Item 5B City of Southlake, Texas
a
MEMORANDUM
April 5, 2002
To: Billy Campbell, City Manager
From: Pedram Farahnak, P.E., Director of Public Works, 481-2308
Subject: Approval of a professional services agreement with Cheatham &
Associates for design of the water and sewer improvements in the
FY01/02 CIP.
Action Requested: Approval of a professional services agreement with Cheatham &
Associates for design of the water and sewer improvements in the
FY01/02 CIP.
Background
Information: The FY 01/02 Capital Improvements Program approved by the
Council in October, 2001 included the design and construction of
water and sewer projects throughout the City. In an effort to
obtain cost savings during construction, staff has consolidated the
upcoming CIP projects by type. Combining the projects into larger
groups allows for more competitive bid prices and ultimately
cheaper construction costs.
The City Staff has negotiated a professional services agreement
with Cheatham & Associates for this work. The design and
bidding phase is scheduled for completion by January 2003.
Financial
Consideration: The $533,050.00 fee will be paid for with funds approved in the
FY01/02 CIP.
Citizen Input/
Board Review: None.
Legal Review: This is the City's standard Professional Services Agreement
reviewed and approved by the City Attorney.
Alternatives: City Council may approve, deny, or modify the agreement.
Supporting
Documents: Professional Services Agreement
Location Map
Staff
Recommendation: That a professional services agreement be approved between the
City and Cheatham & Associates in the amount of$533,050.00 for
design of the water and sewer improvements in the FY 01/02 CEP.
Staff
Contact: Charlie Thomas, P.E., City Engineer, 481-2175
Pedram Faralmak, P.E., Director of Public Works, 481-2308
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L
Lor STANDARD FORM OF AGREEMENT
BETWEEN
OWNER AND ENGINEER
FOR
PROFESSIONAL SERVICES
THIS IS AN AGREEMENT made as of ,2001 between the CITY OF SOUTHLAKE,TEXAS,a municipal
corporation and home rule City with its main offices located at 1400 Main Street, Southlake, Texas (OWNER) and
CHEATHAM AND ASSOCIATES (ENGINEER). OWNER intends to acquire all professional engineering services
required for the project known as, 2001/2002 CIP Water and Sewer Design, the aforesaid services are otherwise described
in that Scope of Work and fees attached hereto as, Attachments "A" thru "F" and for all purposes incorporated herein
(hereinafter called the Project).
OWNER and ENGINEER in consideration of their mutual covenants herein agree in respect of the performance of
professional engineering services by ENGINEER and the payment for those services by OWNER as set forth below.
SECTION 1—BASIC SERVICES OF ENGINEER
1.2.6. Prepare a Report containing schematic layouts,
sketches and conceptual design criteria with appropriate
exhibits to indicate clearly the considerations involved
1.1.General. (including applicable requirements of governmental
authorities having jurisdiction as aforesaid) and the
1.1.1. ENGINEER shall provide for OWNER alternative solutions available to OWNER and setting
professional engineering services in all phases of the forth ENGINEER's findings and recommendations. This
L Project to which this Agreement applies as hereinafter Report will be accompanied by ENGINEER's opinion of
provided. These services will include serving as probable costs for the Project, including the following
OWNER's professional engineering representative for the which will be separately itemized: Construction Cost,
project, providing professional engineering consultation allowance for engineering costs and contingencies, and
and advice and furnishing customary civil services (on the basis of information furnished by OWNER)
incidental thereto. allowances for such other items as charges of all other
professionals and consultants, for the cost of land and
1.2.Study and Report Phase. rights-of-way, for compensation for or damages to
properties, for interest and financing charges and for other
After written authorization to proceed,ENGINEER shall: services to be provided by others for Owner pursuant to
paragraphs 3.7 through 3.11, inclusive. The total of all
1.2.1. Consult with OWNER to clarify and define such costs, allowances, etc. are hereinafter called "Total
OWNER's requirements for the Project and review Project Costs".
available data.
1.2.7. Furnish multiple copies of the Study and Report
1.2.2. Advise OWNER as to the necessity of OWNER's documents (not to exceed five (5) copies) and review
providing or obtaining from others data or services of the them in person with OWNER.
types described in paragraph 3.4., and assist OWNER in
obtaining such data and services.
1.2.3. Identify and analyze requirements of governmental
authorities having jurisdiction to approve the design of the 1.3.Preliminary Design Phase.
Project and participate in consultations with such
authorities. After written authorization to proceed with the
1.2.4. Provide analysis of OWNER's needs, planning Preliminary Design Phase,ENGINEER shall:
surveys, site evaluations and comparative studies of 1.3.1. In consultation with OWNER and on the basis of
prospective sites and solutions. the accepted Study and Report documents, determine the
1.2.5. Provide a general economic analysis of OWNER's general scope, extent and character of the Project.
requirements applicable to various alternatives.
1.3.2. Prepare Preliminary Design documents consisting 1.4.5. Furnish multiple copies of the above documents
of fmal design criteria, preliminary drawings, outline and of the Drawings and Specifications and present and
specifications and written descriptions of the Project. review them in person with OWNER, not to exceed five
(5)copies.
1.3.3.Advise OWNER if additional data or services of the
types described in paragraph 3.4 are necessary and assist
OWNER in obtaining such data and services. 1.5.Bidding or Negotiating Phase.
1.3.4. Based on the information contained in the After written authorization to proceed with the Bidding or
preliminary design documents, submit a revised opinion Negotiating Phase,ENGINEER shall:
of probable Total Project Costs.
1.5.1. Assist OWNER in advertising for and obtaining
1.3.5. Furnish multiple copies of the above Preliminary bids or negotiating proposals for each separate prime
Design documents and present and review them in person contract for construction, materials, equipment and
with OWNER,not to exceed five(5)copies. services; and, where applicable, maintain a record of
prospective bidders to whom Bidding Documents have
1.3.6. Derive right-of-way (ROW) data and easement been issued, attend pre-bid conferences and receive and
documents as needed for the OWNER to begin land process deposits for Bidding Documents.
acquisition.
1.5.2. Assist OWNER in issuing addenda as appropriate
to interpret,clarify or expand the Bidding Documents.
1.4.Final Design Phase.
1.5.3. Consult with and advise OWNER as to the
After written authorization to proceed with the Final acceptability of subcontractors, suppliers and other
Design Phase,ENGINEER shall: persons and organizations proposed by the prime
contractor(s) (herein called "Contractor(s)") for those
1.4.1. On the basis of the accepted Preliminary Design portions of the work as to which such acceptability is
documents and the revised opinion of probable Total required by the Bidding Documents.
Project Costs prepare for incorporation in the Contract 1.5.4. Consult with OWNER concerning and determine
Documents fmal drawings to show the general scope, the acceptability of substitute materials and equipment
extent and character of the work to be furnished and proposed by Contractor(s) when substitution prior to the
performed by Contractor(s) (hereinafter called award of contracts is allowed by the Bidding Documents.
"Drawings")and Specifications.
1.5.5. Attend the bid opening, prepare bid tabulation
1.4.2. Provide technical criteria, written descriptions and sheets and assist OWNER in evaluating bids or proposals
design data for OWNER's use. in filing applications for and in assembling and awarding contracts for
permits with or obtaining approvals of such governmental construction,materials,equipment and services.
authorities as have jurisdiction to approve the design of
the Project, and assist OWNER in consultations with
appropriate authorities. 1.6.Construction Phase.
1.4.3. Advise OWNER of any adjustments to the latest During the Construction Phase:
opinion of probable Total Project Costs caused by
changes in general scope, extent or character or design 1.6.1. Visits to Site and Observation of Construction. In
requirements of the Project or Construction Costs. connection with observations of the work of Contractor(s)
Furnish to OWNER a revised opinion of probable Total while it is in progress:
Project Costs based on the Drawings and Specifications.
1.6.1.1. ENGINEER shall make visits to the site at
1.4.4. Prepare for review and approval by OWNER, its intervals appropriate to the various stages of
legal counsel and other advisors contract agreement construction as necessary in order to observe as an
forms, general conditions and supplementary conditions, experienced and qualified design professional the
and (where appropriate) bid forms, invitations to bid and progress and quality of the various aspects of
instructions to bidders. Contractor(s)' work. Based on information obtained
during such visits and on such observations,
Page 2 of 11 Pages
ENGINEER shall endeavor to determine in general if 1.6.5. Disputes between OWNER and Contractor.
such work is proceeding in accordance with the ENGINEER shall act as initial interpreter of the
Contract Documents and ENGINEER shall keep requirements of the Contract Documents and judge of the
OWNER informed of the progress of the work. acceptability of the work performed thereunder.
ENGINEER shall also make recommendations to
1.6.1.2. The purpose of ENGINEER's visits to the site OWNER on all claims of Contractor(s) relating to the
will be to enable ENGINEER to better carry out the acceptability of the work or the interpretation of the
duties and responsibilities assigned to and undertaken requirements of the Contract Documents pertaining to the
by ENGINEER during the Construction Phase, and in execution and progress of the work. OWNER has the
addition, by exercise of ENGINEER's efforts as an fmal decision with regard to such disputes.
experienced and qualified design professional, to
provide for OWNER a greater degree of confidence 1.6.6. Limitation of Responsibilities. ENGINEER shall
that the completed work of Contractor(s) will conform not be responsible to OWNER for the acts or omissions of
generally to the Contract Documents and that the any Contractor,or of any subcontractor or supplier,or any
integrity of the design concept as reflected in the of the Contractor(s)'or subcontractor's or supplier's agents
Contract Documents has been implemented and or employees or any other persons (except ENGINEER's
preserved by Contractor(s). On the other hand, own employees and agents) whether at the site or
ENGINEER shall not, during such visits or as a result otherwise furnishing or performing any of the
of such observations of Contractor(s)' work in Contractor(s)' work; however, nothing contained in
progress, supervise, direct or have control over paragraphs 1.6.1. through 1.6.6 inclusive, shall be
Contractor(s)' work nor shall ENGINEER have construed to release ENGINEER from liability for failure
authority over or responsibility for the means, to properly perform duties and responsibilities assumed
methods, techniques, sequences or procedures of by ENGINEER in the Contract Documents.
constructions elected by Contractor(s), for safety
precautions and programs incident to the work of
Contractor(s) or for any failure of Contractor(s) to 1.7.Operational Phase.
comply with laws,rules, regulations, ordinances, codes
or orders applicable to Contractor(s) furnishing and performing their work. Accordingly, ENGINEER can During the Operational Phase, ENGINEER shall, when
requested by OWNER:
neither guarantee the performance of the construction
contracts by Contractor(s) nor assume responsibility 1.7.1. Prepare a set of reproducible record prints of
for Contractor(s)' failure to furnish and perform their Drawings showing those changes made during the
work in accordance with the Contract Documents. construction process, based on the marked-up prints,
drawings and other data furnished by Contractor(s) to
1.6.2. Interpretations and Clarifications. ENGINEER ENGINEER.
shall issue necessary interpretations and clarifications of
the Contract Documents as requested by the Owner. 1.7.2. In company with OWNER, visit the Project to
observe any apparent defects in the completed
1.6.3. Shop Drawings. ENGINEER shall review and construction, assist OWNER in consultations and
approve (or take other appropriate action in respect of) discussions with Contractor(s) concerning correction of
Shop Drawings, samples and other data which such deficiencies, and make recommendations as to
Contractor(s) are required to submit, but only for replacement or correction of defective work.
conformance with the design concept of the Project and
compliance with the information given in the Contract
Documents. Such reviews and approvals or other action SECTION 2—ADDITIONAL SERVICES OF
shall not extend to means, methods,techniques,sequences ENGINEER
or procedures of construction or to safety precautions and
programs incident thereto.
1.6.4. Substitutes. ENGINEER shall evaluate the 2.1.Services Requiring Authorization in Advance.
acceptability of substitute materials and equipment
proposed by Contractor(s) and make recommendations to If authorized in writing by OWNER, ENGINEER shall
OWNER,subject to the provisions of paragraph 2.2.2. furnish or obtain from others Additional Services of the
types listed in paragraphs 2.1.1. through 2.1.14. inclusive.
Page 3 of 11 Pages
These services are not included as part of Basic Services structural, mechanical, and electrical engineering and
except to the extent provided otherwise in this customary architectural design incidental thereto); and
Agreement; these will be paid for by OWNER as providing data or services of the types described in
indicated in Section 5. paragraph 3.4 when OWNER employs ENGINEER to
provide such data or services in lieu of furnishing the
2.1.1. Preparation of applications and supporting same in accordance with paragraph 3.4.
documents (in addition to those furnished under Basic
Services) for private or governmental grants, loans or 2.1.8. If ENGINEER's compensation is on the basis of a
advances in connection with the Project; preparation or lump sum,percentage of Construction Cost, or cost-plus a
review of environmental assessments and impact fixed fee method of payment, services resulting from the
statements; review and evaluation of the effect on the award of more separate prime contracts for construction,
design requirements of the Project of any such statements materials or equipment for the Project than are
and documents prepared by others; and assistance in contemplated by paragraph 5.1.1. If ENGINEER's
obtaining approvals of authorities having jurisdiction over compensation is on the basis of a percentage of
the anticipated environmental impact of the project. Construction Cost and ENGINEER has been required to
prepare Contract Documents on the assumption that more
2.1.2. Services to make measured drawings of or to than one prime contract will be awarded for construction,
investigate existing conditions or facilities, or to verify materials and equipment, but only one prime contract is
the accuracy of drawings or other information furnished awarded for construction, materials and equipment for the
by OWNER. Project, services attributable to the preparation of contract
documentation that was rendered unusable and any
2.1.3. Services resulting from significant changes in the revisions or additions to contract documentation used that
general scope, extent or character of the Project or its was necessitated by the award of only one prime contract.
design including, but not limited to changes in size,
complexity, OWNER's schedule, character of 2.1.9. Services during out-of-town travel required of
construction or method of fmancing; and revising ENGINEER other than visits to the site or OWNER's
previously accepted studies, reports, design documents or office as required by Section 1.
Contract Documents when such revisions are required by
changes in laws, rules, regulations, ordinances, codes or 2.1.10. Assistance in connection with bid protest,
orders enacted subsequent to the preparation of such rebidding, or renegotiating contracts for construction,
studies, reports or documents, or are due to any other materials, equipment or services when ENGINEER did
cause beyond ENGINEER's control. not create or contribute to the event or situation requiring
said assistance, rebidding, renegotiating, materials,
2.1.4.Providing renderings or models for OWNER's use. equipment,or services.
2.1.5. Preparing documents for alternate bids requested by 2.1.11. Providing any type of property surveys or related
OWNER for Contractor(s)'work which is not executed or engineering services needed for the transfer of interests in
documents for out-of-sequence work. real property and field surveys for design purposes and
engineering surveys and staking to enable Contractor(s)to
2.1.6. Investigations and studies involving,but not limited proceed with their work; and providing other special field
to, detailed consideration of operations, maintenance and surveys.
overhead expenses; providing value engineering during
the course of design; the preparation of feasibility studies, 2.1.12. Preparation of operating,maintenance and staffing
cash flow and economic evaluations, rate schedules and manuals to supplement Basic Services under paragraph
appraisals; assistance in obtaining financing for the 1.7.
Project; evaluating processes available for licensing and
assisting OWNER in obtaining process licensing; detailed 2.1.13. Preparing to serve or serving as a consultant or
quantity surveys of material, equipment and labor; and witness for OWNER in any litigation, arbitration or other
audits or inventories required in connection with legal or administrative proceeding involving the Project
construction performed by OWNER. unless ENGINEER created or contributed to the cause of
the litigation.
2.1.7. Furnishing services of independent professional
associates and consultants for other than Basic Services 2.1.14. Additional services in connection with the Project,
(which include, but are not limited to, customary civil, including services which are to be furnished by OWNER
Page 4 of 11 Pages
in accordance with Section 3, and services not otherwise
provided for in this Agreement.
OWNER shall do the following in a timely manner so as
not to delay the services of ENGINEER:
2.2.Required Additional Services.
3.1. Designate in writing a person to act as OWNER's
When required by the Contract Documents in representative with respect to the services to be rendered
circumstances beyond ENGINEER's control, ENGINEER under this Agreement. Such person shall have complete
shall furnish or obtain from others, as circumstances authority to transmit instructions, receive information,
require during construction and with specific interpret and define OWNER's policies and decisions with
authorization from OWNER, Additional Services of the respect to ENGINEER's services for the Project.
types listed in paragraphs 2.2.1 through 2.2.6, inclusive.
These services are not included as part of Basic Services. 3.2. Provide all criteria and full information as to
ENGINEER shall advise OWNER promptly before OWNER's requirements for the Project, including design
starting any of the following additional services which objectives and constraints, space, capacity and
will be paid for by OWNER as indicated in Section 5. performance requirements, flexibility and expandability,
and any budgetary limitations; and furnish copies of all
2.2.1. Services in connection with work directive changes design and construction standards which OWNER will
and change orders to reflect changes requested by require to be included in the Drawings and Specifications.
OWNER if the resulting change in compensation for
Basic Services is not commensurate with the additional 3.3. Assist ENGINEER by placing at ENGINEER's
services rendered. disposal all available information pertinent to the Project
including previous reports and any other data relative to
2.2.2. Services in making revisions to Drawings and design or construction of the Project.
Specifications occasioned by the acceptance of
substitutions proposed by Contractor(s); and services after 3.4. Furnish to ENGINEER, as required for performance
the award of each contract in evaluating and determining of ENGINEER's Basic Services (except to the extent
L the acceptability of an unreasonable or excessive number provided otherwise in this Agreement)the following:
of substitutions proposed by Contractor.
3.4.1. data prepared by or resulting from the services
2.2.3. Services resulting from significant delays, changes of others, including without limitation borings,
or price increases occurring as a direct or indirect result of probings and subsurface explorations, hydrographic
material,equipment or energy shortages. surveys, laboratory tests and inspections of samples,
materials and equipment;
2.2.4.Additional or extended services during construction
made necessary by (1) work damaged by fire or other 3.4.2. appropriate professional interpretations of all of
cause during construction, (2) a significant amount of the foregoing;
defective or neglected work of any Contractor, (3)
acceleration of the progress schedule involving services 3.4.3. environmental assessment and impact
beyond normal working hours, or (4) default by any statements;
Contractor.
3.4.4. property, boundary, easement, right-of-way,
2.2.5. Services (other than Basic Services during the topographic and utility surveys, to the extent required
Operations Phase) in connection with any partial by ENGINEER, and only if not required to be
utilization of any part of the Project by OWNER prior to performed by ENGINEER as set out in ENGINEER's
Substantial Completion. Proposal;
2.2.6. Evaluating an unreasonable or extensive number of 3.4.5.property descriptions;
claims submitted by Contractor(s) or others in connection
with the work. 3.4.6. zoning,deed and other land use restrictions;
all of which ENGINEER may use and rely upon in
SECTION 3—OWNER'S RESPONSIBILITIES performing services under this Agreement.
cr Page 5 of 11 Pages
L 3.5. Provide engineering surveys to establish reference authority and responsibility for coordinating the activities
points for construction (unless required to be performed among the various prime contractors.
by Engineer as Basic Services under ENGINEER's
Proposal) to enable Contractor(s) to proceed with the 3.12. Furnish to ENGINEER data or estimated figures as
layout of the work. to OWNER's anticipated costs for services to be provided
by others for OWNER (such as services pursuant to
3.6. Arrange for access to and make all provisions for paragraphs 3.7 through 3.11, inclusive) so that
ENGINEER to enter upon public and private property as ENGINEER may make the necessary findings to support
required for ENGINEER to perform services under this opinions of probable Total Project Costs.
Agreement.
3.13. Attend the pre-bid conference, bid opening, pre-
3.7. Examine all studies, reports, sketches, Drawings, construction conferences, construction progress and other
Specifications, proposals and other documents presented job-related meetings and substantial completion
by ENGINEER, obtain advice of an attorney, insurance inspections and final payment inspections.
counselor and other consultants as OWNER deems
appropriate for such examination and render in writing 3.14. Give prompt written notice to ENGINEER
decisions pertaining thereto within a reasonable time so as whenever OWNER observes or otherwise becomes aware
not to delay the services of ENGINEER. of any development that affects the scope or timing of
ENGINEER's services, or any defect or non-conformance
3.8. Furnish approvals and permits from all governmental in the work of any Contractor.
authorities having jurisdiction over the Project and such
approvals and consents from others as may be necessary 3.15. Furnish, or direct ENGINEER to provide,
for completion of the Project, unless required to be Additional Services as stipulated in paragraph 2.1 of this
performed by ENGINEER as Basic Services under this Agreement or other services as required.
Agreement.
3.16. ENGINEER shall not be obligated to bear any of the
3.9. Provide such accounting, independent cost estimating costs of compliance with this Section 3.
L and insurance counseling services as may, in the
judgement of the OWNER, be required for the Project,
such legal services as OWNER may require or
ENGINEER may reasonably request with regard to legal SECTION 4—PERIODS OF SERVICE
issues pertaining to the Project including any that may be
raised by Contractor(s), such auditing service as OWNER
may require to ascertain how or for what purpose any 4.1. The provisions of this Section 4 and the various rates
Contractor has used the moneys paid under the of compensation for ENGINEER's services provided for
construction contract, and such inspection services as elsewhere in this Agreement have been agreed to in
OWNER may require to ascertain that Contractor(s) are anticipation of the orderly and continuous progress of the
complying with any law, rule, regulation, ordinance, code Project through completion of the Operational Phase.
or order applicable to their furnishing and performing the ENGINEER's obligation to render services hereunder will
work. extend for a period which may reasonably be required for
the design, award of contracts, construction and initial
3.10 If OWNER designates a person to represent operation of the Project including extra work and required
OWNER at the site who is not ENGINEER or extensions thereto. If in Section 8 of this Agreement
ENGINEER's agent or employee, the duties, specific periods of time for rendering services are set
responsibilities and limitations of authority of such other forth or specific dates by which services are to be
person and the affect thereof on the duties and completed are provided and if such dates are exceeded
responsibilities of ENGINEER and the Resident Project through no fault of ENGINEER, all rates, measures and
Representative (and any assistants) will be set forth in an amounts of compensation provided herein may be subject
exhibit that is to be identified, attached to and made a part to equitable adjustment.
of this Agreement before such services begin.
4.2. The services called for in the Study and Report Phase
3.11. If more than one prime contract is to be awarded for will be completed and the Report submitted within any
construction, materials, equipment and services for the stipulated period indicated in Section 8 hereof after
entire Project, designate a person or organization to have written authorization to proceed with that phase of
Page 6 of 11 Pages
services which will be given by OWNER within seven(7) the last prime contract for construction, materials and
days after ENGINEER has signed this Agreement. equipment on which substantial completion is achieved.
4.3. After acceptance by OWNER of the Study and 4.9. If OWNER requests significant modifications or
Report Phase documents indicating any specific changes in the general scope, extent or character of the
modifications or changes in the general scope, extent or Project, the time of performance of ENGINEER'S
character of the Project desired by OWNER, and upon services may be adjusted equitably to reflect the
written authorization from OWNER, ENGINEER shall additional time and expenses, if any, incurred by
proceed with the performance of the services called for in ENGINEER to respond to the OWNER's request.
the Preliminary Design Phase, and shall submit
preliminary design documents and a revised opinion of 4.10. If ENGINEER's services for the Design or
probable Total Project Costs within any stipulated period. Construction phases of the Project are delayed or
suspended for more than one year for reasons beyond
4.4. After acceptance by OWNER of the Preliminary ENGINEER's control, the various rates of compensation
Design Phase documents and revised opinion of probable provided for elsewhere in this Agreement may be subject
Total Project Costs, indicating any specific modifications to equitable adjustment upon submission of
or changes in the general scope, extent or character of the documentation by ENGINEER to OWNER establishing
Project desired by OWNER, and upon written the basis for such adjustment.
authorization from OWNER, ENGINEER shall proceed
with the performance of the services called for in the 4.11. In the event that the work designed or specified by
Final Design Phase;and shall deliver Contract Documents ENGINEER is to be furnished or performed under more
and a revised opinion of probable Total Project Costs for than one prime contract, or if ENGINEER's services are
all work of Contractor(s) on the Project within any to be separately sequenced with the work of one or more
stipulated period indicated in Section 8 hereof. prime contractors (such as in the case of fast-tracking),
OWNER and ENGINEER shall, prior to commencement
4.5. ENGINEER's services under the Study and Report of the Final Design Phase, develop a schedule for
Phase, Preliminary Design Phase and Final Design Phase performance of ENGINEER's services during the Final
L shall each be considered complete when the submission Design, Bidding or Negotiating and Construction Phases
for that phase have been accepted by OWNER. in order to sequence and coordinate properly such
services as are applicable to the work under such separate
4.6. After acceptance by OWNER of the ENGINEER's contracts.
Drawings, Specifications and other Final Design Phase
documentation including the most recent opinion of SECTION 5—PAYMENTS TO ENGINEER
probable Total Project Costs and upon written
authorization to proceed, ENGINEER shall proceed with
performance of the services called for in the Bidding or
Negotiating Phase. This Phase shall terminate and the 5.1. Methods of Payment for Services and Expenses of
services to be rendered thereunder shall be considered ENGINEER.
complete upon commencement of the Construction Phase
or upon cessation of negotiations with prospective 5.1.1. For design, construction plan preparation,
Contractor(s). construction document preparation (including bid
proposal, specifications, construction contract), periodic
4.7. The Construction Phase commences with the inspection, and all other services to be rendered by
execution of the first prime contract for the work of the ENGINEER hereunder, as the same are set out in the
Project or any part thereof, and said Phase terminates attached Exhibit, and as further set out in these
upon City Council approval of the final payment after contractual documents, save and except for specified
written recommendation by ENGINEER of final payment special and additional services, OWNER shall pay to
on the last prime contract to be completed. Construction ENGINEER an amount based on a lump sum and a cost
Phase services may be rendered at different times if the and time per diem basis in a total amount of$293,300.00
project involves more than one prime contract. for Basic Services and $239,750.00 for Special Services.
For additional services authorized by OWNER in
4.8. The Operational Phase may commence during the accordance with Section 2 of this Agreement, OWNER
Construction Phase and will terminate two (2) years after shall pay in accordance with N/A.
the date of City Council approval of the final payment for
Page 7 of 11 Pages
assurance as to Total Project or Construction Costs,
Li, 5.2.Times of Payment. OWNER shall employ an independent cost estimator as
provided in paragraph 3.9.
ENGINEER shall submit monthly statements for the
services rendered and for the expenses and hourly costs
incurred. The statements will be based upon SECTION 7—GENERAL CONSIDERATION
ENGINEER's estimate of the proportion of the total
services actually completed at the time of the billing. All
monthly statements shall be in a form as specified by and
acceptable to OWNER. OWNER shall make.payment 7.1.Termination.
upon said statements within thirty (30) days following
receipt thereof. 7.1.1. The obligation to provide further services under
this Agreement may be terminated by either party upon
thirty (30) days' written notice in the event of substantial
SECTION 6---CONSTRUCTION COST AND failure by the other party to perform in accordance with
OPINIONS OF COST the terms hereof through no fault of the terminating party.
7.2.Reuse of Documents.
6.1.Construction Cost. ENGINEER acknowledges that OWNER is a
governmental entity and that all Drawings, Specifications,
The construction cost of the entire Project(herein referred and other documents prepared or furnished by
to as "Construction Cost") means the total cost to ENGINEER (and ENGINEER's professional associates
OWNER of those portions of the entire Project designed and consultants) under this Agreement are instruments of
and specified by ENGINEER, but it will not include service in respect of the Project and property of the
ENGINEER's compensation and expenses, the cost of OWNER and upon completion of the Project shall
land, rights-of-way, or compensation for or damages to thereafter be subject to the Texas Public Information Act
properties unless this Agreement so specifies, nor will it (Texas Government Code Chapter 552) and any other
include OWNER's legal, accounting, insurance applicable laws requiring public disclosure of the
counseling or auditing services, or interest and fmancing information contained in said documents.
charges incurred in connection with the Project or the cost
of other services to be provided by others to OWNER
pursuant to Section 3, as applicable. [Construction Cost 7.3.Insurance.
is one of the items comprising Total Project Costs which
is defined in paragraph 1.2.6.] 7.3.1. ENGINEER shall procure and maintain insurance,
in amounts acceptable to OWNER, for protection from
claims under workers' compensation acts, claims for
6.2.Opinions of Cost. damages because of bodily injury including personal
injury, sickness or disease or death of any and all
It is understood by the Parties that ENGINEER has no employees or of any person other than such employees,
control over the cost of labor, materials, equipment or from claims or damages because of injury to or
services furnished by others, or over the Contractor(s)' destruction of property including loss of use resulting
methods of determining prices, or over competitive therefrom, and from damages or claims as a result of acts
bidding or market conditions. Therefore, ENGINEER's of errors or omissions of the ENGINEER made during the
opinions of probable Total Project Costs and Construction performance of this contract. All liability insurance
Cost provided for herein are to be made on the basis of required under this paragraph 7.3.1. shall include
ENGINEER's experience and qualifications and represent OWNER, OWNER's agents and employees as additional
ENGINEER's best judgment as an experienced and named insured and be with a company or companies
qualified professional engineer, familiar with the satisfactory to OWNER. All workers' compensation
construction industry; but ENGINEER cannot and does coverage shall include in its provisions a waiver of any
not guarantee that proposals, bids or actual Total Project rights of subrogation against the OWNER.
or Construction Costs will not vary from opinions of
probable cost prepared by ENGINEER. If prior to the 7.3.2. Before commencement of any work, the
Bidding or Negotiating Phase OWNER wishes greater ENGINEER shall submit written evidence that he and all
Page 8 of 11 Pages
his subcontractors (if the ENGINEER employs become due or moneys that are due) this Agreement
subcontractors in the performance of this Agreement) without the written consent of the other, except to the
have obtained the minimum insurance required by the this extent that any assignment, subletting or transfer is
Agreement. Such written evidence shall be in the form of mandated by law or the effect of this limitation may be
a Certificate of Insurance executed by the ENGINEER's restricted by law. Unless specifically stated to the
insurance carrier showing such policies in force for the contrary in any written consent to an assignment, no
specified period or by furnishing a copy of the actual assignment will release or discharge the assignor from
policy or policies. Each policy or certificate will bear an any duty or responsibility under this Agreement. Nothing
endorsement or statement waiving right of cancellation or contained in this paragraph shall prevent ENGINEER
reduction in coverage without thirty (30) days' notice in from employing such independent professional associates
writing to be delivered by registered mail to the OWNER. and consultants as ENGINEER may deem appropriate to
assist in the performance of services hereunder, provided
7.3.3. The ENGINEER shall not commence work under such independent associates or consultants are approved
this Agreement until he has obtained at his expense all in writing in advance by OWNER and are paid by
insurance required under this section and such insurance ENGINEER.
has been approved by the OWNER, nor shall the
ENGINEER allow any subcontractor to commence work 7.5.3. Nothing under this Agreement shall be construed to
on any subcontract until all similar insurance required of give any rights or benefits in this Agreement to anyone
the subcontractor has been so obtained and approved. other than OWNER and ENGINEER, and all duties and
Such insurance shall remain in full force and effect on all responsibilities undertaken pursuant to this Agreement
phases of the work, whether or not the work is occupied will be for the sole and exclusive benefit of OWNER and
or utilized by the OWNER, until all work under the ENGINEER and not for the benefit of any other party.
Agreement is completed and has been accepted by the
OWNER.
SECTION 8—SPECIAL PROVISIONS, SCHEDULES,
7.3.4. Nothing contained in the insurance requirements AND EXHIBITS
shall be construed as limiting the extent of the
ENGINEER's responsibility for payment of damages
resulting from his operations.
8.1.Special Provisions
7.4.Controlling Law. Any other provisions of this Agreement or other
documents included by reference herein to the contrary
This Agreement is to be governed by the law of the state notwithstanding, the following provisions shall apply to
of Texas. Venue shall lie exclusively in Tarrant County, this Agreement and the respective duties and
Texas for all state actions and in the Fort Worth Division responsibilities of OWNER and ENGINEER affected
of the Central District of Texas for all federal actions. thereby:
8.1.1. As to the contractual relationship between
7.5.Successors and Assigns. ENGINEER and OWNER, ENGINEER is and shall be
considered in all things an independent contractor.
7.5.1. OWNER and ENGINEER each is hereby bound
and the partners, successors, executors,administrators and 8.1.2. This contract shall not be subject to binding
legal representatives of OWNER and ENGINEER(and to arbitration.
the extent permitted by paragraph 7.5.2 the assigns of
OWNER and ENGINEER) are hereby bound to the other 8.1.3. OWNER reserves the right, with ENGINEER's
party to this Agreement and to the partners, successors, agreement, to consolidate any and all phases of
executors, administrators and legal representatives (and performance set out in the standard form contractual
said assigns) of such other party, in respect of all documents. The consolidation of said services shall not in
covenants,agreements and obligations of this Agreement. any way affect the ENGINEER's responsibilities to
perform the services set out therein.
7.5.2. Neither OWNER nor ENGINEER shall assign,
sublet or transfer any rights under or interest in 8.1.4. This Agreement may be terminated by the OWNER
(including, but without limitation, moneys that may hereto, with or without cause, upon ten(10) days' written
Page 9 of 11 Pages
notice thereof. If this Agreement is terminated by the for each occurrence, one million dollars ($1 million) in
Lir OWNER without cause, the ENGINEER shall be paid for the aggregate. Such policy shall require the giving of
services performed to termination date, including all written notice to OWNER at least thirty (30) days prior
reimbursable expenses then incurred. to cancellation, nonrenewal or material modification of
any policies, evidenced by return receipt or United States
8.2.Schedules. certified mail. ENGINEER shall furnish OWNER with
copies of said policies or certificates evidencing such
Where appropriate, the following time limitations for the coverage.
following phase(s)of services shall apply:
8.5. Entire Agreement.
8.2.1. The Study and Report Phase Services/Preliminary
Design Phase Services shall be completed and all reports, This Agreement, together with the exhibits and schedules
opinions of costs, documentation, contract documents, identified above, constitute the entire Agreement between
and other tangible materials required under this OWNER and ENGINEER and supersede all prior or oral
Agreement shall be completed and submitted by understandings. This Agreement and said exhibits and
ENGINEER before See Attachment"F". schedules may only be amended, supplemented, modified
or canceled by a duly executed written instrument.
8.2.2. The Final Design Phase Services/Bidding or
Negotiating Phase Services shall be completed and all 8.6. Severability.
reports, opinions of costs, documentation, contract
documents, and other tangible materials required under The invalidity of any provision of this Agreement shall
this Agreement shall be completed and submitted by not affect the validity or enforceability of any other
ENGINEER, before See Attachment "F", following provision of this Agreement.
written authorization from OWNER to ENGINEER to
proceed with said phase(s)of services. 8.7. Waiver.
8.2.3. The Construction Phase Services shall begin, by or The waiver of any breach of a term or condition of this
before See Attachment "F", following written authori- Agreement does not waive any other breach of that term
zation from OWNER to ENGINEER to proceed, and or condition or any breach of any other term or condition
shall be completed as reasonably soon thereafter as of this Agreement.
possible.
8.2.4. TIME IS OF THE ESSENCE IN THE (The remainder of this page was left blank intentionally.)
PERFORMANCE OF THE SERVICES UNDER THIS
AGREEMENT.
83.Exhibits.
The following exhibits are attached to and made a part of
this Agreement:
8.3.1. Exhibit A, ENGINEER's Scope of Services.
Provided,however,that where the terms and provisions of
the above-referenced exhibit(s) shall conflict with the
terms and provisions of this standard contract, this
standard contract shall control.
8.4. Professional Liability Insurance
ENGINEER shall maintain, at no expense to OWNER, a
professional liability (errors and omissions) insurance
policy placed with a company rated at least A by Best's
Key Rating Guide, authorized to do business in Texas, in
an amount not less than one million dollars ($1 million)
Page 10 of 11 Pages
L
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as of the day and year first above
written.
OWNER: ENGINEER:
CITY OF SOUTHLAKE,TEXAS CHEATHAM AND ASSOCIATES
By: By:
Pedram Farahnak,P.E. Eddie Cheatham,P.E.
Director of Public Works President
By:
Billy Campbell
City Manager
By.
Rick Stacy
Mayor
Address for giving notices: Address for giving notices:
1400 Main Street,Suite 320 1601 E. Lamar Blvd. Suite 200
Southlake,Texas 76092 Arlington,TX 76011
ATTEST: •TTEST:
1 4p,,i, •r-aQ
City Secretary \ 1
(Original I of 2 Originals)
Page 11 of 11 Pages
BASIC SERVICES
Attachment "A"
The projects which are to become a part of this engineering services agreement are as follows:
Project No. 1 Quail Creek Estates and Woodland Heights Estates (sanitary sewer)
Project No. 2 12"water line along Randol Mill from Florence to F.M. 1709
Project No. 3 12"water line and sewer line along Shady Oaks from Durham Elementary
to Dove Road, and N-1 sewer line from Fox Hollow Lift Station to
drainage divide, including sewer in Highland.
Project No. 4 Sanitary sewer in Casey Court (Oaks Addition)
Project No. 5 N-2 sanitary sewer interceptor north of Dove Road
Project No. 6 12"water line from Pump Station#2 to West Bob Jones
•
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BASIC SERVICES
Attachment "B"
ENGINEERING FEES:
The engineering fees for the subject projects shall be a lump sum fee as follows:
Project No. 1 - 96,000.00
Project No. 2 - 28,800.00
Project No. 3 - 92,000.00
Project No. 4 - 5,000.00
Project No. 5 - 56,500.00
Project No. 6 - 15,000.00
TOTAL: $ 293,300.00
L
SPECIAL SERVICES
Attachment "C"
SURVEYING FEES:
The surveying fees for the subject project, which include design surveys and construction
staking, shall be a lump sum fee as follows:
Project No. 1 - 48,500.00
Project No. 2 - 15,000.00
Project No. 3 - 46,000.00
Project No. 4 - 2,500.00
Project No. 5 - 27,250.00
Project No. 6 - 7,000.00
TOTAL: $ 146,250.00
L
L
Attachment "D"
ESTIMATED CONSTRUCTION COSTS:
Project No. 1 - 1,200,000.00
Project No. 2 - 320,000.00
Project No. 3 - 1,236,000.00
Project No. 4 - 75,000.00
Project No. 5 - 728,500.00
Project No. 6 - 200,000.00
TOTAL: $ 3,759,500.00
tor
SPECIAL SERVICES
Attachment "E"
Additional Fees:
The following additional fees may be required:
Geotechnical Fees $ 43,500.00
Preparation of 30 Easement Parcels 30,000.00
Right-of-Way Agent 20,000.00
TOTAL: $ 93,500.00
SCHEDULES
Attachment "F"
For projects which are related to design only this fiscal year:
Preliminary Design complete by August 1, 2002
Final Design complete by October 1, 2002
L
.. Location Map
Water Projects
Sewer Projects 7. 1211 Water line Along
1. Woodland Heights Randol Mill
2. Quail Creek . 8. 1211 Water Line Along
3. Casey Court I I =��• =--` �� Shady��.. •s,•+ }.• Oaks
•4. N-2 Sewer Intercepter `111'=uIIIr 'IIII�11liI ;_ 9. 12" Water Line From
`r,kmr.Jdg1I11 I r
5. 12" Sewer Line Along Iar�11111111Si111111, ■� Pump Station #2 to
Shady Oaks ii,i I� W. Bob Jones
6. N-1 Sewer Line °`w
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