herein, OWNER agrees to pay CONSULTANT, based upon the satisfactory completion of the Basic Services tasks set forth in the Scope of Services as shown in Article II above; as follows: Page 2 of 10 1. CONSULTANT shall perform its work on this Project in accordance with the provisions of those tasks which are described and as set forth in the "Services" defined in Exhibit "A" attached hereto and incorporated herewith by reference. CONSLrLTANT shall bill on a once-monthly basis in accordance with the provision of the hourly billing rates, on a lump-sum basis as applicable, and as otherwise provided in Exhibits "B" (Compensation) and "C" (Compensation Work Sheet). For and in consideration of the professional services to be performed by CONSULTANT herein, the OWNER agrees to pay, in accordance with Exhibits "B" and "C" hereto, which are incorporated herewith by reference, a total fee, including reimbursement for direct non-labor expenses and for its subcontractor expenses, an amount not to exceed $640,682. 2. Partial payments to the CONSULTANT shall be made monthly in accordance with the statements reflecting the actual completion of the Basic Services, rendered to an approved by the OWNER through its City Manager, or its Assistant City Manager for Utilities, or his designee. However, under no circumstances shall any monthly statement for services exceed the value of the work performed at the time a statement is rendered. The OWNER may withhold the final ten (10%) percent of the above not-to-exceed amount until satisfactory completion of the Project by the CONSULTANT. 3. Nothing contained in this Article shall require the OWNER to pay for any work that is not submitted in compliance with the terms of this Agreement. OWNER shall not be required to make any payments to CONSULTANT at any time when CONSULTANT is in default under this Agreement. 4. It is specifically understood and agreed that the CONSULTANT 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 not-to-exceed amount as stated hereinabove, without first having obtained the prior written authorization of the OWNER. CONSULTANT shall not proceed to perform any services to be later provided for under Article HI. "Additional Services" without first obtaining prior written authorization from the OWNER. ADDITIONAL SERVICES: For Additional Services authorized in writing by the OWNER in Article III. hereinabove, CONSULTANT shall be paid based on a to-be-agreed- upon Schedule of Charges. Payments for Additional Services shall be due and payable upon submission by the CONSULTANT, and shall be paid in accordance with Article V.B. hereinabove. Statements for Basic Services and any Additional Services shall be submitted to OWNER no more frequently than once monthly. PAYMENT: If the OWNER fails to make payments due the CONSULTANT for services and expenses within forty-five (45) days after receipt of the CONSULTANT's undisputed statement thereof, the amounts due the CONSULTANT will be increased by the rate of one percent (1%) per month from and after the said forty-fifth (45th) day, and in addition, thereafter, 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 late charge of one percent (1%) per month as set forth herein, if the OWNER reasonably Page 3 of 10 determines that the CONSULTANT's work is not submitted in accordance with the terms of this Agreement, or is unsatisfactory, in accordance with Article V.B. of this Agreement, and OWNER has promptly notified CONSULTANT of that fact in writing. ARTICLE VI OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exemise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work of CONSULTANT or any of its subcontractors or sub-consultants. ARTICLE VII OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT pursuant to this Agreement 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 all such documents. The documents prepared and furnished by the CONSULTANT 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, or 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 party'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. Page 4 of 10 ARTICLE X INSURANCE 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 Board or any successor agency, that has a rating with A. M. Best Rate Carders of at least an "A-" or above: Comprehensive General Liability Insurance with bodily injury limits of not less than $1,000,000 for each occurrence and not less than $1,000,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than $100,000 in the aggregate. Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident and with property damage limits for not less than $100,000 for each accident. Worker's Compensation Insurance in accordance with statutory requirements, and Employer's Liability Insurance with limits of not less than $100,000 for each accident. Professional Liability Insurance or appropriate Errors & Omissions Insurance with limits of not less than $1,000,000 annual aggregate. CONSULTANT shall furnish insurance certificates or insurance policies at the OWNER's request to evidence such coverages. The insurance policies shall name the OWNER as an additional insured on all such policies to the extent that is legally possible, and shall contain a provision that such insurance shall not be cancelled or modified without thirty (30) days prior written notice to OWNER and CONSULTANT. In such event, the CONSULTANT shall, prior to the effective date of the change or cancellation of coverage, deliver copies of any such substitute policies, furnishing at least the same policy limits and coverage, to OWNER. ARTICLE XI ARBITRATION AND ALTERNATE DISPUTE RESOLUTION The parties will make efforts to settle any disputes arising under this Agreement by submitting the dispute to arbitration or other means of alternate dispute resolution such as mediation. However, no arbitration or other form of 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) days advance written notice to the other party. This Agreement may altematively 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 Page 5 of 10 will be effected unless the other party is given (1) 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 thirty (30) calendar days to cure the failure; and (2) an opportunity for consultation with the terminating party prior to termination. If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services upon receipt of the written notice of termination fi.om OWNER, and shall render a final hill for services to the OWNER within twenty (20) days after the date of termination. The OWNER shall pay CONSULTANT 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 V. 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 to the new consultant. If applicable, OWNER shall allow CONSULTANT a reasonable time to transition and to mm over the Project to a new consultant. CONSULTANT shall turn over all documents prepared or fumished 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 flies. 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, or agents, 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 work prepared by the CONSULTANT, its principals, officers, employees, and agents. ARTICLE XIV NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered to; or telecopied to; or mailed to the respective parties by depositing same in the United States mail at the addresses shown below, postage prepaid, certified mail, return receipt requested, unless othelwvise specified herein. To CONSULTANT: To OWNER: Alan Plummet Associates, Inc. A. Lee Head, 1II, P.E. 7524 Mosier View Court, Suite 200 Fort Worth, Texas 76118 Fax: (817 589-0072 City of Denton, Texas City Manager 215 East McKinney Street Denton, Texas 76201 Fax: (940) 349-8596 Ail notices under this Agreement shall be effective upon their actual receipt by the party to whom such notice is given, or three (3) days after mailing of the notice, whichever event shall first Page 6 of 10 occur. ARTICLE XV ENTIRE AGREEMENT This Agreement consisting of ten (10) pages and three (3) 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. ARTICLE XVII COMPLIANCE WITH LAWS CONSULTANT shall comply with all federal, state, local laws, rules, regulations, and ord'mances applicable to the work performed by CONSULTANT hereunder, as they may now read or as they may hereafter be amended. ARTICLE XVIII DISCRIMINATION PROHIBITED In performing the services required hereunder, CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, national or/gin or ancestry, age, or physical handicap. ARTICLE XIX PERSONNEL 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 immediately inform the OWNER in writing of any conflict of interest or potential conflict of interest that CONSULTANT may discover, or which may arise during the term of this Agreement. OWNER requires that CONSULTANT carefully safeguard any documents, data, and information provided by OWNER to CONSULTANT incident to this engagement. Page 7 of 10 All services required hereunder will be performed by 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 applicable 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 in 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. ARTICLE XXII MISCELLANEOUS A. The following exhibits are attached to, incorporated herewith by reference, and are made a part of this Agreement for all purposes pertinent: Exhibit "A" Exhibit "B" Exhibit "C" Services Compensation Compensation Work Sheet CONSULTANT agrees that OWNER shall, until the expiration of three (3) years after the final payment made by OWNER under this Agreement, have access to and the right to examine any directly pert'ment books, documents, papers and records of the CONSULTANT involving transactions relating to this Agreement. CONSULTANT agrees that OWNER shall have access during normal working hours to all necessary CONSULTANT facilities and shall be provided adequate and appropriate working space in order to conduct examinations or audits in compliance with this Article. OWNER shall give CONSULTANT reasonable advance notice of all intended examinations or audits. Venue of any suit or cause of action under this Agreement shall lie exclusively in Denton County, Texas. This Agreement shall be govemed by and construed in accordance with the laws of the State of Texas. Page 8 of 10 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 accomphshing the Project, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coord'mated with related work being carried on by the OWNER. For purposes of this Agreement, the parties agree that the Project Principal shall be A. Lee Head, ]III, P.E., Principal. The key person who will perform most of the work will include Clete Martin, Project Manager. This Agreement has been entered into with the understanding, expectation, and the OWNER's reliance, that the above-stated employees of CONSULTANT shall perform and supervise all or a significant portion of the work on the Project. Any proposed changes regarding the change of the Project Manager or other key personnel, requested by CONSULTANT, respecting one or more of the above-stated employees, shall be subject to the approval of OWNER, which approval the OWNER shall not unreasonably withhold. Nothing herein shall limit CONSULTANT fi.om using other qualified and competent members of its finn to perform the other incidental services required herein, under its supervision or control. The OWNER shall assist and fully cooperate with 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 arranging for the access to, and make all provisions for the CONSULTANT to enter in or upon, public and private property as required for the CONSULTANT to perform professional services under this Agreement. OWNER and CONSULTANT agree that CONSULTANT is entitled to rely upon background information furnished to it by OWNER without the need for further inquiry or investigation into such information. 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 City Manager; and CONSULTANT has e.x~cuted this Agreement by and through its duly authorized undersigned officer, on this the day of ~t~g~ ,2002. CITY OF DENTON, TEXAS A Municipal Corporation 'l~chael ~. don ff~ity Manager Page 9 of 10 ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY By: ., _ (,..) ~ "CONSULTANT" ALAN PLUMMER ASSOCIATES, INC. A Corporation By: .t~ ~f~ ATTEST: S:\Our Documents\Contrac ts\02kAlan Plummer Asso¢iates42oopevCreek Final-PSA.doc Page 10ofl0 EXHIBIT A CITY DENTON, TEXAS COOPER CREEK LIFT STATION / FORCE MAIN / INTERCEPTORS / PECAN CREEK PHASE I & II INTERCEPTORS Exhibit A to the Agreement between Alan Plummer Associates, Inc. (the "ENGINEER"), and the City of Denton (the "OWNER"), for a PROJECT generally described as: COOPER CREEK LIFT STATION / FORCE MAIN / INTERCEPTORS / PECAN CREEK PHASE I & II INTERCEPTORS The ENGINEER agrees to furnish the OWNER the following specific services: Basic Engineering Services A. Consult with OWNER: (1) to review the scope of work, (2) to verify the OWNER's requirements for the project, and (3) to review available data. B. Advise OWNER as to the necessity of OWNER's providing or obtaining data or services from others, and assist the OWNER in connection with any such services. C. Prepare a flow chart showing key project milestones. The flow chad will be updated periodicaliy and sent to the OWNER. Attend three (3) design progress meetings for each construction project in the City of Denton at a location designation by the OWNER. Progress review meetings will be held in the City's office as described in Basic Services. These meetings will be for: at the 30% and 50% complete stage, and at the 90% complete stage (plan and profile review). Attending meetings with municipal councils and/or Public Utility Board except as included in the Basic Services or Special Services will be an Additional Service. E. Force Main / Interceptor Route Selection Evaluation After written authorization from the OWNER identifying the specific components to be included in the project, the ENGINEER shall provide professional services phase as follows: Identify the proposed route for the force main /interceptor approximately 7,500 linear-feet generally following Mayhill Road from the Cooper Creek Lift Station at Audra Lane to Pecan Creek; approximately 18,500 linear-feet of the proposed Pecan Creek interceptors from the Pecan Creek Wastewater Treatment Plant to approximately 5,500 linear-feet west of Loop 288 to manhole PHA 1024 (as labeled C:\windows\TEMP~Denton CCLS - EXHIBIT A.doc A-1 in the 2001 Wastewater Master Plan by Applied Geographic Technologies, Inc.), and an interceptor along Loop 288 from Pecan Creek north approximately 7,000 linear- feet. The OWNER will provide digital information for existing city-approved developments. Information from the Denton County Tax Appraisal office and City provided Ownership Maps will be used to determine the number of properties and ownership of property along potential pipeline routes. Engineer will coordinate the pipeline routing with proposed roadways and other existing right-of-ways and/or easements where practical. Evaluations of the condition of the existing Pecan Creek interceptors and determining the need / or desirability to modify the currently recommended sizes of any of these proposed interceptors or force main will be a Special Service. Make recommendation of horizontal route alignment of force main and interceptors. Revisions to the route selection made after approval by the OWNER will be made as an Additional Service. Meetings with landowners concerning the proposed pipelines and alignments will be considered an Additional Services. Meetings with regulatory and other governmental agencies and utilities such as the Corps of Engineers, Denton County, Texas Department of Transportation, Texas Utilities, etc. beyond those specifically included in the Basic or 'Special Services will be an Additional Service. F. Detailed Design After written authorization from the OWNER identifying the specific components to be included in the project, the ENGINEER shall provide professional services phase as follows for three separate construction projects: (1) Cooper Creek Lift Station, (2) Cooper Creek Force Main / Interceptor and Pecan Creek Interceptor - Phase I, (3) the Loop 288 Interceptor relocation, and (4) Pecan Creek Interceptor- Phase II, as follows. 1. Prepare detailed plans, specifications, contract documents. Review easement agreement special conditions with respect to the impact on design and construction of the pipelines. Two (2) specific site visits to review proposed special condition agreements are included. As part of Basic Services, the ENGINEER shall recommend a final vertical alignment for approval by OWNER taking into account design requirements. Revisions of pipeline alignments or size due to easement negotiations or other OWNER modifications will be considered an Additional Service. C:\windows\TEMFSDenton CCLS - EXHIBIT A.doc A-2 5. 6. 7. 11. Provide bidder's proposal forms (project quantities) for the improvements.to be constructed. Prepare Technical Specifications and Bid Documents. Preparation of separate bid documents for preselection of pumps, pipe materials and/or valves for the construction project(s) will be an Additional Service. Furnish the OWNER five (5) sets of copies of plans, specifications, and bid proposals marked "Preliminary" for review and approval by the OWNER for each construction project. The progress meeting with the City is to be held at approximately 90 percent complete milestone of Detailed Design. Upon receipt of OWNER'S review comments from the 90% complete progress meeting, the ENGINEER will proceed with preparing, sealing, and submitting two (2) final sets of reproducible drawings to the OWNER: one full-size and one half-size. Furnish the OWNER, when requested the engineering data necessary for OWNER's submittal of applications for routine permits required by local, state and federal authorities. Preparation of detailed applications and supporting documents for government grants or loans, storm water permits, tree permits, or environmental and/or archeological surveys will be provided as Additional Services, if required. Submit plans, specifications, and contract documents to the applicable federal and state agency(s) for approval, where required. Furnish such information necessary to governmental and utility companies whose facilities may be affected or services may be required for the project. Four (4) four- hour meetings with various utility companies, TXDOT, Denton County, etc. are included. The projects to be designed shall generally be as described as Option A in the Cooper Creek Lift Statio~ Preliminary Engineering Report dated April 2001 prepared by Alan Plummer Associates, Inc, plus the recommended improvements to the Pecan Creek interceptor west of Mayhill road as described in Alternative A1 of the 2001 City of Denton Wastewater Master Plan by Applied Geographic Technologies, Inc. and shall consist of the following items: Project 1: A new 12-mgd Cooper Creek Lift Station with approximately 35,000 gallons of effective wet-well storage. The pump station will be a cast-in-place concrete structure with a separate motor control / electrical building and provisions to connect a potable standby electrical generator. The lift station will be located on City of Denton property near the existing Cooper Creek Lift Station. Project 2: Approximately 4,500 linear-feet of 24-inch diameter force main and approximately 3,000 linear-feet of 24-inch diameter interceptor along Mayhill Road from the Cooper Creek Lift Station at Audra Road to the Pecan Creek Interceptor (manhole PGB1100 as identified in the 2001 Wastewater Master C:\windows\TEMP~Denton CCLS - EXHIBIT A.doc A-3 Plan). The Cooper Creek force main / interceptor is expected to be located in private easements adjacent to the Mayhill Road right-of-way. Design of one (1) bore at McKinney Street is included. Approximately 180 linear-feet of 42-inch interceptor, 2,437 linear-feet of 30-inch interceptor, 2,186 linear-feet of 33-inch interceptor, and 2,517 linear-feet of 24- inch interceptor generally following Pecan Creek northwest from the Pecan Creek Wastewater Treatment Plant to Mayhill Road (manholes PGC 1292 and PGC 1294 - Alternative A1 as described in the 2001 Wastewater Master Plan). An approximately 750 linear-foot section north of manhole PGB 1082 is not included in the recommended Master Plan capital improvements. Design of this section will be an Additional Service. New easements are expected to be required parallel to the existing Pecan Creek interceptor easements. Project 3: Approximately 7, 000 linear feet of 12-inch gravity interceptor along Loop 288 from Pecan Creek north toward Audra Lane. This line will replace the existing gravity interceptor in the Loop 288 right-of-way that is to be relocated due to the widening of Loop 288. This interceptor will be located in the right-of-way for the new Loop 288. Design of one (1) bore at McKinney Street is included. Project 4: Approximately 4,177 linear-feet of 33-inch interceptor, approximately 5,785 linear-feet of 24-inch interceptor, and approximately 1,034 linear-feet of 18-inch diameter interceptor west along Pecan Creek from Mayhill Road (manholes PGC 1202 and PGC 1294) to manhole PHA 1026 (approximately 5,500 linear-feet west of Loop 288). An approximately 700 linear-foot section between manholes PHA 1012 and PHA 1018 is not included in the recommended Master Plan capital improvements. Design of this section will be an Additional Service. New easements are expected to be required parallel to the existing Pecan Creek interceptor easements. Design of two (2) bores are included: Mayhill Road and Loop 288. 12. 13. 14. Assist the City in conducting a pre-bid conference with potential bidders. Assist the OWNER in 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 OWNER shall pay the cost of publications. The OWNER will reproduce and distribute bidding documents. Assist the OWNER in the tabulation and analysis of the bids received and furnish recommendations on the award of contracts or the appropriate actions to be taken by the OWNER. C:\windows\TEMP~Denton CCLS - EXHIBIT A.doc A-4 Construction Administration Services, General Representation for Projects 1, 2, and 3 (Project 4 will not be bid and construction administration services will be an Additional Service.) Assist the City's Resident Project Representative in conducting a pre-construction conference with the Contractor, and in reviewing construction schedules prepared by the Contractor. Make two visits to the site for each pipeline project and four visits to the site for the lift station project (as distinguished from the continuous services of the Resident Project Representative) to observe the progress and the quality of work. The ENGINEER shall become familiar with the progress and quality of work completed and will determine in general if the work is in accordance with the contract documents. In addition, on the basis of on-site observations, the ENGINEER shall keep the OWNER informed of the progress and quality of work, and shall exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work of CONTRACTOR or any subcontractor. The OWNER's approval, acceptance, use of, or payment for all or any part or the ENGINEER's services hereunder or the PROJECT itself shall in no way alter the ENGINEER's obligations or the OWNER's rights hereunder. 3. Consult and advise the OWNER during construction and make recommendations to the OWNER regarding materials and workmanship. Review samples, catalog data, schedules, shop drawings, laboratory, shop and mill test of material and equipment and other data pursuant to the General Conditions of the Construction Contract. Monitor the work of testing laboratories and inspection bureau required for the testing or inspection of materials, factory testing, etc., for the project, but the cost of such laboratory tests or inspection shall be paid by the OWNER. Interpret the intent of the Plans and Specifications for the OWNER and Contractor. Investigations, analyses, and studies requested by the Contractor and approved by the OWNER, for substitutions of equipment and/or materials or deviations from the Plans and Specifications and the review of more than 100 submittals -- 40 for Project 1, and 30 each for Projects 2 and 3 -- (shop drawings, requests for information, Contractor's modification requests, proposed contract modifications, field orders, change orders, etc.) will be considered an Additional Service. (Note: Such studies, reviews, or evaluations conducted by the ENGINEER, if determined to be required due to incompleteness of ENGINEER prepared Plans and Specifications will be done without additional compensation. Any defective designs, Plans or Specifications furnished by the ENGINEER shall be promptly corrected by the ENGINEER at no cost to the OWNER.) Monthly and final pay requests are not considered a submittal. 7. Review and comment on monthly and final estimates for payment to Contractor, pursuant to the General Conditions of the Construction Contract. C:\windows\TEMP~Denton CCLS - EXHIBIT A.doc A-5 Accompany the Resident Project Representative in conducting, a final inspection of the PROJECT for conformance with the design concept of the PROJECT and general compliance with the contract documents, and review and comment on the Certificate of Completion and the recommendation for final payment to the Contractor. Revise the construction drawings in accordance with the information furnished by construction Contractor and the Resident Project Representative reflecting changes in the PROJECT made during construction. One set of reproducible prints of "Record Drawings" shall be provided by the ENGINEER to the OWNER. In addition, an electronic file of the Record Drawings shall be furnished to the OWNER. C:\windows\TEMFADenton CCLS - EXHIBIT A.doc A-6 Special Services Special Services are those services known to be required for completion of the project that the OWNER agrees are to be furnished by the ENGINEER or by a subconsultant that cannot be defined sufficiently at this time to establish the maximum compensation. The services are not included in the scope of work of Basic Services or the amount of compensation for Basic Services. The Special Services for this assignment are described as follows: Topographic Surveys: Not to exceed 32,800 linear feet for the pipelines and two acres for the lift station. Survey will include tree survey and identification of all trees 6-inch diameter larger. Making necessary property, boundary, and right-of-way surveys, and preparing easement documents.descriptions for up to 35 parcels. Easements will be procured and acquired by the City. Revisions to easements will be as an Additional Service. C. TV Inspections of the existing Pecan Creek interceptors to determine the condition of the existing lines (a maximum of 20,000 LF). Additional meetings: Attending up to twelve (12) additional 4-hour meetings beyond those specifically included in the Basic Services. Additional meetings will include appearing before the City Council and/or the Public Utility Board, TxDOT, Denton County, and attending additional construction site visits. Additional Easement Site Visits and Pipeline Alignment Evaluations: Making up to six (6) additional site visits to review proposed easement special condition agreements beyond those specifically included in the Basic Services. Conduct one (1) field investigation required to delineate jurisdictional wetlands and/or waters of the United States for proposed pipeline routes and prepare report documenting delineation of routes and identification of applicable Section 404 permit option. If the extent of the unavoidable impacts require individual Section 404 permit, then additional services will be required for the preparation of permit application alternatives analysis, and development of mitigation plan. Evaluate and make recommendations on alternative pipeline sizes based on the pipeline conditions as determined by the results of the TV inspections, the ultimate projected flows in each interceptor segment (as provided by the OWNER) versus the projected 2020 design flows, and the opinion of cost to increase or decrease the pipeline sizes. Provide construction staking for approximately 22,000 linear-feet of pipeline and for the lift station. Construction staking shall consist of establishing the horizontal alignment and vertical depth of the pipeline at 1,000-foot intervals and at each PI and PT as well as on each side of each road crossing. For the lift station a horizontal control point and benchmark will be established. C:\windows~TEMP~Denton CCLS - EXHIBIT A.doc A-7 Prepare and submit a preliminary and final plat for the lift station site. Attendance at two (2) Planning and Zoning Commission meetings are included. Attending additional P&Z or City Council meetings will be an additional service. Provide geotechnical services consisting of up to three (3) 80-foot deep borings at the lift station site and up to ten (10) auger-type borings along the force main/interceptor routes. Access to the boring sites will be provided by the OWNER. C:\windows\TEMP\Denton CCLS - EXHIBIT A.doc A-8 Additional Services Additional Services to be performed by the ENGINEER, if authorized by the OWNER, which are not included in the above-described Basic Engineering Services or Special Services, may include, but are not limited to the following: No budget allowance is included in this contract for Additional Services. A. Preparing applications and suppoding documents for government grants, loans, or planning advances and providing data for detailed applications. B. Field layouts or the furnishing of construction line and grade surveys. C. Revisions and changes required by OWNER for easement acquisition and/or other reasons to the pipeline alignments or sizes, after approval of the final alignment. Preparing Environmental, Archeological Surveys, Impact Assessments, or Statement, Storm Water Discharge Permits or SWPPP, and 404 Permit Applications except as specifically included in the Basic or Special Services. Design or Construction Administration for Corps 404 Permit Mitigation Plan. Preparation of mitigation plan annual reports documenting survivability for five yearn after construction. Appearing before regulatory agencies or courts as an expert witness in any litigation with third parties other than condemnation proceedings arising from the development or construction of the project, including .the preparation of engineering data and reports for assistance to the OWNER. 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 construction performed by the OWNER. G. Providing additional topographic surveys beyond the limits set forth in Special Services. H. Provide shop, mill, field or laboratory inspection of materials and equipment. I. Furnishing the services of an on-site representative during construction. J. Assisting the OWNER in claims disputes with Contractor(s). K. Performing investigations, studies and analyses of substitutions of equipment and/or materials or deviations from the Plans and Specifications. L4 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. C:\windows\TEMP~Denton CCLS - EXHIBIT A.doc A-9 M. Sampling, testing or analysis beyond that specifically included in Basic Services. N. Attending meetings and developing data and information required for zoning and/or plat approvals of construction sites, except as included in Basic Services. O. Attending additional meetings as requested by OWNER. P. Providing additional copies of Plans and Specifications. Q. Providing the services of land agents to assist in securing easements. R. Provide expert witness testimony as required for condemnation hearings, including the preparation of engineering data and reports. S. Preparation of an application for a Sand, Gravel, and Marl Permit and processing of the permit application(s). T. Preparation of a Biological Assessment, if requested by TPWD or USFWS. · U. Participation in Public Hearings. V. Prepare an Environmental Assessment (EA) that provides the information required by TNRCC, Corps, and other Agencies. X. Design of larger diameter force mains and/or interceptors than included in either the Basis or Special Services. Y. Any additional services, which may be required by the OWNER for completion of the project that are not included in the Basic Services or Special Services. C:\windows\TEM P~Denton CCLS - EXHIBIT A.doc A-10 EXHIBIT B CITY DENTON, TEXAS COOPER CREEK LIFT STATION / FORCE MAIN / INTERCEPTORS / PECAN CREEK PHASE I & II INTERCEPTORS Attachment B to the Agreement between Alan Plummer Associates, Inc. (the "ENGINEER"), and City of Denton (the "OWNER"), for a PROJECT generally described as: COOPER CREEK LIFT STATION I FORCE MAIN / INTERCEPTORS / PECAN CREEK PHASE I & II INTERCEPTORS COMPENSATION Compensation by the OWNER to the ENGINEER will be as follows: A. Basic Services - Items A through G For Basic Services enumerated in Exhibit A, Items A through G, for the lump sum of Three Hundred Ninety-two Thousand Eight Hundred and Seventy Dollars ($392,870). The lump sum is based on receiving authorization to proceed within six months. If the PROJECT timing is delayed more than six months (either at the start or during the course of the project) for causes beyond the ENGINEER's control, the ENGINEER reserves the right to request renegotiation of those portions of the lump sum affected by the time change. B. Special Services Items A through J For Special Services enumerated in Exhibit A, items A through M, the budget amount shall be Two Hundred and Forty-Seven Thousand Eight Hundred and Twelve Dollars ($247,812) as follows: A. Topographic and Tree Surveys -- $ 72,160 (32,800 LF) B. Easement Descriptions -- $ 36,225 (35 easements) C. TV Inspections -- $ 46,500 (20,000 LF of interceptors) D. Additional Project Meetings -- $ 9,318 (12 meetings) E. Additional Easement Site Visits -- $ 4,659 (6 site visits) F. Wetlands Delineation Permit Application -- $10,000 (1 application)- Lump Sum G. Alternate Pipe Size Evaluations -- $ 20,000 -- Lump Sum H. Construction Staking -- $ 24,200 (22,000 LF and 1 site) I. Lift Station Preliminary and Final Plat-- $ 5,500 (1 site) J. Geotechnical Services -- $ 19,250 (3 bores, 15 auger) C:\windows\TEMP~Denton CCLS - EXHIBIT B.doc B-1 Except as noted compensation shall be on an hourly basis in accordance with Houdy Fee Schedule 2002, specified in Exhibit B-1. C. Additional Services- Items A through Y Additional Services, which may be required by the OWNER, shall be based on the actual hours and costs in accordance with Exhibit B-I. No budget allowance has been made for additional services. No additional services work will be undertaken without specific written authorization from the OWNER. C:\windows\TEMP\Denton CCLS - EXHIBIT B.dcc B-2 EXHIBIT B-I Alan Plummer Associates, Inc. Engineer's Established Hourly Rates 2002 CATEGORY BILLING RATE I HOUR Principal Project Manager Project Engineer/Scientist Staff EngineedScientist Technician Word Processor $160.00 $129.00 $1 O9.OO $90.00 $7O.OO $55.00 Billing Rates are adjusted annually. A multiplier of 1.15 will be applied to all direct expenses. A multiplier of 1.10 will be applied to all subconsultants. Telecommunications charges will be billed at $2.00 per direct labor hour. Compensation Work Sheet COOPER CREEK LIFT STATION / FORCE MAIN / INTERCEPTORS / PECAN CREEK PHASE I & II INTERCEPTORS ENGINEERING SERVICES Basic Services 1) Cooper Creek Lift Station Opinion of Construction Cost = $1,570,000~ Engineering Fee -- 7.2% of construction cost (Curve A) Fee = $1,570,000 x 0.072 = $113,040 2) Cooper Creek Force Main / Interceptor and Pecan Creek Interceptor Cooper Creek Force/Main and Interceptor Opinion of Construction Cost 24-inch Force Main: 4,500 LF x $112/LF = $505,000~ 24-inch Interceptor: 3,000 LF x $159/LF -- $475,000~ Pecan Creek Interceptor- Phase 1 Opinion of Construction Cost.v 42-inch Interceptor: 180 LF x $292/LF 30-inch Interceptor: 2,437 LF x $190/LF 33-inch Interceptor: 2,186 LF x $t971LF 24-inch Interceptor: 2,517 LF x $146/LF = $ 55,000 = $460,000 -- $430,000 = $365,000 Total Opinion of Construction Cost = $2,290,000 Engineering Fee = 5.7% of construction cost (Curve B) Fee = $2,290,000 x 0.057 = $130,530 3) Loop 288 Interceptor Opinion of Construction Costv 12-inch Interceptor: 7,000 LF x $1031LF Engineering Fee = 8.4% (Curve A) Fee = $625,000 x 0.084 = $ 52,500 4) Pecan Creek Interceptor - Phase II Opinion of Construction Costv. 33oinch Interceptor: 4,177 LF x $215/LF 24-inch interceptor: 5,785 LFx $159/LF 18-inch Interceptor: 1,034 LF x $1391LF Total 33"~ 24" = $1,810,000 Total 18" = $ 155,000 Total Amount [] $1,965,000 Engineering Fee = 5.7% (33", 24") (Curve B) x 0.85 Engineering Fee = 6.9% (18") (Curve A) x 0.85 Fee = $1,810,000 x 0.057 x 0.85 + $155,000 x 0.069 x 0.85 = $96,800 5) Total Basic Services Engineering Fee $113,040_+ $130,530 + $52,500 + $96,785 = $392,870 Basic Services % Construction Cost = $392,870 / $6,450,000 = 6.1% $625,000 $895,000 $915,000 $155,000 Special Services A) Topographic Surveys 32,800 LF @ $2.00/LF x 1.10 (mark-up) [] $72,160 B) Easement Descriptions 35 easements @ $900/easement x 1.15 (mark-up) = $36,225 C) TV Inspections 20,000 LF @ $2/LF x 1.10 (mark-up) + $2,500 evaluation time = $46,500 D) Additional Project Meetings 12 meetings @ (90 miles @ 0.351mile + 6 hrslmeeting @ $129/hr + $25 expenses/meeting) = $9,318 E) Easement Site Visits 6 site visits @ (90 miles @ 0.35/mile + 6 hrs/meefing @ $120/hr + $25 expenses/meeting) = $4,659 F) Wetlands Permit Application $1o,ooo G) Alternate Pipe Size Evaluation $20,000 H) Construction Staking 22,000 LF x $1.00/LF x 1.10 (mark-up) = $24,200 I) Preliminary and Final Plat $5,500 J) Geotechnical Services $17,500 x 1.10 (mark-up) = $19,250 TOTAL SPECIAL SERVICES (Items A-J) $72,160 + $36,225 + $46,500 + $9,318 + $4,659 + $10,000 + $20,000 + $24,200 + $5,500 + $19,250 = $247,812 TOTAL AMOUNT (Basic Services + Special Services) $392,870 + $247,812 = $640,682 Total Engineering % Construction Cost = $640,682 / $6,450,000 = 9.9% 4