2001-382O IN CE No dOO/ 2
AN ORDINANCE OF THE CITY OF DENTON, TEXAS APPROVING AND
AUTHORIZING THE CITY MANAGER TO EXECUTE A SECOND AMENDMENT TO
THE PROFESSIONAL SERVICES AGREEMENT WITH FREESE AND NICHOLS, INC
FOR ENGINEERING SERVICES PERTAINING TO THE BASIC SERVICES-FINAL
DESIGN, AND CONSTRUCTION PHASE SERVICES-GENERAL REPRESENTATION,
AND THI~ PERFORMANCE OF OTHER RELATED CONSTRUCTION PHASE SERVICES
FOR THE CITY OF DENTON LAKE RAY ROBERTS WATER TREATMENT PLANT,
AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING AN
EFFECTIVE DATE
WHEREAS, the City Council deems it in the public interest to continue to engage the
firm of Freese and Nichols, Inc, a Texas Corporation ("F&N"), to provide professional
engmeenng services to the City pert~unmg to the basic serv~cas-final design, and construction
phase servmes-general representation, and the performance of other related construction phase
services for the City of Denton Lake Ray Roberts Water Treatment Plant, and
WHEREAS, the C~ty staff has reported to the City Council that there is a substantial need
for the above-described professional engineering services, and that limited City staff cannot
adequately perform the 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 competmve bids, but must select the provider on the basis of
demonstrated competence, knowledge, and qualifications, and for a fair and reasonable price,
and
WHEREAS, the C~ty Council has prowded in the C~ty Budget for the appropriation of
funds to be used for the purchase of the professional engmeenng servmes, as set forth m the
Second Amendment to the Professional Services Agreement, and desires to approve the "Second
Amendment to the Professional Services Agreement," NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
~ That the C~ty Council approves, and the City Manager is hereby
authorized to execute a Second Amendment to the Professional Services Agreement with the
firm of Freese and Nichols, Inc, a Texas Corporation, for professional eng~neenng servmes
pertmmng to the basic services-final design, and construction phase services-general
representation, and the performance of other related construction phase services for the City of
Denton Lake Ray Roberts Water Treatment Plant, ~n substantially the form of the Second
Amendn)ent to the Professional Services Agreement, in the mount of not to exceed $212,650,
attached hereto and incorporated herewith by reference
SECTION 2 That the award of th~s Second Amendment to the Professional Services
Agreement by the City ~s on the bas~s of the continued demonstrated competence, knowledge,
and quahficat~ons of F&N and the continued ability of F&N to perform the services needed by
the City for a fatr and reasonable price
SECTION 3 That the expenchture of funds as provided in the attached Second
Amendment to the Professaonal Services Agreement as hereby authorized
SECTION 4 That this ordinance shall become effective immediately upon ~ts passage
and approval
PASSED AND APPROVED thls the ~~/~ dayof ~-~ ,2001
EULINE BROCK, MAYOR
ATTEST
JENNIFER WALTERS, CITY SECRETARY
By .}L/ _
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
S \Our Documents\Ordmances\01\Freese &Ntchols Second Amend PSA Ord Lake RR Wtr Ttmt Plant doc
STATE OF TEXAS §
COUNTY OF DENTON
SECOND AMENDED PROFESSIONAL SERVICES AGREEMENT
FOR ENGINEERING SERVICES PERTAINING TO THE DESIGN OF THE
LAKE RAY ROBERTS WATER TREATMENT PLANT FINISHED WATER
TRANSMISSION PIPELINE FOR THE CITY OF DENTON, TEXAS
THIS SECOND AMENDED AGREEMENT is made and entered into as of the~,~/~w~ day
of~, 2001, by and between the City of Denton, Texas, a Texas Mumclpal
Corporation, w~th its principal offices at 215 East McKlnney Street, Denton, Texas 76201
(hereafter "OWNER") and Freese and Nichols, Inc, a Texas Corporation, with its offices at 4055
International Plaza, Suite 200, Fort Worth, Texas 76109 (hereafter "CONSULTANT"), the
parties acting herein, by and through their duly-authorized representatives and officers
WHEREAS, OWNER and CONSULTANT entered into a certmn "Professional Services
Agreement for Engineering Service Pertmmng to the Preliminary Design Phase of the Lake Ray
Roberts Water Treatment Plant for the City of Denton, Texas" on the 2nd day of November,
1999, and
WHEREAS, OWNER and CONSULTANT entered into a certain "Professional Services
Agreement for Engineering Services Pertmmng to the Final Design of the Preparation of
Construcuon Plans and Specfficauons for, and the Performance of Related Construction Phase
Services for the City of Denton Lake Ray Roberts Water Treatment Plant," which Agreement
was approved by the City Council of the C~ty of Denton, Texas on the 16th day of May, 2000, by
enacting Ordinance No 2000-174, and which is hereafter referred to as the "Agreement", and
WltEREAS, OWNER and CONSULTANT entered into a certmn "First Amended
Professional Servmes Agreement for Engmeenng Services Pertaining to the Construction Phase
and Post-Construction Phase for the City of Denton Lake Ray Roberts Water Treatment Plant"
on the 17th day of April, 2001, which Agreement was approved by the Cay Council of the City
of Denton, Texas on the 17th day of April, 2001, by enacting Ordinance No 2001-154, and
which agreement is referred to as the "First Amended Agreement", and
WHEREAS, at this time the ProJect is underway, and the OWNER and CONSULTANT
have agreed to enter into a further "Second Amended Professional Services Agreement for
Engmeenng Services Pertmnmg to the Design of the Lake Ray Roberts Water Treatment Plant
Finished Water Transmiss~on Plpehne for the City of Denton ", whmh agreement is referred to as
the "Second Amended Agreement" hereafter, NOW, THEREFORE,
WITNESSETH, that in consideration of the mutual promises, covenants, agreements
herein, and m consideration of the premises, the part,es hereto do mutually AGREE as follows
Page 1 of 12
ARTICLE I
EMPLOYMENT OF CONSULTANT
The OWNER hereby contracts vath 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 m accordance with the professional
standards customarily obtained for such services m the State of Texas The professional services
set forth herein are m connection with the following described project (the "Project")
Professional engineering services pertaining to the design of the Lake Ray Roberts Water
Treatment Plant Finished Water Transmission Pipeline for the City of Denton
ART
SCOPE OF SERVICES
The CONSULTANT shall perform the following Basic Services in a professional
manner
A To perform those professional services as set forth in the Scope of Work and Fee Proposal --
Lake Ray Roberts Water Treatment Plant Finished Water Transmission Pipeline for the City
of Denton, dated September 12, 2001, prepared by CONSULTANT for OWNER, which
document is attached hereto as Exhibit" &" and is incorporated herein by reference, which
document is comprised of, and subdivided into the following sections
1 Narrative on Scope and Assumptions,
2 Scope of Work including Final Design Services, Construction Phase Services and
Drafting Services for Plan and Profile Sheets, and
3 Fee Proposal
B
If there is any conflict, or if any conflict arises between the terms of this Second Amended
Agreement and Exhibit "A" attached to this Agreement, the terms and conditions of this
Second Amended Agreement shall control over the terms and conditions of the Exhibit
ARTICLE III
ADDITIONAL SERVICES
Any additional services to be performed by the CONSULTANT, if authorized by the OWNER,
which are not included as Basic Services in the above-described Scope of Services, set forth as
provided by 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
Page 2 of 12
ARTICLE IV
PERIOD OF SERVICE
This Agreement shall become effective upon execution by the OWNER and the CONSULTANT
and upon the ~ssuance of a notice to proceed by the OWNER, and shall remain in force 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 Th~s Second
Amended Agreement may be sooner terminated m accordance with the prowslons hereof Time
is of the essence in this Second Amended Agreement CONSULTANT shall make all reasonable
efforts to complete the services set forth herein as expeditiously as possible and to meet the
schedule reasonably established by the OWNER, acting through its Cay Manager, its Assistant
City Manager for Utilities, or his designee
ARTICLE V
COMPENSATION
A COMPENSATION TERMS
"Subcontract Expense" is defined as those expenses, ~f any, incurred by
CONSULTANT in the employment of others ~n outside firms, for servmes m the area
of professional engineering, or related services Any subcontractor or subconsultant
billing reasonably incurred by the CONSULTANT in connection with the Project
shall be invoiced to OWNER at the actual cost plus ten percent
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 Second Amended 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 BILLING AND PAYMENT
For and m consideration of the professional services to be performed by the CONSULTANT
herein, the 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
CONSULTANT shall perform its work on this Project in accordance with the provisions
of those three (3) tasks which are described as "Final Design Services including Drafting
Services for Plan and Profile Sheets" ($158,742) and "Construction Phase Services"
($53,908) as set forth in "Scope of Work" of Exhibit "A" attached hereto and
incorporated herewith by reference CONSULTANT shall be paid for services rendered
pursuant to the Second Amended Agreement on the basis set forth as follows
Compensation shall be lump sum for "Final Design Services including Drafting Services
Page 3 of 12
for Plan and Profile Sheets", and shall be lump sum for "Construction Phase Services"
The fee ceiling as the total amount authorized by this Amendment OWNER agrees to
pay to CONSULTANT for its professional services performed, for its Subcontractor
Expense, and for its Direct Non-Labor Out-of Pocket Expenses incurred in the Project, a
total aggregate amount of fees and expenses a lump sum of $212,650
2
Partial payments to the CONSULTANT will be made momhly in accordance with the
statemems reflecting the actual completion of the -Basic Services, rendered to and
approved by the OWNER through its City Manager, or its Assistant City Manager for
Utflmes, 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 completmn of the Project by the CONSULTANT
3
Nothing contained in this Article shall require the OWNER to pay for any work which is
unsatisfactory as reasonably determined by the City Manager, or the Assistant City
Manager for Utflmes or his designee, or which is not submitted by CONSULTANT to
the OWNER an comphance with the terms of this Second Amended Agreement The
OWNER shall not be reqmred to make any payments to the CONSULTANT at any time
when the CONSULTANT as an default under this Second Amended Agreement
It as specffically understood and agreed that the CONSULTANT shall not be authorized
to undertake any work pursuant to flus Second Amended Agreement which would require
addmonal payments by the OWNER for any charge, expense or reimbursement above the
not-to-exceed amount as stated heremabove, without first having obtamed the prior
written authorization from the OWNER CONSULTANT shall not proceed to perform
any services to be later provided for under Article III "Additional Services" without first
obtmmng prior written authorization from the OWNER
C
ADDITIONAL SERVICES For addmonal services authorized in writing by the OWNER in
Article III heretnabove, 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 an accordance with Article V B
herelnabove Statements for Basic Services and any Additional Services shall be submitted
to OWNER no more frequently than once monthly
D PAYMENT If the OWNER fails to make payments due the CONSULTANT for services
and expenses wnhtn sixty (60) 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 stxUeth (60th) day, and an add~tion, 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 an full for all amounts
then due and owing, and not disputed by OWNER, for services, expenses and charges
Provided, however, nothing hereto shall reqmre the OWNER to pay the late charge of one
percent (1%) per month as set forth herein, tf the OWNER reasonably determines that the
Page 4 of 12
CONSULTANT's work is unsatisfactory, in accordance with Article V B of this
Agreement, and OWNER has notified CONSULTANT of that fact in writing
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 sub consultants
~T__~__T.!~E VII
OWNERSI-ffP OF DOCUMENTS
All documents prepared or furnished by the CONSULTANT (and CONSULTANT's
subcontractors or subconsultants) pursuant to this Second Amended Agreement are instruments
of service and shall become the property of the OWNER upon the termination of this Second
Amended Agreement The CONSULTANT ~s entitled to retain copies of all such documems
The documents prepared and furnished by the CONSULTANT are intended only to be
applicable to tins 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 Second Amended
Agreement m another project or for other purposes than specified herein any of the information
or materials developed pursuant to this Second Amended 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, subcontractors, subconsultants, attorneys,
and/or employees in the execution, operation, or performance of this Second Amended
Agreement
Nothing in this Second Amended Agreement shall be construed to create a liability to any
person who is not a party to this Second Amended Agreement and nothing herein shall waive
any of the party's defenses, both at law or eqmty, to any claim, cause of acuon or litigation filed
Page 5 of 12
by anyone not a party to this Second Amended Agreement, including the defense of
governmental lmmumty, which defenses are hereby expressly reserved
ARTICLE X
INSURANCE
During the performance of the Serwees under th~s Second Amended Agreement,
CONSULTANT shall maintain the following insurance with an insurance company licensed to
do busxness m the State of Texas by the State Insurance Board or any successor agency, that has
a rattng with A M Best Rate Carriers of at least an "A-" or above
A Comprehensive General Liability Insurance w~th bodily ~njury hmlts of not less than
$1,000,000 for each occurrence and not less than $1,000,000 m the aggregate, and w~th
property damage hm~ts of not less than $100,000 for each occurrence, and not less than
$100,000 ~n the aggregate
B
Automobile Llabthty Insurance with bodily mjmy hm~ts of not less than $500,000 for each
person and not less than $500,000 for each accident, and w~th property damage hm~ts for not
less thaa $100,000 for each accident
C Workers Compensation Insurance in accordance with statutory reqmrements and Employer's
Llabflf~y Insurance w~th hmlts of not less than $100,000 for each accident
D Professional Liability Insurance with hm~ts of not less than $2,000,000 annual aggregate
E
CONSULTANT shall furnish insurance certificates or ~nsurance policies to the OWNER to
evidence such insurance coverage The insurance pohcles shall name the OWNER as an
addmonal tnsured on all such pohcms to the extent that is legally possible, and shall contain a
provision that such insurance shall not be cancelled or modified without at least 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 cancellaUon of coverage,
deliver cop~es of any such substitute pohctes, furnishing at least the same pohcy hm~ts and
coverage, to OWNER
ARTICLE XI
ARBITRATION AND ALTERNATE DISPUTE RESOLUTION
The parties may agree to settle any disputes under th~s Second Amended Agreement by
submitting the dispute to arbitration or other means of alternate dispute resoluuon such as
medlauon No arbitration or alternate d~spute resolution arising out of or relating to, this Second
Amended Agreement involving one party's d~sagreement, may include the other party to the
disagreement w~thout the other's approval
Page 6 of 12
ARTICLE XII
TERMINATION OF AGREEMENT
A Notwithstanding any other provision of this Second Amended Agreement, either party may
terminate this Second Amended Agreement by providing thirty (30) days advance written
notice to the other party
B
This Second Amended Agreement may alternatively be terminated in whole or In part in the
event of either party substantially failing to fulfill its obhgations under this Second Amended
Agreement No such termination will be effected unless the other party is g~ven (1) written
notice (delivered by certified mall, 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 fmlure, and (2) an opportunity for consultation with the
terminating party prior to termination
C
If th~s Second Amended 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 from OWNER, and shall render a final bill 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 Second Amended Agreement Should the OWNER
subsequently contract with a new consultant for the conUnuat~on of services on the ProJect,
CONSULTANT shall cooperate in providing lnfornlation to the OWNER and to the new
consultant If applicable, OWNER shall allow CONSULTANT a reasonable time to
transit~on and to turn over the ProJect to a new consultant CONSULTANT shall turn over
all documents prepared or furnished by CONSULTANT pursuant to this Second Amended
Agreement to the OWNER on or before the date of termination, but may maintain copies of
such documents for its files
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 designs or other
work performed pursuant to tlus Second Amended 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 CONSULTANT, as principals, officers, employees,
agents, subcontractors, and sub consultants
ARTICLE XIV
NOTICES
All notices, communications, and reports required or permitted under this Second
Amended Agreement shall be personally delivered to, or telecopled to, or marled to the
Page 7 of 12
respective part,es by depositing same in the United States mai1 at the addresses shown below,
postage prepmd, certafied mai1, return receipt requested, unless otherwise specified herein
To CONSULTANT
To OWNER
Freese and N~chols, Inc
Robert Pence, Senior Vice-President
4055 International Plaza, Suite 200
Fort Worth, Texas 76109
Fax (817) ~/35-7491
City of Denton, Texas
City Manager
215 East McKtnney
Denton, Texas 76201
Fax (940) 349-8596
All notices given under th~s Second Amended Agreement shall be effective upon their
actual receipt by the party to whom such notice is given
ARTICLE XV
ENTIRE AGREEMENT
This Second Amended Agreement consisting of twelve (12) pages and one (1) Exhibit
conmtutes 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 tn connection with the subject
matter of this Second Amended Agreement
ARTICLE XVI
SEVERABILTY
If any provm~on of this Second Amended Agreement m found or deemed by a court of
competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the
remainder of this Second Amended Agreement, and shall not cause the remainder to be invalid
or unenforceable In such event, the parties shall reform this Second Amended Agreement, to
the extent reasonably possible, to replace such stricken provision w~th 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
The CONSULTANT shall comply with all federal, state, local laws, rules, regulations,
and ordinances apphcable to the work performed by CONSULTANT hereunder, as they may
now read or as they may hereafter be amended
Page 8 of 12
ARTICLE XVIII
DISCRIMINATION 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
CONSULTANT represents that it has or will secure at its own expense all personnel required
to perform all the services required under this Second Amended 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 Second Amended Agreement
B
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 Second -
Amended 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 Second Amended Agreement
and shall not transfer any interest in this Second Amended Agreement (whether by ass~gnmem,
novation or otherwise) w~thout 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 slgnlficam
change in ~ts corporate structure or in its operations
.ARTICLE XXI
MODIFICATION
No, waiver or modification of th~s Second Amended Agreemem or of any covenant,
condition, hmltation herein contained shall be valid unless in writing and duly executed by the
party to be charged therewith No evidence of any wmver or modification shall be offered or
received in evidence in any proceeding arising between the parties hereto arising out of, or
affecting this Second Amended Agreement, or the rights or obligations of the parties hereunder,
unless such wmver or modification is in writing, duly executed The parties further agree that the
provisions ofth~s Article will not be waived unless as herein set forth
Page 9 of 12
ARTICLE XXII
EFFECT OF AMENDMENT
Except as specifically provided for by the Second Amended Agreement, that all of the
terms, covenants, conditions, agreements, rights, responsiblhttes, and obligations of the parties
set forth m~the previous Agreements, dated May 16, 2000 and April 17, 2001, shall remain in full
force and effect
ARTICLE XXIII
MISCELLANEOUS
A The following exhibit is attached to, incorporated herewith by reference, and ~s made a part
of this Second Amended Agreement for all purposes pertinent
Exhibit "A" --"Lake Ray Roberts Water Treatment Plant Flmshed Water Transmission
Plpehne" for the City of Denton, Texas -- September 2001"
B
CONSULTANT agrees that OWNER shall, until the expiration of four (4) years after the
final payment made by OWNER under this Second Amended Agreement, have access to and
the right to examine any directly pertinent books, documents, papers and records of the
CONSULTANT involving transactions relating to th~s Second Amended 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 w~th th~s Article OWNER
shall g~ve CONSULTANT reasonable advance notme of all intended examinations or audits
C Venue of any suit or cause of action under this Second Amended Agreement shall he
exclusively m Denton County, Texas Th~s Second Amended Agreement shall be governed
by and construed m accordance with the laws of the State of Texas
D For purposes of this Second Amended Agreement, the parties agree that the ProJect Pnnclpal
shall be Ray Longona, Principal, P E, and the key persons who will perform most of the
work as the ProJect Team, include the ProJect Manager, Russell Cnbson, P E, under, and in
accordance w~th this Second Amended Agreement, shall be as specifically identified and set
forth in "Scope of Work and Fee Proposal" document attached hereto as Exhibit "A" This
Second Amended Agreement has been entered into w~th the understanding, expectatmn, and
the OWNER's rehance, that the above-stated employees of CONSULTANT shall perform all
or a stgmficant pomon 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 the
OWNER, which approval the OWNER shall not unreasonably withhold Nothing herein shall
limit CONSULTANT from using other qualified and competent members of its firm to
perform the other incidental services required herein, under as supervision or control
E CONSULTANT shall commence, carry on, and complete its work on the ProJect with all
applicable dispatch, and in a sound, econommal, efficient manner, and in accordance with the
Page 10 of 12
provisions hereof in accomphshlng the Project, CONSULTANT shall take such steps as are
appropriate to ensure that the work involved is properly coordinated with any related work
being carried on by the OWNER
F
The OWNER shall assist the CONSULTANT by placing at the CONSULTANT's d~sposal
all available information pertinent to the ProJect, ~ncludlng previous reports, any other data
relative to the Project and arranging for the access to, and make all provis~ons for the
CONSULTANT to enter in or upon, public and pr, vate property as required for the
CONSULTANT to perform professional services under th~s Second Amended Agreement
OWNER and CONSULTANT agree that CONSULTANT ts entitled to rely upon
information furnished to it by OWNER without the need for further inquiry or mvesttganon
~nto such information
G The captions of this Second Amended Agreement are for informational purposes only and
shall not in any way affect the substantive terms or conditions of this Second Amended
Agreement
1N WITNESS WHEREOF, the OWNER, the C~ty of Denton, Texas has executed this
Second Amended Agreement in four (4) original counterparts, by and through its duly-
authorized City Manager, and CONSULTANT has executed this Second Ame~e.d~greement
by }~nd.~__t~..ough its duly-authorized undersigned officer on this the ~j{Z//l(_x_ day of
_ ,2001
"OWNER"
CITY OF DENTON, TEXAS
CITY M~'~ ~II~I-I}~E'~NDUFF
ATTEST
JENNIFER WALTERS, CITY SECRETARY
By ~
Page 11 of 12
APPROVED AS TO LEGAL FORM
I-I]ERBERT L PROUTY, CITY ATTORNEY
ATTEST
By
"CONSULTANT'
FREESE AND NICHOLS, INC
A Texas Corporation
By
S \Our Documont~\Contrac~s\0 l~Frooso & N~chols Second Amendment to PSA 2001 doc
Page 12 of 12
C E N T U R Y O F S E R V I C E _~.....,..,,~ ~,
September 12, 2001
Mr Tma Fxsher, P E
Assistant ]Director of Water Utthtms
C~ty of Denton
901-A Texas Street
Denton, TX 76201
Lake Ray Roberts 54-Inch Waterline
Proposal for En~neermg Serrates
Dear Mr Fzsher
As requested, we are pleased to subrmt the scope of work and fee proposal for the design oftheLake
Ray Roberts 54-Inch Waterline Attached are the following items for your rewew
1) Scope of Work for Basra Serwces, wluch Includes final design and general constructmn
representation The project includes approxunately 40,000 feet of 54-mcl~ plpelme and
related appurtenances
2) Spreadsheets showing design and construction representauon effort, subrmtted m support
of this proposal
As shown on the attached spreadsheets, our proposed lump sum fee for Basic Serwces (final design
and general construction representation) is $212,650 ($217,850-$5200 remaining special serwces)
The above quotations for design services are based on using remaining budget m our emstmg contract
for the special serwces to revmw the 54" P~pehne ($2800 rema~mng) The quotatmn is also hased on
using $2400 from our budget to provtde surge analysis and coordmatlon There will be some savings
in the surge coordination, since the design work vall be done completely by Freese and Nichols, hac
We have also looked at the rermumng budget for the 404 Pernuttmg Assistance The budget for tbas
special serwce has almost completely been used
Freese and Nichols, Inc :i Engineers ,3 Environmental Sc=ent~sts J Architects
4055 International Plaza ~ Suite 200 gl Fort Worth, Texas t 76109-4895
817-735-7300 ~1 Fax 817-735-7491 ..3 wwwfreesecom
EXHIBIT A
If you agree to the proposed scope of work and terms of compensatlon, Denton should prepare a
contract We appreciate the opportumty to provide this proposal for engineenng serwces and look
forward to working v~th the City of Denton on this project Ifyou have any questions or coraments,
please call
Respectfially,
FREESE AND NICHOLS, INC
Russell Gibson, P E
Project Manager
{ 0fi01041 }t \denton\54-mch prop
EXHIBIT A
CITY OF DENTON
54-INCH WATERLINE
SCOPE OF WORK
BASIC SERVICES
FINAL DESIGN SERVICES
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Freese and Nichols, Inc (FN'I) wall review erastmg easemems and determine general
conformance of the documents to the part~ally completed construction plans released by the
City of Denton (City) to FNI for design work FNI will perform one me v~m to detemune
general conformance of natural features, waprovements and topography shown on
construction plans to actual field condltmns It has been assumed that the survey prowded ~s
substantially correct and that the s~te v~m vail only be used for general observauon of the
pipeline route and to note any major, readdy d~scermble features or n'nprovements winch have
not been included on the construction plans Design survey necessary to locate features,
winch are not documented on the plans, wall be prowded by Denton
Fl'ti wall perform research m an attempt to ldenm°y potential utthty, natural feature, and future
land use contitctS presented by th~plpelme ahgnment and prowde an evaluation of the nature
andextent oftheseconfuets FNIwfllcontact ut~htyowners, meet representauvesmthefield,
and coordinate addat~onal surveying work to locate erastmg ut~hUes Surveying will be
provided by Denton The constructaon contractor will be reqmred to locate utahUes prior to
consmacuon, and FNI will not be hable for inaccurate or incomplete utthty locauons FNI
vall revaew future land use plans, plats or constru~on drawings, winch are prowded to FNI
and evaluate the potential eonfucts presented by these plans
FNI ~ attend four (4) meetings wth the C~ty regarding the project
FNI wall pro,nde the computer dr~tmg necessary to complete the project front-end sheets and
plan and profile sheets FNI will prepare one set of complete design drawings for
constru~on of the proposed p~peline The project dlgnal files wall be prowded to FNI m an
Autocad 2000 (or prewous Autocad version) format
FNI engmeenng and drai~ug personnel wall produce project detail sheets winch will include
trench and p~pe appurtenance detail sheets, inghway crossing detail sheets, gate details,
structural detmls and p~pmg ue-m detmls at the new pump stauon and at the Ime terrmnauon
(Loop 288) FNI w~U prepare specifications and contract documents for the project
Specifications will include at least two pipe matenal opuons Spectficauons will be acceptable
to Denton Purchasing Department If detailed plans and design are reqmred for roadway
design or utfllty relocations, tins contract may be amended to prowde those add~uonal
engnaeenng seraees at the d~scret~on of the City of Denton
EXHIBIT A
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FI',Yl wll desagn minor reahgnments of the p,pelme as necessary to accommodate confl,cts,
future plans, landowner requests, ere Reahgnments will be cons,dered minor ~'they do not
dewate oumde the permanent easement, and no add~t,onal surveying ,s reqmred
Assmt the Caty m procunng rouUne approvals and perrmts for baghway, railroad and uuhty
crossings
Provide plans, specaficat~ons, and contract documents to the C,ty for subrmss,on to apphcable
state agency (agenc,es) for approva~ where necessary
Prepare detailed cost estmmtes and b,ddefs proposal forms (project quantmes) of the
maprovements to be constructed
Furmsh the City five (5) sets of'cop,es of plans, specaficaUons, and b,d proposals marked
"Prehrnma~' for approval by the Caty Upon final approval by the C,ty of Denton and
preparataon by FNI of plans, spec~ficataons and b,d proposals, ~ will prowde the C,ty
five (5) sets ofcopaes of"Fmal~ plans prior to b,ddmg FNI wll prepare and ,ssue
addenda to the plans and spee~icauons, ffreqmred As Oarected by the C,ty, addmonal
sets of plans, spec~ficataons and b,d documents as are necessary m the rece,vmg orb,ds for
constru~on and as are requmed in the exeeunon of the project shall be furmshed by FNI
and shall be pa~d for by the Caty at actual cost ofreproduct,on
FNI will furmsh a Project Manager, Rusty Cnbson, who will be the point of contact for the
C,ty of Denton The Caty of Denton will furmsh a Project Manager, Frank Payne, who
will be the point of contact for FNI
CONSTKUCTION PHASE SEKVICES
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Assmt the C,ty m securing bads, assumg not,ce to badders and nottfymg construct,on news
pubhcaUons FNI will prepare copaes of bid documents for d~stnbuuon to potenual b,dders,
and will maintain a hst of plan holders The not,ce to b,dders wall be furmshed to the C,ty for
pubheat~on m local news mecha
Assist the City m the pre-bid meeung, opening, tabulat,on, and analys,s of the bids rece,ved
and furmsh recommendataons on the award of contracts or the appropriate acUons to be taken
by the c,ty
Assist m the preparaUon of formal contract documents for the construct,on contract
Conform the plans and specifications to include changes made by addendums Prowde fifteen
(15) sets ofConstructaon Contract Doeuments (five for Owner and 10 for Contractor) These
eonsmaet~on documents will include b,dders ~nformatmn, legal documents, and addenda
bound m the documents for execution by the C,ty and construct,on contractor
Ass,st m condueung one pre-cunstruct,on conference w~th the selected contractor, and revaew
construeuon schedules prepared by the contractor
Make e,ghteen (18) wsats to the she (as d,stmgmshed from the continuous serwces of a
Res,dent Project Representatave) to observe the progress and the quahty of work and to
attempt to deternune m general ~f the work as proceeding In accordance wth the contract
documents In peffomnng these seraces, FNI will endeavor to protect the C~ty against
E~TBIT A
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defects and defiaenmes m the work of contractors, FNI will report any observed defects or
defimencles lmmedtately to the City, however, it is understood that FNI does not guarantee
the contractor's performance nor m he responsible for supemmon of the contractor's
operation and employees
Consult and advise with the City during construction, make recommendations to the City
regarding the materials and workmanslup, and prepare change orders vath City's approval
Check and renew samples, catalog data, schedules, shop drawings, laboratory, shop and mtll
tests of material and equipment and other data which the contractor is requared to submat for
conformance with the design concept of the Project and comphance with the reformation
g~ven m the contract documents, and assemble wntten guarantees wMch are reqtured by the
contract documents
ASsist the City m arranging for testing of materials and laboratory control dunng construction
to,be conducted at the City's expense and interpret the results of such tests
Interpret intent nfthe plans and spec~icaUons for the City and contractor
Revmw and comment on monthly and final estmmtes for payment to contractor
Conduct in company with the City's representatave a final mspecuon of the Project for
conformance with the demgu concept of the Project and comphance with the contract
documents, and rewew and comment on the cert~icate of completion and the
recommendation for final payment to the contractor
Revmw rewmons of construction drawings with the assistance of the City's project personnel
and the construmon contractor reflecting changes in the Project made dunng constructmn
ENI ~ prepare "Record Drawings" FNI will review and seal all "Record Drawings", and
will furmsh one reproducible and two bluehne eop~es of'~eeord Drawings" c
ADDITIONAL SERVICES
Addmonal Servaces to be performed by FNI, ffauthonzed by the City, whtch are not included m
the above :descnbed basic services and special services, are descnbed as follows
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Preparation ofpenmt apphcataons for road crossings or other regulatory authontms or
pubhc agencies
Verifying accuracy of crusting design survey, and correcting deficiencies m
constru~on plans which arise from maccurames m demgu survey
Pro~ndmg copies of plans and spec~ficataons in ad&Uon to the number specified above
Mahng property, boundary and right-of-way surveys, preparation of easement and
deed descriptions, mcluchng tide search and exammatlon of deed records
Making rewmons to drawings, specuficaUons or other documents when such revlmons
are a) not consistent with approvals or instructions prevaously g~ven by the Oty or b)
due to other causes not solely within the control of FNI
Investagatlons revolving conmderataon of operatmn, maintenance and overhead
expenses, and the preparataon of rate schedules, earmngs and expense statements,
feasibility studies, apprmsals, evaluations, assessment schedules, and material audits or
EXHIBIT A
inventories required for certification of force account construction performed by the
City
7 Serwces reqtnred to resolve bid protests or to rebld the project for any reason other
than the fault of FNI
Attending meetings in excess of those hsted above
9 Field layouts or the funustung of construction hne and grade surveys
10 , Providing shop, mall, field or laboratory inspection of matenals and equipment
Observe factory tests of equipment at any s~te remote to the project or observing tests
required as a result of eqmpment fading the mmal test
11 Preparing operation and maintenance manuals or conducting operator training
12 Preparing data and reports for assistance to the City m preparation for hearings before
regulatory ageneaes, courts, arbitration panels or any mechator, g~vmg testmaony,
personally or by deposition, and preparations therefore before any regulatory agency,
court, arb~tratxon panel or medmtor
13 Performing extensave, non-routine mve~gat~ons, studies and analyses of substitutions
of equipment and/or materials or dev~ataons from the drawings and spec~ficauons
14 Assisting the City m the defense or prosecution of htigatlon m connection wth or m
addition to those serwees contemplated by fins proposal Such services, ffany, shall
be furmabed by FlqI on a fee basis negutmted by the respective partms outside of and
m addttaon to flus proposal
15 ?rovachng enwronmental support servacas including the design and maplementation of
ecological basehne studies, environmental momtonng, impact assessment and analyse~,
perrmmng assistance, and other assistance required to address enwronmental issues
16 Performing investigations, studies, and analys~s of work proposed by construction
contractors to correct defecUve work
17 Design, contract modificataons, studies or analys~s reqmred to comply w~th local,
State, Federal or other regulatory agencies that become effective after the date ofttus
agreement
18 Visits to the s~te m excess of eighteen (lg) tnps included above for penodm s~te wsits,
coordination meetings, or contract completion activmes
19 Any servaces reqtured as a result of default of the contractor(s) or the failure, for any
reason, of the contractor(s) to complete the work wathm the contract ume
20 Providing serwces after the completion of the construction phase not specifically hsted
above
21 Prowdmg serwces to rewew or evaluate construcuon contractor's clama(s), prowded
smd clan'ns are supported by causes not w~thm the control of FNI, and the City of
Denton prowdes written approval to ~ to evaluate sa~d claims
22 Provadmg value engmeenng studaes or revmws of cost savings proposed by
construction contractors after b~ds have been submatted
23 Appearing before regulatory agencies or courts as an expert w~tness m any lnigatlon
w~th tturd parties or condernnation proceedings arising from the development or
construcUon of the project, mcluchng the preparation of engmeenng data and reports
to be used for assistance to the City
EXI~RIT A
E~-I:IBIT A
EXHIBIT A
P EET STI G
Sheet
No Items and Tasks
I Cover Sheet
2 Sheet Index
3 Utility Contacts
4 Location Map
5 Legend / M~sc Notes
6 Hydraulic Grade L~ne Sheet
7-50 Plan and Profile Sheets (44 Sheets)
51 Tie-in Details
52 Pmesure Reducinl~ Valve Details
53 Pipe Details
54 Trench Details
55 PIpe Appurtenance Details
56 Pipe Appurtenances
57 PIpe Gate and Sign Details
58-60 Bom and Casing Details (3 Sheets)
61-62 Easement Requirements (2 Sheets)
63-66 Cathodic Protection (4 Sheets)
67 Structural Notes
68 Valve Vault Structural Details
EXI'HBIT A