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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