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