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Item 5NCity of Southlake, Texas MEMORANDUM October 17, 2006 To: Shana Yelverton, City Manager From: Robert H. Price, P.E., Public Works Director Subject: Authorize a professional services agreement with RJN Group, Inc. for the evaluation of condition and capacity of the N -1 sanitary sewer line jointly owned by the Town of Westlake and the City of Southlake Action Requested: Authorize a professional services agreement with RJN Group, Inc. for the evaluation of condition and capacity of the N -1 sanitary sewer line jointly owned by the Town of Westlake and the City of Southlake Background Information: In 1995, the Town of Westlake and the City of Southlake entered in to an interlocal agreement to jointly build, own and operate a the N -1 sanitary sewer line serving both municipalities. Waste water collected through this system is delivered to the Denton Creek Wastewater Interceptor Pressure System (DCWIPS), which then discharges to the Trinity River Authority (TRA) Denton Creek Treatment Facility. Since the time the N -1 line was placed in service, both parties have jointly shared maintenance responsibilities. Southlake pays the monthly bill to TRA and operates a sub -meter for measuring and billing the Town of Westlake for their contribution to the line. Both municipalities desire to transfer ownership and maintenance responsibilities for the N -1 Sewer Line to TRA. In order to do so, the two municipalities are required by TRA to verify the line has a twenty year life /capacity and that the condition of the pipeline and other physical structures meet TRA standards. The contract under consideration will document all the conditions necessary for TRA to assume ownership and perpetual responsibility for the N -1 Sewer collector. Financial Considerations: The total amount of Engineering Services to be provided to accomplish this work is $73,665.25. The Town of Westlake will be responsible for 48.5% ($35,727.65) of the amount of the aforementioned cost based on their share of the capacity of the N -1 line and the City of Southlake will be responsible for the remaining 51.5% ($37,937.60). Each municipality is entering in to a separate contract for their share of this study. Citizen Input/ Board Review: None Legal Review: Legal staff has reviewed and approved of this contract for engineering services. Alternatives: The City Council may approve or deny this proposal. Supporting Documents: Contract for engineering services with RJN Group, Inc. ATTACHMENT C - Compensation Staff Recommendation: Authorize a professional services agreement with RJN Group, Inc. for the evaluation of condition and capacity of the N -1 sanitary sewer line jointly owned by the Town of Westlake and the City of Southlake with RJN Group, Inc. Staff Contact: Robert H. Price, P.E., Public Works Director Chuck Kendrick, Public Works Operations Manager AGREEMENT BETWEEN CITY OF SOUTHLAKE, TEXAS AND RJN GROUP, INC. THIS AGREEMENT made this _ day of 2006 by and between the City of Southlake, hereinafter called OWNER and RJN GROUP, INC., with offices in Dallas and Fort Worth, Texas, hereinafter called CONSULTANT. WHEREAS, the OWNER desires to retain the professional services of the CONSULTANT for a project generally described as Southlake/Westlake Interceptor Inspection WHEREAS, the CONSULTANT desires to perform such services to the OWNER in accordance with the terms and conditions of the AGREEMENT. NOW, THEREFORE, in consideration of the above recitals, the mutual promises and covenants hereinafter set forth, the parties hereto agree as follows: Section I - Basic Services of CONSULTANT The specific services which the CONSULTANT agrees to furnish are as indicated in the Attachment A "Scope of Services" which is hereby incorporated by reference and made part of this AGREEMENT. Changes in the indicated Scope of Services shall be subject to renegotiation and implemented through an Amendment of this AGREEMENT. Section II - Future Services of CONSULTANT The CONSULTANT is available to furnish and perform, under an Amendment or a separately negotiated agreement, future services to supplement this work. -1- AGREEMENT (Cont.) Section III - Schedule of Services A. Completion Time For those services described in Section I, the CONSULTANT shall make every reasonable effort to schedule manpower and service elements in a diligent manner, and to complete the work according to the schedule set forth in Attachment B "Schedule of Services," which is hereby incorporated by reference and made part of this AGREEMENT.. It is recognized by both parties that actions of regulatory agencies and /or others may affect the final project schedule. The services described shall be performed as weather and other physical conditions permit. The CONSULTANT shall not be liable to the OWNER, if delayed in, or prevented from performing the work as specified herein through any cause or causes beyond the control of the CONSULTANT and not caused by his own fault or negligence. Section IV - Pavment for Services Payment to the CONSULTANT shall be made as follows: A. Payment for Services The OWNER recognizes that time is of the essence with respect to payment of the CONSULTANT's invoices, and that timely payment is a material part of the consideration of this AGREEMENT. For basic services, as enumerated in Section I, the OWNER shall pay the CONSULTANT a maximum not to exceed cost of $73,665.25. Payments as described hereinafter shall represent full compensation to the CONSULTANT for all payroll costs, expenses, current overhead, profit, and all other costs in connection with the performance of these services. The CONSULTANT, if requested, shall provide documentation to the OWNER of all costs in connection with the performance of these services, and as further described in Attachment C. Payment for services rendered shall be made to the CONSULTANT at the end of each month's billing cycle upon presentation of the CONSULTANT's monthly statement. CONSULTANT will provide to the OWNER a statement of tasks by classification and reimbursement expenses. Total payment shall not exceed aforestated amounts without prior authorization by the OWNER. If the OWNER objects to all or any portion of an invoice, the OWNER shall so notify the -2- AGREEMENT (Cont.) CONSULTANT within ten (10) calendar days of the date OWNER receives the invoice, identify the cause of disagreement, and pay when due that portion of the invoice, if any, not in dispute. OWNER has the right to appeal or ask for clarification of any CONSULTANT's billing within ten (10) days of date of billing. Interest due, if any, shall be calculated in accordance with Chapter 2251 of the Texas Government Code. Section V - Services to be Provided by the OWNER A. Authorization to Proceed The OWNER shall authorize the CONSULTANT to proceed prior to the CONSULTANT starting work. B. Access to Facilities and Property The OWNER shall make its system facilities and properties available and accessible for inspection by CONSULTANT and arrange for access to make all provisions for the CONSULTANT to enter upon public property as required for the CONSULTANT to perform his services. C. Prompt Notice The OWNER shall give prompt written notice to CONSULTANT whenever OWNER observes or otherwise becomes aware of any development that affects the scope or timing of CONSULTANT's services, or any defect in the service or work of the CONSULTANT or Contractors in order that the CONSULTANT may take prompt, effective measures, which in the CONSULTANT's opinion, will minimize the consequences of a defect. D. Changes of Scope In the event additional services are required through changes in the scope of the Project, or other unusual or unforeseen circumstances are encountered, or for other consulting services, CONSULTANT shall, upon written authorization by the OWNER, perform the additional services as mutually agreed by both parties by supplemental agreement. If renegotiated terms cannot be agreed to, the OWNER agrees that the CONSULTANT has an absolute right to terminate the AGREEMENT. Section VI - Construction Cost and Oainions of Cost AGREEMENT (Cont.) A. The CONSULTANT shall submit to the OWNER an opinion of the probable cost required to construct work recommended, designed, or specified by the CONSULTANT. The CONSULTANT is not a construction cost estimator or construction contractor, nor should the CONSULTANT's act of rendering an opinion of probable construction costs be considered equivalent to the nature and extent of service a construction cost estimator or construction contractor would provide. The CONSULTANT's opinion will be based solely upon its own experience with construction. This requires the CONSULTANT to make a number of assumptions as to actual conditions that will be encountered on site; the specific decisions of other design professionals engaged; the means and methods of construction the contractor will employ; the cost and extent of labor, equipment and materials the contractor will employ; contractor's techniques in determining prices and market conditions at the time, and other factors over which the CONSULTANT has no control. Given the assumptions which must be made, the CONSULTANT cannot guarantee the accuracy of its opinions of cost, and, in recognition of that fact, the OWNER waives any claim against the CONSULTANT relative to the accuracy of the CONSULTANT's opinion of probable construction cost. If prior to the Bidding or Negotiation Phase, OWNER wishes greater assurance as to Total Project or Construction Costs, OWNER shall employ an independent cost estimator. Section VII - General Considerations A. Standard of Practice Services performed by the CONSULTANT under this AGREEMENT will be conducted in a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions. No other representation, expressed or implied, and no warranty or guarantee is included or intended in this AGREEMENT, or in any report, opinion, document or otherwise. B. Survival All obligations arising prior to the termination of this AGREEMENT and all provisions of this AGREEMENT allocating responsibility or liability between the OWNER and the CONSULTANT shall survive the completion of the services hereunder and the termination of this AGREEMENT. C. Ownership of Instruments of Service All reports, plans, specifications, field data, field notes, laboratory test data, calculations, estimates and other documents prepared by the CONSULTANT as instruments of service C! AGREEMENT (Cont.) shall remain the property of the OWNER. The CONSULTANT shall retain these records for a period of five (5) years following submission of his or her report, during which period they will be made available to the OWNER at all reasonable times. If the OWNER wishes the CONSULTANT to retain documents for a longer period of time, the OWNER shall so specify in advance, in writing, and shall pay in a timely manner all charges agreed to for the CONSULTANT's maintenance of such documents beyond the time period otherwise prevailing. D. Reuse of Documents All documents including Drawings and Specifications prepared or furnished by the CONSULTANT (and CONSULTANT's independent professional associates and consultants) pursuant to this AGREEMENT are instruments of service in respect of the Project and CONSULTANT shall retain an interest therein whether or not the Project is completed. OWNER may make and retain copies for information and reference in connection with the use and occupancy of the Project or on any other project. Any reuse without written verification or adaptation by CONSULTANT for the specific purpose intended will be at OWNER's sole risk and without liability or legal exposure to CONSULTANT's independent professional associates or consultants. Any such verification or adaptation will entitle CONSULTANT to further compensation at rates to be agreed upon by OWNER and CONSULTANT. -5- AGREEMENT (Cont.) E. Termination of Services This AGREEMENT may be terminated in writing by either party in the event of substantial failure by the other parry to fulfill its obligations under this AGREEMENT through no fault of the terminating party. Such termination may not be effected unless the other party is given not less than 10 days written notice (delivered by certified mail, return receipt requested) of intent to terminate and an opportunity for consultation with the terminating party and 10 days to cure such substantial failure. Irrespective of which party shall effect termination or the cause therefore, the OWNER shall within forty -five (45) calendar days of termination remunerate the CONSULTANT for services rendered and costs incurred to the time of termination. Such costs shall not include payments to third parties engaged by the CONSULTANT for services not yet performed. The OWNER may terminate this AGREEMENT with or without cause or reason. Upon receipt of a notice of termination from OWNER, the CONSULTANT shall promptly discontinue all services affected (unless the notice directs otherwise) and deliver or otherwise make available to the OWNER (subject to "Reuse of Documents" provisions) all data, drawings, specifications, reports, estimates, summaries, and other information and materials accumulated by the CONSULTANT in performing this AGREEMENT, whether completed or in progress. F. Controlling Law and Disputes If any of the provisions of this AGREEMENT are invalid under any applicable statute or rule of law, they are, to that extent, deemed omitted. However, the OWNER and the CONSULTANT will in good faith attempt to replace an invalid or unenforceable provision with one that is valid and enforceable, and which comes as close as possible to expressing or achieving the intent of the original provision. This AGREEMENT shall be governed by the laws of the State of Texas, and exclusive venue for any action brought to enforce or interpret this AGREEMENT shall be in Tarrant County, Texas. The parties agree that they shall reasonably attempt to resolve any disputes regarding the interpretation of this AGREEMENT by informal negotiation, the final resolution of which disputes shall require the agreement of both parties. I2 AGREEMENT (Cont.) G. Successors and Assigns The OWNER and the CONSULTANT each binds itself and its partners, successors, executors, administrators, assigns and legal representatives to the other party to this AGREEMENT and to the partners, successors, executors, administrators, assigns and legal representatives of such other parry, in respect to all covenants, agreements, and obligations of this AGREEMENT. Neither the OWNER nor the CONSULTANT shall assign, sublet or transfer any rights under or interest in (including, but without limitation, moneys that may become due or moneys that are due) this AGREEMENT without the written consent of the other. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assigner from any duty or responsibility under this AGREEMENT. Nothing contained in this paragraph shall prevent the CONSULTANT from employing such independent consultants, associates, and subcontractors as it may deem appropriate to assist it in the performance of services hereunder. The CONSULTANT's use of others for additional services shall not be unreasonably restricted by the OWNER provided the CONSULTANT notifies the OWNER in advance. Nothing herein shall be construed to give any rights or benefits hereunder to anyone other than the OWNER and the CONSULTANT, and all duties and responsibilities undertaken herein will be or the sole and exclusive benefit of the OWNER and the CONSULTANT and not for the benefit of any other party. H. Insurance CONSULTANT shall prior to the commencement of work under this AGREEMENT, obtain and shall continue to maintain at no cost to OWNER, in full force and effect during the term of this AGREEMENT, a comprehensive liability insurance policy which shall include bodily injury, death, automobile liability and property damage coverage. The minimum limit for this coverage shall be $1,000,000 combined single limit for liability and for property damage. The CONSULTANT shall also obtain and shall continue to maintain at no cost to OWNER, in full force and effect during the term of this Contract a professional liability (errors and omissions) insurance policy placed with a company duly authorized to do business in Texas, in an amount not less than $1,000,000. OWNER shall be named as and additional insured under such general liability policy and provisions shall be given at least thirty (30) days prior notice of any material change in coverage, non - renewal, or of cancellation of such policy, evidenced by return receipt of United States Certified Mail. CONSULTANT shall furnish OWNER with original copies of said policies or certificates evidencing such coverage prior to commencement of any work under this AGREEMENT. Indemnification -7- AGREEMENT (Cont.) CONSULTANT SHALL DEFEND, INDEMNIFY, AND HOLD OWNER, ITS OFFICERS, AGENTS, SERVANTS, OR EMPLOYEES WHOLE AND HARMLESS AGAINST ANY AND ALL CLAIMS FOR DAMAGES, COSTS, AND EXPENSES TO PERSONS OR PROPERTY TO THE EXTENT THEY ARISE OUT OF, OR ARE OCCASIONED BY THE CONSULTANT'S NEGLIGENCE, GROSS NEGLIGENCE OR INTENTIONAL TORTIOUS ACTS, ERRORS OR OMISSIONS IN THE PERFORMANCE OF THIS AGREEMENT, OR ANY NEGLIGENCE, GROSS NEGLIGENCE OR INTENTIONAL TORTIOUS ACTS OF COMMISSION OR OMISSION IN THE PERFORMANCE OF THIS AGREEMENT OF ANY REPRESENTATIVE, AGENT, CUSTOMER, EMPLOYEE, SUBCONTRACTOR OR INVITEE OF CONSULTANT. AGREEMENT (Cont.) IN WITNESS THEREOF, the parties hereto have caused this AGREEMENT to be executed this_ day of , 2006 For the OWNER: Name Title ATTEST: For the CONSULTANT: RJN GROUP, INC. Huwh M. Kelso Name Vice President Title Attachment A — Scope of Services Attachment B — Schedule of Services Attachment C — Compensation Attachment D — Services to be Provided by the Owner -9- Attachment C COMPENSATION TASK Unit Unit Price Costs Southlake Share 51.5% Westlake Share 48.5% Mobilization /Administration 1 $2,640.00 $2,640.00 $1,359.60 $1,280.40 Manhole reconnaissance (21 manholes) 21 $45.00 $945.00 $486.68 $458.33 Manhole inspection Accessible (SCBA) - (2 manholes) 2 $241.00 $482.00 $248.23 $233.77 Inaccessible (SCBA) - (8 manholes) 8 $290.00 $2,320.00 $1,194.80 $1,125.20 Accessible (2 manholes) 2 $104.50 $209.00 $107.64 $101.37 Inaccessible (9 manholes) 9 $142.00 $1,278.00 $658.17 $619.83 Smoke testing 1000 $0.91 $906.00 $466.59 $439.41 Flow Monitoring 180 $95.00 $17,100.00 $8,806.50 $8,293.50 Pipe Cleaning 5500 $6.25 $34,375.00 $17,703.13 $16,671.88 TV Inspection 5500 $1.37 $7,535.00 $3,880.53 $3,654.48 TV Inspection Supervision 5500 $0.30 $1,625.25 $837.00 $788.25 Survey 1 $625.00 $625.00 $321.88 $303.13 Modeling 1 $1,080.00 $1,080.00 $556.20 $523.80 Analysis 1 $620.00 $620.00 $319.30 $300.70 Recommendation /Report 1 $1,925.00 $1,925.00 $991.38 $933.63 $73,665.25 $37,937.60 $35,727.65