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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 3 4 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 6 7 8 9 10 11 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 2 4 5 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 6 7 8 9 10 11 12 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 1 2 3 4 5 6 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