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2000-293 OWIN CE NO AN ORDINANCE OF THE CITY OF DENTON, TEXAS APPROVING AND AUTHORIZING THE CItY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH SURVEYORS & ENGINEERS OF NORTH TEXAS, INC, DBA SENTCORP FOR LAND SURVEY SERVICES RELATING TO RAY ROBERTS WATER LINE PROJECT, AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City Conncfl deems it in the public interest to engage Surveyors & Engineers of North Texas, Inc, DBA SENTCORP ("Consultant"), to provide professional land survey services to the City, and WHEREAS, the City staff has reported to the City Council that there is a substantial need for the above-descnbed 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 Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the professional eng~neenng services, as set forth in the Professional Services Agreement, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION 1 The City Council approves, and the C~ty Manager is hereby authorized to execute a Professional Services Agreement with Consultant for land surveying services In connection with the Ray Roberts Water Line Project, in substantially the form of the Professional Services Agreement attached hereto and incorporated herewith by reference SECTION2 The award of this Agreement by the City ~s on the basis of the demonstrated competence, knowledge, and quahficatlons of Consultant and the ablhty of Consultant to perform the services needed by the City for a fair and reasonable price SECTION 3 The expenditure of funds as provided in the attached Professional Services Agreement is hereby authorized SI~CTION 4 This ordinance shall become effective immediately upon ~ts passage and approval PASSED AND APPROVED thls the ,~ dayof (f~7~/P'~ ,2000 EULINE BROCK, MAYOR ATTEST JENNIFER WALTERS, CITY ~]ECRETARY By ~~..~J~/~..~ d///~]_~(.~ S \Our Documents\Ordmances\OO\Sentcorp Surveying Profesmona] doc Page 2 PROFESSIONAL SERVICES AGREEMENT FOR SURVEYING RELATING TO RAY ROBERTS WATER LINE PROJECT (F.M. 428 - SHERMAN DRIVE) STATE OF TEXAS § 2000, by and between the City of Denton, Texas, a Texas mumm~al corporation, with its prmmpal office at 215 East McKanney Street, Denton, Texas 76201. hereinafter called "OWNER". and Surveyors & Engineers of North Texas, Lac, DBA SENTCORP. w~th its offices at 1621 Amanda Court. Ponder, Texas 76259, heremaRer called "CONSULTANT", OWNER and CONSULTANT ere acting hereto, by and through their duly- authorized offimals and representatives WITNESSETH, that m cons~deration of the covenants and agreements hereto contained, the parties hereto do mutually AGREE as follows ARTICLE I EMPLOYMENT OF CONSULTANT The OWNER hereby contracts with the CONSULTANT, as an independent contractor, and thc CONSULTANT hereby agrees to perform the services hereto in connection with the Project as stated m the sections to follow, with (hhgance and m accordance with the highest professional standards customarily obtained for such services m the State of Texas The professional services set out hereto ere m connection with the following desc~bed project (hereinafter referred to as the "Project") Surveying services along an epproxcraate 11,000' traverse located m the m the V Gaflor Survey, Abstract Number 452, and the S McCracken Survey, Abstract Number 817, and the H Williams Survey, Abstract Number 1417, and the $ Cheek Survey, Abstract Number 227 as dlustrated m "EXHIBIT A" and attached herewith The Project shall include, without hrmtat~on A Topographic surveying of land features to facilitate proposed water line design and construction B. Provide a field note data, CADD file (compatible with AutoCAD) and drawings showing all data collected C. Preperation of metes and bounds field note descriptions for both the permanent public utihty easement and temporary construction easement tracts and thew accompanying plat dlustrations ARTICLE II SCOPE OF SERVICES The CONSULTANT shall perform the following services in a professional manner A The CONSULTANT shall perform all those Basic Services as necessary, and as described m the CONSULTANT'S August 4, 2000 to the OWNER, which is attached hereto and incorporated herewith by reference as Exhibit "B" and further defmed m Exhihit "C", attached herewith B If there is any conflict between the t~iiii$ of this Agreement and exhibits attached to this Agreement, the terms and conditions of this Agreement will control over the terms and condmons of the attached exhihits ARTICLE IH ADDITIONAL SERVICES Additional services to be performed by the CONSULTANT, if authorized by the OWNER, which are not included m the above-described Basic Services, are described as follows A Assisting OWNER or contractor m the defense or prosecution of litigation m connection with or m addition to those serwces contemplated by this Agreement Such sennees, if any, shall be furmsbed by CONSULTANT on a fee basis negotiated by the respective parties outside of and m addmon to this Agreement B Any additional services not included m Basic Services ARTICLE IV PERIOD OF SERVICE This Agreement shall become effective upon execution of tins Agreement by the OWNER and the CONSULTANT and upon the ~ssuance of a notice to proceed by the OWNER, and shall remain m force for the period which may reasonably be reqtured for the completion of the Project, mchidmg Additional Senncos, if any, and any reqmred extensions approved by the OWNER. This Agreement may be sooner terminated m accordance with the prowmons hereof Tune is of the essence m flus Agreement The CONSULTANT shall make all reasonable efforts to complete the semces set forth hereto as expeditiously as posmble and to meet the schedule established by the OWNER, acting through its City Manager or his designee Page 2 ARTICLE V COMPENSATION A COMPENSATION TERMS 1 "Subcontract Expense" ~s defined as expenses recurred by the CONSULTANT m employment of others m outside firms for services m the nature of surveying 2 "D~rect Non-Labor Expense" ~s defined as that expense for any ass~/punent recurred by the CONSULTANT for supplies, transportation, travel, commumcatlons, subsistence, and lodging away from home, and sumler incidental expenses m connection with that assignment B BILLING AND PAYMENT For and m consideration of the professional serwces to be performed by the CONSULTANT hereto, the OWNER agrees to pay, based on the cost estunate detml at the hourly rates shown m Exl~b~t "C" which ~s attached hereto and made a part of flus Agreement as if written word for word hereto, a total fee, including rennbursemant for direct non-labor expenses, not to exceed Twenty-Four Thousand Eight Hundred and Seventy-Five Dollars and No Cents ($24,875 00) Partial payments to the CONSULTANT will be made on the basra of detmled monthly statements rendered to and approved by the OWNER through ~ts C~ty Manager or his designee, however, under no cuccumstances shall any monthly statement for servwes exceed the value of the work performed at the tune a statement is rendered The OWNER may withhold the final five percent (5%) of the contract amount until satisfactory completion of the ProJect Nothing contained m flus Article shall require the OWNER to pay for any work whch ~s unsal~sfactory, as reasonably detei-i~imed by the City Manager or his des~guee, or which ~s not subrmtted m comphance with the terms of flus Agreement The OWNER shall not be requtred to make any payments to the CONSULTANT when the CONSULTANT is m default under this Agreement It IS specifically understood and agreed that the CONSULTANT shall not be authonzed to undertake any work pursnsnt to flus Agreement which would require additional payments by the OWNER for any charge, expense, or reimbursement above the mammum not to exceed fee as stated, without first having obtained written authorization from the OWNER The CONSULTANT shall not proceed to perform the senaces listed m Article III "Additional Services," without obtaining prior wntten authorization from the OWNER C ADDITIONAL SERVICES For additional serwces authorized m writing by the OWNER m Article III heremabove, the CONSULTANT shall be paid based on the Schedule of Charges at the hourly rates shown m Exhibit "C ' Payments for additional serwces shall be due and payable upon submission by the CONSULTANT with Page 3 CONSULTANT's regular monthly statement as provided for heremabove Statements shall not be submitted more frequently than monthly D PAYMENT If the OWNER fmls to make payments due the CONSULTANT for serwces and expenses within Sixty (60) days al[er receipt of the CONSULTANT's unchsputed statement thereof, the amounts due the CONSULTANT w~ll be mcreased by the rate of one percent (1%) per month from the smd s~xt~eth (60~) day, and, m adcht~on, the CONSULTANT may, after g~vmg seven (7) days written notice to the OWNER, suspend serwces under tlus Agreement until the CONSULTANT has been prod m full all amounts due for sennces, expenses, and charges, prowded, however, nothing herem shall reqmre the OWNER to pay the late charge of one percent (1%) set forth herem if the OWNER reasonably det~'i~ines that the work is unsatisfactory, m accordance w~th tlus Article V, "Compensatwn" ARTICLE VI OBSERVATION AND REVIEW OF THE WORK The CONSULTANT wll exercise reasonable care and due dlhgence m chscovermg and promptly reportmg to the OWNER any defects or defic~encies m the work of the CONSULTANT or any subcontractors or subconsultants ARTICLE VH OWNERSI~IP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT (and CONSULTANT's subcontractors or subconsultants) pursamnt to tlus Agreement are mstruments of service, and shall become the property of the OWNER upon the termmat~on of tlus Agreement The CONSULTANT is enUtled to retain copies of all such documents The documents prepared and furmshed by the CONSULTANT are intended only to be applicable to flus Project, and OWNER!s use of these documents m other projects shall be at OWNER's sole risk and expense In the event the OWNER uses any of the reformation or materials developed pursuant to flus Agreement m another project or for other purposes than specified hereto, CONSULTANT is released from any end all habdity ralatmg to their use m that project ARTICLE VIH INDEPENDENT CONTRACTOR CONSULTANT shall prowde serwces to OWNER as an mdependent contractor, not as an employee of the OWNER CONSULTANT shall not have or clmm any right ansmg from employee status Page 4 ARTICLE IX INDEMNITY AGREEMENT The CONSULTANT shall mdemmfy and save and hold harmless the OWNER and its officials, officers, agents, and employees from and against any and all habthty, clanns, demands, damages, ,losses, and expenses, including, but not lnmted to court costs and reasonable attorney's fees recurred by the OWNER, and including, w~thout hm~tatlon, damages for bochly and personal injury, death and property damage, resulting from the neghgent acts or om~ssions of the CONSULTANT or its officers, agents, employees, subcontractors and subconsultants, m the execution, operatmn, or performance of this Agreement Nothtng m this Agreement shall be consm~ed to create a liability to any person who is not a party to tins Agreement, and notlung herem shall wmve any of the parties' defenses, both at law or eqmty, to any clmm, cause of action, or llt~gation filed by anyone not a party to tins Agreement, including the defense of governmental lmmumty, winch defenses are hereby expressly,reserved ARTICLE X INSURANCE Dm-rog the performance of the serwces under flus Agreement, CONSULTANT shall maintain the following insurance w~th an insurance company licensed to do business m the State of Texas by the State Insurance Comm~ssmn or any successor agency, that has a rating w~th A M Best Rate Careers of at least an A- or above A Comprehensive General Llabthty Insurance w~th bodily mjury l~mlts of not less than $500,000 for each occurrence and not less than $500,000 m the aggregate, and w~th property damage Inmts of not less than $100,000 for each occurrence and not less than $ !00,000 m the aggregate B Automobile Llabthty Insurance w~th bochly mjury Inmts of not less than $$00,000 for each person and not less than $500,000 for each accident, and w~th property damage ltrmts of not less than $100,000 for each accident C Worker's Compensation Insurance m accordance w~th statutory requtrements, and Employers' Llabthty Insurance w~th l~m~ts of not less than $100,000 for each accident D Professmnal Llabthty Insurance wth Inmts of not less than $1,000,000 annual aggregate E The CONSULTANT shall furmsh msurance certificates or msurance policies at the OWNER's request to evidence such coverages The insurance pohcles shall name the OWNER as an addmunal msored on all such pohc~as to the extent possible, and shall contain a prows~on that such insurance shall not be cancelled or mochfied w~thout ~ (30) days prior wnt~an not, ce to OWNER and CONSULTANT In such event, the CONSULTANT shall, prior to the effee~ave date of the change or cancellation, deliver to OWNER sub~tute pohc~as or certificates furmslung the same coverage Page 5 ARTICLE XI ARBITRATION AND ALTERNATE DISPUTE RESOLUTION The pames may agree to settle any (hsputes under flus Agreement by submitting the &spute to arbitration or other means of alternate d~spute resolution, such as medtation No arbitration or alternate &spute resolution arising out of or relating to flus Agreement, revolving one party's disagreement, may include the other party to the &sagrcement without the otber's approval ARTICLE XII TERMINATION OF AGREEMENT A Notwithstanding any other provision of tlus Agreement, either party may terminate by giving tlurty (30) days' advance written notice to the other party B TlUs Agreement may be tm-iiimated m whole or m part m the event of either party substantially falling to fulfill its obligations under this Agreement No such termination will be affected unless the other party is given (1) written notice (delivered by certified mall, return receipt requested) of intent to terminate and setting forth the reasons specifying the non-performance, and not less than thn'ty (30) calendar days to cure the failure, and (2) an opportumty for consultation with the termmatmg party prior to tvimmatlon C If, the Agreement is t~t-~mnated prior to completion of the services to be provided hereunder, CONSULTANT shall ~mmechately cease all services and shall render a final bdl for sennces to the OWNER within th*try (30) days after the date of tv~iimation The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed and for reunbursable expenses to termination incurred prior to the date of terrnm~ttion, m accordnnce with Article V "Compensation" Should the OWNER subsequently contract with a new consultant for the continuation of services on the ProJect, CONSULTANT shall cooperate m providing information The CONSULTANT shall turn over all documents prepared or furmshed by CONSULTANT pursuant to ttus Agreement to the OWNER on or before the date of termination, but may maintain copies of such documents for its own use ARTICLE Xm RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the OWNER shall not constitute, nor be deemed a release of the responsibility and habdlty of the CONSULTANT, its employees, associates, agents, subcontractors, and subeonsultants for the accuracy and competency of theut 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, its employees, associates, agents, subcontractors and subconsultants Page 6 ARTICLE XIV NOTICES All noUces, commumcataons, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by deposltmg same tn the Utnted States mall to the addresses shown below, certified rmul, return receipt requested, unless otherw~sel specified heretn To CONSULTANT To OWNER William M. Coleman, CEO Paul Wdhamson SENTCORP Paght-of-Way Agent P O 686 City of Denton Denton, Texas 76202-0686 221 N Elm Street Denton, Texas 76201 All not, cas shall be deemed effective upon receipt by the party to whotn such not,ce ~s g~ven, or vothm three (3) days at~er the date of malltng ARTICLE XV ENTIRE AGREEMENT Th~s Agreement, consisting of ten (10) pages and three (3) exhibits, const~mtas the cotnplete ,and ~n~l expressxon of the agreement of the part, es, and m untended as a complete and excluslvel statement of the t~i-i~s of their agreements, and supersedes all prior contemporaneous offers, promises, representattnns, negotaatmns, d~scuss~ons, commumcat~ons, understandings, and agreements which may have b~n made m connection voth the subject matter of this Agreetnent ARTICLE XVI SEVERABIL1TY Ifl any provision of this Agreement is found or deemed by a court of competent junsd~ct~0n to be invalid or unenforceable, it shall be considered severable fxotn the rememder of this Agreement and shall not cause the ramamder to be mvahd or unenforceable In such event, the partlOS shall reform tins Agreement to replace such stricken provision v~th a valid and enforceable prowslon which comes as close as possible to expresstng the tntentlon of the stricken prov~s~on ARTICLE XVH COMPLIANCE WITH LAWS The CONSULTANT shall comply w~th all federal, state, end local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they tnay now read or heretnai~r be amended Page 7 ARTICLE XVIH DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not chscnmmate against any person on the bea~s of race, color, rehg~on, sex, national or, gm or ancestry, age, or physical hanchcap ARTICLE X1X PERSONNEL A The CONSULTANT represents that it has or wall secure, at its own expense, all personnel reqmred to perform all the services reqmred under fins Agreement Such personnel shall not be employees or officers of, nor have any contractual relations voth the OWNER CONSULTANT shall reform the OWNER of any conflict of interest or potential conflict of interest that may arise dunng the term of tins Agreement B All services requtred hereunder wall be performed by the CONSULTANT or under superwsion All personnel engaged m work shall be qualified, and shall be authorized and peimltted under state and local laws to perform such sennces ARTICLE XX ASSIGNABILITY The CONSULTANT shall not assign any interest m tlus Agreement, and shall not ~ansfer any interest m tlus Agreement (whether by assignment, novaUon, or otbervnse) w~thout the prior written consent of the OWNER ARTICLE XXI MODIFICATION No wmver or mochficat~on of flus Agreement or of any covenant, conchtion, or hnntat~on hereto contained shall be valid unless m writing and duly executed by the party to be charged therew~th~ and no ewdence of any waiver or mo&ficat~on shall be offered or received m ewdence m any proceeding arising between the part~es hereto out of or affecting this Agreement, or the rights or obhgat~ons of the pames hereunder, and unless such wmver or mo&ficat~on is m writing and duly executed by the part~es The part~es further agree that the prowslons of tins Amcle wdl not be wmved unless as set forth hereto Page 8 ARTICLE XXII MISCELLANEOUS A The following Extnbits ere attached to, incorporated herewith by reference, and made a part of flus Agreement Exhibit A Map illustrating sttrveymg lumts along F M 428 - Sherman Dr~ve Exhibit B Letter from CONSULTANT to OWNER dated August 4, 2000 Exlubit C Fee estunate of hourly rates and project scope B CONSULTANT agrees that OWNER shall, until the exptration of three (3) years after the final payment under flus Agreement, have access to and the r~ght to examine any directly pertinent books, documents, papers, and records of the CONSULTANT mvolvmg transactions relatmg to flus Agreement CONSULTANT agrees that OWNER shall have access dunng normal working hours to all necessary CONSULTANT facllmes and shall be provided adequate and approprmte worlong space m order to conduct audits m compliance with flus sact~on OWNER shall g~ve CONSULTANT reasonable advance not~ce of intended audits C Venue of any stat or cause of action under flus Agreement shall lie exclusively m Denton County, Texas Tlus Agreement shall be governed by and cons~ued m accordance with the laws of the State of Texas D For the purpose of flus Agreement, the key person who will perform most of the work hereunder shall be William M Coleman, R P L S However, nothing herem shall limit CONSULTANT from using other qualified and competent members of its firm to perform the services reqmred hereto E CONSULTANT shall commence, carry on, and complete any and all projects with all applicable dispatch, m a sound, econormcal, and efficient manner and m accordance with the provisions hereof In accomphslung the projects, CONSULTANT shall take such steps as ere appropriate to ensure that the work mvolved is properly coordinated with related work being camed on by the OWNER F The OWNER shall assist the CONSULTANT by placmg at the CONSULTANT's disposal all available mformatiun pertment to the Project, mcludmg previous reports, any other data relative to the Project, and arranging for the access thereto, and make all prowslous for the CONSULTANT to enter m or upon public and private property as reqmrad for the CONSULTANT to perform serwces under flus Agreement G The captions of flus Agreement are for reformational purposes only, and shall not m any way affect the substantive terms or conditions of flus Agreement Page 9 IN WITNESS HEREOF, OWNER and CONSULTANT have hereby executed tins Agreement m four (4) original counterparts, the OWNER acting by and through its duly- authonzed C~ty Manager, and the_,CJ3NSULTANT~ac~__~ by j~nd. through ~ts duly-authorized, undersigned officer, on tins the ~ day of ~0J, ~ ,2000 "OWNER" CITY OF DENTON, TEXAS ~R ATTEST: JENNIFER WALTERS, CITY SECRETARY By ~ &/ -/ APPROVED AS TO LEOAL FORM HERB~L~~Y ATTORNEY By ~"~~ ,~/,~"~"~ "CONSULTANT" StmVEYORS & EN n ERS OF NORTH TEXAS, INC (DBA SENTCORP) ~ WILLIAM M COLEMAN CHIEF EXECUTIVE OFFICER ATTEST By Page 10 EXHIBIT A RAY LYNCH J. A. CHEEK SURVEY ABSTRACT No 227 BI,IF KING e~ ux....~, oO~)~ JEFFREY W NOEe~ DONN..D J JF_FFREYW CAR1F_R e~ ~a( DONALD J ~etux PROPOSED /~_IGNMENT JUUE V.N~IDA KUHU~N EXHIBIT B Surveyors & Engineers of North Texas GREG EDWARDS P E WILLIAM COLEMAN R P L S 1621 Amanda Court Ponder Texas 76259 Ph (940) 482 2906 FAX (940) 482 2911 Toll free (877) 481 SENT www sentcorp corn August 4, 2000 Paul Wdhamson C~ty of Denton, R~ght-of-Way Dept C~ty Hall West 221 N Elm St Denton, Tx 76201 Dear Mr Wdhamson We are very ~nterested ~n providing the necessary Surveying services to assist the city with their water line project Our services wdl be prowded on an hourly and reimbursable basis for bme and materials expended on your project From our experience on similar projects m the area and a brief s~te ws~t, we have developed anbclpated costs Th~s work w~ll be tied into other surveying we have done ~n the area We already have control in place whtch was estabhshed when we d~d the original survey on the other s~de of the highway As indicated in the letter dated July 11, 2000 requesting a proposal we propose to prowde topographic informabon for design of the water hne along w~th descnpbons and exhibits for both the 30 foot permanent easement and the 50 foot temporary construction easement It ~s understood that others will provide t~tle work and access to the property The esbmated time to complete the first phase of the survey, the topographic base map, ~s 45 days from not~ce to proceed The easement documents will be completed after a final alignment ~s determined Changes In ahgnment or scope could result ~n increased cost and t~me Attached ~s the Fee Estimate for prowdlng the services outlined above Our invo~ces wdl not exceed the Fee Estimate unless we receive additional author~zabons from you Please call ~f you have any questions or wish to d~scuss any of the ~tems Thank you, EXHIBIT C Ray Roberts Water L~ne FEE ESTIMATE I TOPOGRAPHIC SURVEY IFIELDCREW 96 HRS I 115 $/HR $11,040I ITECHNICIAN 60 HRS J 60 S/HR $3,sooI I SUBTOTAL $16,140! IEASEMENT DOCUMENTS I IPROFESSIONAL 8 HRS / 100 S/HR I $800 ITECHNIClAN 48 HRSI 75 S/HR I $3,6001 ICLERICAL 5 HRS 30 S/HR $150 SUBTOTAL $4,550 COORDINATION AND PROCESSING I ITECHNICIAN 8 HRS 60 S/HR $480 ICLER CAL 2 HRS 30 S/HR $60 SUBTOTAL $940 SUBTOTAL CONTINGENCY TOTAL ESTIMATED FEE APPROXIMATELY Page 1