2000-291 ORDINANCE NO ~0/~q [
AN ORDINANCE OF THE CITY OF DENTON, TEXAS APPROVING AND
AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES
AGREEMENT WITH ALLIANCE AREA SURVEYING CORPORATION FOR LAND
SURVEY SERVICES FOR ELECTRIC UTILITIES, AUTHORIZING THE EXPENDITURE
OF FUNDS THEREFOR, AND PROVIDING AN EFFECTIVE DATE
WHEREAS, the City Council deems ~t m the public ~nterest to engage Alliance Area
Surveying Corporation ("Consultant"), to provide professional land survey services to the City,
and
WHEREAS, the City staffhas reported to the City Council that there is a substantial need
for the above-described professional land surveying services, 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,
and
WHEREAS, the City Councal has provided in the City Budget for the appropriation of
funds to be used for the purchase of the professional engineering servmes, as set forth in the
Professional Servmes Agreement, NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
SECTION 1 The City Council approves, and the C~ty Manager ~s hereby authorized to
execute a Professional Services Agreement with Consultant for land surveying services in
connection with electric utlhtles, in substantially the form of the Professional Services
Agreement attached hereto and ancorporated herewith by reference
SECTION 2 The award of this Agreement by the City is on the bas~s of the
demonstrated competence, knowledge, and quahficatlons of Consultant and the ability of
Consultant to perform the servmes needed by the C~ty for a fmr and reasonable price
SECTION 3 The expenditure of funds as provided in the attached Professional Services
Agreement is hereby authorized
SECTION 4 Tlus ordinance shall become effective lmmedmtely upon its passage and
approval
ASSED AND APPROVED the dayof Cr ,Zee, ,2ooo
EULINE BROCK, MAYOR
ATTEST
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
HERB~~ ATTORNEY
By ~/~,/ ~'~
S \Our Docume~ts\Ordman~s\OO~Alhance Area Surveying ProfesslonaI doc
Page 2
PROFESSIONAL SERVICES AGREEMENT
STATE OF TEXAS §
COUNTY OF DENTON §
day
Of
2000, by and between the City of Denton, Texas, a Texas
mumcll{al corporation, w~th its pnnc~pal office at 215 East McKmney Street, Denton, Texas
76201, hereinafter called "OWNER", and All,ance Area Surveying Corporation, w~th ~ts offices
at 102 West Lloyd Street, Krum, Texas 76249, hereinafter called "CONSULTANT", OWNER
and CONSULTANT are aeUng hereto, by and through their duly-authonzed officmls and
representatIves
WITNESSETH, that ~n consIderation of the covenants and agreements here~n contmned,
the part,es hereto do mutually AGREE as follows
EMPLOYMENT OF CONSULTANT
The OWNER hereby contracts w~th the CONSULTANT, as an independent contractor,
and the CONSULTANT hereby agrees to perform the services hereto ~n connection w~th the
Project a~ stated m the sections to follow, with &hgence and m accordance w~th the h~ghest
professlona] standards customarily obtained for such serv~cas m the State of Texas The
professlonal servlces set out hereto are m cormectlon w~th the following descnbed project
(hereinafter referred to as the "Project")
Survey corridor for overhead electric transmlss~on hnes from F M 2449 Ponder Electric
Substation s~te to H~ckory Street E]ectnc Substation s~te Survey 5 acre slte for
m£ermedmte electnc power substation
The Project shall include, w~thout hm~tat~on
A AIl necessary surveylng ant, wries to create right-of-way and parcel descriptions for
the proposed transmission hne and substation
B All of the surveying act~wt~as necessary to prowde field data for design and
permitting purposes for the proposed transmission hne
C Permanent monumentatlon along proposed comdor
D Flag ROW, stake poles & guys for proposed transmission power hne
E Proxade a CADD file (compatible w, th AutoCAD) and drawings showing all data
collected
ARTICLE II
SCOPE OF SERVICES
The CONSULTANT shall perform the following servmes ~n a professional manner
A The CONSULTANT shall perform all those Basra Servmes as necessary, and as
described ~n the CONSULTANT'S July 20, 2000 to the OWNER, whmh ~s attached
hereto and incorporated herewith by reference as Exhibit "A"
B If there ~s any confhct between the terms of th~s Agreement and exhibits attached to th~s
Agreement, the terms and cond~ttons of th~s Agreement wall control over the terms and
conthttons of the attached exhth~ts
ARTICLE III
ADDITIONAL SERVICES
Addtt~onal servmes to be performed by the CONSULTANT, ~f authorized by the
OWNER, whmh are not included m the above-described Basra Servmes, are described as
follows
A Assisting OWNER or contractor m the defense or prosecutton of httgat~on ~n connection
w~th or ~n adthtton to those serrates contemplated by th~s Agreement Such servmes, ~f
any, shall be furnished by CONSULTANT on a fee barns negottated by the respecttve
pames outside of and m add~tton to th~s Agreement
B Preparation of easement and/or right-of-way documents
C Preparation of platting documents for governmental approvals
D Any addtt~onal servmes not ~ncluded m Basic Servmes
PERIOD OF SERVICE
Thls Agreement shall become effecttve upon executton of th~s Agreement by the
OWNER and the CONSULTANT and upon the ~ssuance ofa notme to proceed by the OWNER,
and shall remmn m force for the period whmh may reasonably be reqmred for the completton of
the Project, ~ncludmg Add~ttonal Sermces, ~f any, and any reqmred extensions approved by the
OWNER Th~s Agreement may be sooner terminated m accordance w~th the prows~ons hereof
T~me ~s of the essence ~n thru Agreement The CONSULTANT shall make all reasonable efforts
to complete the servmes set forth hereto as exped~ttously as possible and to meet the schedule
estabhshed by the OWNER, acting through ~ts Ctty Manager or h~s designee
Page 2
COMPENSATION
A COMPENSATION TERMS
1 "Subcontract Expense" is defined as expenses incurred by thc CONSULTANT m
employment of others in outside firms for services m the nature of surveying
2 "Direct Non-Labor Expense" is defined as that expense for any assignment
incurred by the CONSULTANT for supplies, transportation, travel,
communications, subsistence, and lodging away fi.om home, and similar
incidental expenses m connection with that assignment
B BILLING AND PAYMENT For and in consideration of the professional servmes to be
performed by the CONSULTANT herein, the OWNER agrees to pay, based on the cost
estimate detml at the hourly rates shown in Exhibit "B" which is attached hereto and
made a part of th~s Agreement as ff written word for word herein, a total fee, including
reimbursement for direct non-labor expenses, not to exceed Thirty-Nme Thousand
Dollars and No Cents ($39,000 00)
Partial payments to the CONSULTANT will be made on the basis of detailed monthly
statements rendered to and approved by the OWNER through its City Manager 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 five percent (5%) of the contract amount until
satisfactory completion of the ProJect
Nottung contained in this Article shall require the OWNER to pay for any work which is
unsatisfactory, as reasonably determined by the City Manager or his designee, or which is
not submitted m compliance with the terms of thru Agreement The OWNER shall not be
required to make any payments to the CONSULTANT when the CONSULTANT is in
default under this Agreement
It is specifically understood and agreed that the CONSULTANT shall not be authorized
to undertake any work pursuant to this Agreement whmh would require additional
payments by the OWNER for any charge, expense, or reimbursement above the
maximum not to exceed fee as stated, without first hawng obtained written authonzatmn
fi.om the OWNER The CONSULTANT shall not proceed to perform the services listed
in Article III "Additional Services," vothout obtaining prior written authonzatlon from
the OWNER
C ADDITIONAL SERVICES For additional services authorized in writing by the
OWNER in Article III herelnabove, the CONSULTANT shall be paid based on the
Schedule of Charges at the hourly rates shown in Exhibit "B" Payments for additional
services shall be due and payable upon submission by the CONSULTANT with
Page 3
CONSULTANT's regular monthly statement as prowded for heremabove Statements
shall not be submitted more frequently than monthly
D PAYMENT If the OWNER falls to make payments due the CONSULTANT for
servmes and expenses w~thm s~xty (60) days aRer receipt of the CONSULTANT's
tmd~sputed statement thereof, the mounts due the CONSULTANT w~ll be ~ncreased by
the rate of one percent (1%) per month from the smd s~xt~eth (60th) day, and, m addition,
the CONSULTANT may, after g~wng seven (7) days written notme to the OWNER,
suspend serrates under th~s Agreement tmt~l the CONSULTANT has been prod ~n full all
amounts due for servmes, expenses, and charges, provided, however, nothing here~n shall
reqmre the OWNER to pay the late charge of one percent (1%) set forth here~n ~f the
OWNER reasonably detenmnes that the work ~s unsatisfactory, m accordance w~th th~s
Artmle V, "Compensation"
OBSERVATION AND REVIEW OF THE WORK
The CONSULTANT w~ll exercise reasonable care and due d~hgence ~n d~seovenng and
promptly reporting to the OWNER any defects or deficiencies ~n the work of the
CONSULTANT or any subcontractors or subconsultants
ARTICLE VII
OWNERSHIP OF DOCUMENTS
All documents prepared or furmshed by the CONSULTANT (and CONSULTANT's
subcontractors or subconsultants) pursuant to thru Agreement are ~nstruments of sermce, and
shall become the property of the OWNER upon the termination of th~s Agreement The
CONSULTANT ~s entitled to retmn cop~es of all such documents The documents prepared and
furnished by the CONSULTANT are ~ntended only to be apphcable to th~s Pro .
O ' ~Ject. and
WNER s use of these documents ~n other projects shall be at OWNER's sole risk and expense
In the event the OWNER uses any of the ~nfonnat~on or materials developed pursuant to th~s
Agreement m another project or for other purposes than spemfied hereto, CONSULTANT xs
released from any and all hab~hty relating to thexr use xn that project
ARTICLE VIII
INDEPENDENT CONTRACTOR
CONSULTANT shall prowde serwces to OWNER as an ~ndependent contractor, not as
an employee of the OWNER CONSULTANT shall not have or clmm any right arising from
employee status
Page 4
INDEMNITY AGREEMENT
The CONSULTANT shall indemnify and save and hold harmless the OWNER and its
officials, officers, agents, and employees from and against any and all hablllty, claims, demands,
damages, losses, and expenses, Including, but not limited to court costs and reasonable attorney's
fees incurred by the OWNER, and including, without hmltatlon, damages for bodily and
personal Injury, death and property damage, resulting from the negligent acts or om~sslons of the
CONSULTANT or its officers, agents, employees, subcontractors and subconsultants, in thc
execution, operation, or performance of th~s Agreement
Nothing m 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 parties' defenses, both at
law or equity, to any elmm, cause of action, or htlgatlon filed by anyone not a party to this
Agreement, including the defense of governmental Immtmlty, which defenses are hereby
expressly reserved
ARTICLE X
INSURANCE
Dtlnng the performance of the services under this Agreement, CONSULTANT shall
maintain the following insurance with an insurance company heensed to do business in the State
of Texas by the State Insurance Commission or any successor agency, that has a rating with A
M Best Rate Carriers of at least an A- or above
A Comprehensive General Liability Insurance unth bodily injury limits of not less than
$500,000 for each occurrence and not less than $500,000 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
B Automobile Liability Insurance w~th 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 of not less than $100,000 for each accident
C Worker's Compensation Insurance in accordance with statutory requirements, and
Employers' Llablhty Insurance with limits of not less than $100,000 for each accident
D The CONSULTANT shall furnish insurance certificates or insurance policies at the
OWNER's request to exndenee such coverages The insurance policies shall name the
OWNER as an additional ~nsured on all such policies to the extent possible, and shall
contmn 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, deliver to
OWNER substitute policies or certificates fimalshmg the same coverage
P~e5
ARBITRATION AND ALTERNATE DISPUTE RESOLUTION
The part,es may agree to settle any d~sputes under th~s Agreement by submitting the
d~spute to arbitration or other means of alternate &spute resolution, such as medmtlon No
arbitration or alternate d~spute resolution arising out of or relating to th~s Agreement, ~nvolwng
one party's d~sagreement, may ~nclude the other party to the thsagreement w~thout the other's
approval
ARTICLE
TERMINATION OF AGREEMENT
A Notwithstanding any other prowmon of th~s Agreement, e~ther party may terminate by
g~wng thirty (30) days' advance written notme to the other party
B Th~s Agreement may be tenmnated in whole or in part ~n the event of e~ther party
substantially fmlmg to fulfill ~ts obhgat~ons under th~s Agreement No such termination
will be affected unless the other party ~s g~ven (1) written notme (dehvered by certffied
mml, return receipt requested) of intent to terminate and setting forth the reasons
specifying the non-performance, and not less than thirty (30) calendar days to cure the
failure, and (2) an opportumty for consultation w~th the tenmnatmg party prior to
termination
C If the Agreement ~s tcrmlnated prior to completion of the serwces to be prowded
hereunder, CONSULTANT shall ~mmedmtely cease all servmes and shall render a final
bill for servmes to the OWNER w~th~n thirty (30) days after the date of termination The
OWNER. shall pay CONSULTANT for all servmes properly rendered and satmfactonly
performed and for reimbursable expenses to terrmnat~on recurred prior to the date of
t~rm~nat~on, ~n accordance w~th Artmle V "Compensation" Should the OWNER
subsequently contract w~th a new consultant for the contlnuat~on of services on the
ProJect, CONSULTANT shall cooperate ~n promdlng ~nformatmn The CONSULTANT
shall turn over all documents prepared or furnished by CONSULTANT pursuant to th~s
Agreement to the OWNER on or before the date of termination, but may mmntmn cop~es
of such documents for ~ts own use
RESPONSIBILITY FOR CLAIMS AND LIABILITIES
Approval by the OWNER shall not constitute, nor be deemed a release of the
responsibility and habfllty of the CONSULTANT, ~ts employees, associates, agents,
subcontractors, and subconsultants for the accuracy and competency of their work, nor shall such
approval be deemed to be an assumption of such responsibility by the OWNER for any defect m
the work prepared by the CONSULTANT, ~ts employees, associates, agents, subcontractors and
subconsultants
Page 6
NOTICES
All notices, commumcatlons, and reports reqmred or permitted under tbas Agreement
shall be personally delivered or marled to the respective parties by depositing same in the United
States marl to the addresses shown below, certified mall, return receipt requested, unless
otherwis~ speeafied here~n
To CONSULTANT To OWNER
Kenny Zolhnger Paul Wflhamson
Alhance Area Surveying Corporation Right-of-Way Agent
102 West' Lloyd Street City of Denton
Denton, Texas 76202-0686 221 N Elm Street
Denton, Texas 76201
AIl notices shall be deemed effective upon receipt by the party to whom such notice is
g~ven, or wlthm three (3) days at, er the date ofmmhng
ARTICLE XV
ENTIRE AGREEMENT
Ttus Agreement, consisting of ten (10) pages and three (2) exhibits, constitutes the
complete and final expression of the agreement of the parties, and is Intended as a complete and
exclusive ~tatament of the terms of their agreements, and supersedes all prior contemporaneous
offers, prom~ses, representations, negohat~ons, 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 remamder of
this Agreement and shall not cause the remainder to be invalid or unenforceable In such event,
the part~es shall reform this Agreement to replace such stricken prowsmn w~th a valid and
enforceable provision which comes as close as possible to expressing the intention of the stricken
provision
ARTICLE XVII
COMPLIANCE WITH LAWS
The CONSULTANT shall comply with all federal, state, and local laws, rules,
regulations, and orchnances apphcablo to the work covered hereunder as they may now read or
hereinafter be amended
Page 7
DISCRIMINATION PROHIBITED
In performing the services required hereunder, thc CONSULTANT shall not discriminate
against any person on the bas~s of race, color, religion, sex, natmnal origin or ancestry, age, or
physmal handmap
PERSONNEL
A The CONSULTANT represents that it has or will secure, at 1ts own expense, all
personnel required to perform all the services reqmred under thru Agreement Such
personnel shall not be employees or officers of, nor have any contractual relatmns with
the OWNER CONSULTANT shall Inform the OWNER of any conflict of Interest or
potentml eonfhct of interest that may arise dunng the term of th~s Agreement
B All servmes reqmred hereunder will be performed by the CONSULTANT or under its
superwslon All personnel engaged in work shall be qualified, and shall be authorized
and permitted under state and local laws to perform such services
ASSIGNABILITY
The CONSULTANT shall not assign any interest in this Agreement, and shall not
transfer any Interest ~n this Agreement (whether by assignment, novation, or otherwise) without
the prior written consent of the OWNER
ARTICLE XXI
MODIFICATION
No wmver or modification of this Agreement or of any covenant, condition, or hnntatlon
herein contained shall be valid unless m writing and duly executed by the party to be charged
therewith, and no evidence of any wmver or modification shall be offered or received ~n evidence
m any proceeding arising between the part, es hereto out of or affecting th~s Agreement, or the
rights or obhgatmns of the parties hereunder, and unless such wmver or modification is in
writing and duly executed by the part,es The parties further agree that the prowslons of this
Artmle will not be wmved unless as set forth herein
MISCELLANEOUS
A The following Exhibits are attached to, incorporated herewith by reference, and made a
part of this Agreement
Exhibit A Letter from CONSULTANT to OWNER dated July 20, 2000
P~e8
Exhibit B Estimate of hourly rates
B CONSULTANT agrees that OWNER shall, until the expiration of three (3) years after
the final payment under this Agreement, have access to and the right to examine any
directly pertinent books, documents, papers, and records of the CONSULTANT
involving transactions relating to this Agreement CONSULTANT agrees that OWNER
shall have access dunng normal working hours to all necessary CONSULTANT facilities
and shall be provided adequate and appropriate working space in order to conduct audits
in eomphanee with this section OWNER shall give CONSULTANT reasonable advance
notice ofantended audits
C Venue of any suit or cause of action under this Agreement shall lie exclusively m Denton
County, Texas Thas Agreement shall be governed by and construed in accordance with
the laws of the State of Texas
D For the purpose of this Agreement, the key person who will perform most of the work
hereunder shall be Kenny Zolhnger However, nothing herein shall limit
CONSULTANT from usang other qualified and competent members of its firm to
perform the serwees required herein
E CONSULTANT shall commence, carry on, and complete any and all projects with all
applicable dispatch, in a sound, eeonommal, and efficient manner and in accordance with
the provisions hereof In aeeomphshlng the projects, CONSULTANT shall take such
steps as are appropriate to ensure that the work involved is properly coordinated with
related work being carried on by the OWNER
F The OWNER shall assist the CONSULTANT by placing at the CONSULTANT's
disposal all available information pertinent to the Project, including previous reports, any
other data relative to the ProJect, and arranging for the access thereto, and make all
prowslons for the CONSULTANT to enter in or upon public and private property as
required for the CONSULTANT to perform services under this Agreement
G The captions of this Agreement are for informational purposes only, and shall not in any
way affect the substantive terms or conditions of this Agreement
IN WITNESS HEREOF, OWNER and CONSULTANT have hereby executed this
Agreement in four (4) original counterparts, the OWNER acting by and through its duly-
authorized City Manager, and the CONSULTANT ~tctlng by and through its duly-authorized,
undersigned officer, on this the ,,~ day of x~,dT~d~j ,2000
Page 9
"OWNER"
CITY OF DENTON, TEXAS
MICHAEL W ~Z, CI~ MANAGER
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
By ,.- ~ v "CONSULTANT"
ALLIANCE AREA
SURVEYING CORPORATION
ATTEST
By
Page 10
~enton / Enslneerlng.and Trln~po~ation
~A~n Su~eyfng'~9~poratlon
Dat~ ~7-20-2000 ~ ,
~ ~, City of Denton Substation located at the no~hwest
md ~l~kory 8~eet.
(1) with,~eld N. . Exhibit Drawings $1~,00.0~ 00
~ Drawings $ 1,0{ 0.00
point
i th~m $ $,0~ ~.00
(5) $ 3,0~ S.00
(1) ' 100 fe~ +/-
2 ~ t $ ~,0C~.00
~ ~ [
O)
r~ for clearlng,~stake poles and guys
r ~ ~ , ~ ~ ~ ~ Total: $39,00 }.00
(2) l~days~om stab'date J~ [
(3) 30 days,~om,sta~ date ~ z
We, . need po i~sion and'access to}eat on land. Project will be billed monthly fo~ work
todate ~ ,~a* ~ , _~4~ ,
102 W LL~E 8~,, ~,
Po
5O7
,' , ~ ~ rHONEiL~UJ 482-6723 METRO [972] 219-4870
KRUM, TEXAS ~ ' ~
6~4~ ~ ~, ,FAx (940),~482~3680 M~T~O FAX (9~2) 219-4871
~, ' ~ ~ 5e~ e,Rates As of July 2000
Su~ y~Tecnmclan,or ~ra~smanq~ ~ $85,00 Per Hour
$100,00 Per Hour
Two ~DM ~ ~ $90.00 Per Hour
Cr~w, ~t~'EDM,~,~~ $110.00 Per Hour
Two ~ ~ [~ I~Data Collector $115.00 Per Hour
Man ~eld Crew ~th Data Collector $135.00 Per Hour
Two l {an Fiel~Crew with~GP5 '{ ~, I $225.00 Per Hour
Thre! ~an*Fl~ld~Crew w~ffi~GPS,,~, i $250.00 Per Hour
O~c~ Assistance ~
~- ~ ~ $50.00 Per Hour
~'~ PO Box 50~,, ~ ~' ~ ~'' :'PHo~Ei[G4O)J~ 482-6723 M~T~O (972) 219-4870
KRUM, T~xAs [~249~1 ,{ FAX;~(9~O) 482-36B0 METRO FAX (972) 21g-4871