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Item 5DCity of Southlake, Texas MEMORANDUM November 6, 2004 To: Billy Campbell, City Manager From: Pedram Farahnak, P.E., Public works Director Subject: Authorize the Mayor to execute a Professional Services Agreement with Cheatham and Associates for Design of 04/05 CIP Street Improvements, Sidewalk Improvements, and Localized Drainage Improvements Action Requested: Authorize the Mayor to execute a professional services agreement with Cheatham and Associates for design of 04/05 CIP street improvements, sidewalk improvements, and localized drainage improvements. Background Information: Funds were included in the 04/05 CIP for street improvements using the Pavement Management System and for sidewalk improvements. The City Staff has developed a list of street and sidewalk improvements for this year. The Staff has also identified some localized drainage improvements. In an effort to reduce construction costs, the Staff has again, combined multiple projects into one contract. Unlike previous years, this years street improvements, are mainly on local or minor collector streets. The sidewalk improvements have been identified around schools, in providing safe routes to and from school. The localized drainage projects use residual funds from previous bond programs. To allow engineering time for preparation of plans and specifications for this project, the City Staff would like to proceed with the engineering portion at this time by using residual funds from the 03/04 CIP. This would allow time to start construction when the construction funds are made available in the Spring. Financial Considerations: The engineering fee is $106,080 and funds are available from the 03/04 CIP. Citizen Input/ Board Review: Projects were developed using the PMS and citizen concerns received regarding streets, sidewalks and drainage improvements. Legal Review: The City Attorney has, previously, reviewed and approved this professional services Agreement form. Alternatives: The Council may approve it, deny it, or modify it. Supporting Documents: Agreement Staff Recommendation: Authorize the Mayor to execute a professional services agreement with Cheatham and Associates for design of 04/05 CIP Streets, Sidewalks and Localized Drainage Improvements. Staff Contact: Pedram Farahnak, P.E., Public Works Director 481 -2308 Charlie Thomas, P.E., City Engineer 481 -2175 CC: Sharen Elam, Finance Director Mike Patterson, Operations Manager STANDARD FORM OF AGREEMENT BE"IEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES THIS IS AN AGREEMENT made as of . 2o44 between the CITY OF SOUTHLAKE, TEXAS, a municipal corporation and home rule City with its main offices located at 1400 Main Street, Southlak% Texas (OWNER) and CHE,ATHAi'M AND ASSOCIATES ( ENGINEER) . OWNER intends to acquire all professional engineering services required for the project known as, 2005 Miscellaneous Roadway Rehab[litafionS, Sidewalk Additians, and Drainage Improvements, 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 cavenants 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. SirC 019 I —BASIC SERVICES OF ENGINEER 1.1. General. 1.1.1. ENGINEER shall provide for OWNER professional engineering services in all phases of the Project to which this Agreement applies as hereinafter provided. These services will include serving as OWNEWs professional engineering representative for the project, providing professional engineering consultation and advice 2nd furnishing customary civil services incidental thereto. 11.2. Study and Report Phase. After written authorization to proceed, ENGINEER shall: 1.2.1. Consult with OWNER to clarify and define OWNEWs requirements for the Project and review available data. 1.2.2. Advise OWNER as to the Necessity of OWNER's providing or obtaining from others data or services of the types described in paragraph 3.4., and assist OWNER in obtaining such data and services 1.2.3. ldenlify and analyze requirements of governmental authorities having,jurisdiction to approve the design of the project and participate in consultations with such authorities 1.2.4. Provide analysis of OWNER's needs, planning surveys, site evaluations and comparative studies of prospective sites and solutions. 12.5. Provide a general economic analysis of OWNEP's requirements applicable to various alternatives. 11.6. Prepare a Report containing schematic layouts, sketches and conceptual design criteria with appropriate exhibits to indicate clearly the considerations involved (including applicable requirements of governmental authorities having . jurisdiction as aforesaid) and the alternative solutions available to OWNER and setting forth ENGINEER's findings and recommendations This Report will be accompanied by 8NOINEER's opinion of probable costs for the Project, including the following which will be separately itemized. Construction Cost, allowance for engineering costs and contingencies, and (on the basis of information furnished by OWNER} allowances for such other items as charges of all other professionals and consultants, for the cost of land and rights-of-way, for compensation for of damages to properties, for interest and Financing charges and for other services to be provided by others for Owner pursuant to paragraphs 3.7 through 3. 11, inclusive, The total of all such costs, allowances, etc are hereinafter called "Total Project Costs ". 1.2 7 Furnish multiple copies of the Study and Report documents (not to exceed rive (5) copies) and review them in pemon with OWNER. 13. Preliminary Design Phase. After written authorization to proceed with the Preliminary Design Phase, ENGINEER shall: 1.3 1. In consultation with OWNER and on the basis of the accepted Study and Report documents, determine the general scope, extent and character of the Project 1.3..2. Prepare Preliminary Design documents consisting of Final design criteria, preliminary drawings, outline specifications acid written descriptions of the Project. 1..3.3 Advise OWNER if additional data or services of the types described in paragraph 3.4 are neeesswy and assist OWNER in obtai ping such data and services 1.3 4 Based on the information contained in the preliminaty design documents, submit a revised opinion of probable Total Project Costs. 1.3.5 Furnish mul €iplc copies of the above Preliminary Design documents and present and review them in person with OWNER, not to exceed five (5) copies. 1.3 G. Derive right-of-way (ROW) data and casement documents as needed for the OWNER to begin land acquisition, IA. Final Design Phase. After wtitten authorization to proceed with the Final Design Phase, ENGINEER shall: 141 Ort the basis of the accepted Preliminary Design docuracnts and the revised opinion of probable Total Project Costs prepare For incorporation in the Contract Documents Final drawings to show the general ssvpe, extent and character of the work to be fttrnished and performed by Contractor(s) (hereinafter called " Drawi ngs ") and 5pecifi cations. 14.2. Pravide technical criteria, written descriptions and design data For OWNER's use in filing applications for permits with or obtaining approvals of such governmental authorities as have jurisdiction to approve the design of the Project, and assist OWNER in consultations with appropriate authorities 1 4.3. Advise OWNER of any adjustments to the latcat opinion of probable Total Project Corti caused by changes in general scope, extent or character or design requirements of the Project ar Consttttction Casts Pumish to OWNER a revised opinion of probable Total Project Costs based on the Drawings and Specifications 1.4.4. Prepare for review and approval by OWNER, its legal counsel and other advisors contract agreement faults, general conditions and supplementary conditions, and (where appropriate) bid farms, invitations to bid and instructions to bidders. 14.5 Furnish multiple copies of the above documents and of the Drawings and Specifications and present and review them in person with OWNER, not to exceed five (5) copies. 1.5. Bidding or Negotiating Phase. After written authorization to pro need with the Bidding or Negotiating Phase, E1NOINECR shall: t.5 1. Assist COWER in advertising for and obtaining bids or negotiating proposals for each separate prime contract for construction, materials, equipment and services; and, where applicable, maintain a record of prospective bidders to whom Bidding Documents have been issued, attend pre -bid conferences and receive and process deposits for Bidding Documents. 15 2, Assist OWNER in issuing addenda as appropriate to interpret, clarify or expand the Bidding Mcuments. 1.5.3. Consult with and advise OWNER as to the acceptability of subcontractors, suppliers and other persons and organizations proposed by the prime contractotfs) (herein called "Contractor(s) ") for those portions of the work as to which such acceptability is required by the Bidding Documents. 15,4 Consult with OWNER uuncerning and determine the acceptability of substitute materials and equipment proposed by Contractors) when substitution prior to the award of contracts is allowed by the Bidding Documents. 1.5.5 Attend the bid opening, prepare bid tabulation sheets and assist OWNED in evaluating bids or proposals and in assembling and awarding Contracts for construction, materials, equipment and services 1.6. Construction Phase. During the Construction Phase: L5.1. Min ro Sire and Observurdon of CO1rSrrtlCfiCut. In connection with observations of the work of Contractors) while it is in progress: 1.5.1.1. EltiUINEER shall make visits to the site at intervals appropriate to the various stages of construction as necessary in order to observe as an experienced and clualifreci design professional the progress and quality of the various aspects of 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 such work is proceeding in accordance wish the Contract 13muments and ENGNEER shall keep OWNER informed of the progress of the wwk. 1.5.1.2. The purpose of ENGINEEWs visits to the site will be to enable ENGINEER, to Better carry out the duties and responsibilities assigned to and undertaken by ENGINEER during the Construction Phase, and in addition, by exercise of ENGINEER% efforts as an experienced and qualified design professional, to provide for OWNER a greater degree of confidence that the completed work of Contractor(s) will conform generally to the Contract Documents and that the integrity of the design concept as reflected in the Contract Documents has been implemented and preserved by Contractor(s). On the other hand, ENGINEER shall not, during such visits or as a result of such observations of C❑niractor(s) work in progtess, supervise, direct or have control over Ccntractor(sy work nor shall ENGINEER have authority over or responsibility for the meads, methods, techniques, sequences or procedures of constructions elected by Contractor(s), for safety precautions and programs incident to the work of Contractor(s) or for any failure of Contractors) to comply with laws, rules, regulations, ordinances, codes or orders applicable to Contractor(s) furnishing and performing their work. Accordingly. ENGINEER chin neither guarantee the performance of the qqnattuction contracts by Contractors) nor assume responsibility for Contractor(sy failure to furnish and perform their work in accordance with the Contract Documents 1.6..2, ftrerpretations and Clatificationr, ENGINEER shall issue necessary interpretations and clarifications of the Contract Duournms as requested by the Owner. 1.G 3. Strop Drawings.. ENGINEER shall review and approve (or take other appropriate action in respect of) Shop Drawings, samples and other data which Contractor(s) are required to submit, but only for 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 shall not extend to means, methods, techniques, sequences or procedures of construction or to safety precautions and programs incident thereto 164. Substitutes ENGINEER shall evaluate the acceptability of substitute materials and equipment proposed by Contractors) and snake recommendations to OWNER, subject to the provisions of pilragraph 2.2.2. 165. Disputes between OWNER and Contractor ENGINEER shall act as initial interpreter of the requirements of the Contract Documents and judge of the acceptability of the work performed thereunder. ENGINEER shall also make recommendations to OWNER on, all claims of Contractors) relating to the acceptability of the work or the interpretation of the requirements of the Contract Documents pertaining to the execution and progress of the work. OWNER has the final decision with regard to such disputes. 1.6 G. Lirnrtarfon of Responvibiliries ENGINEER shall not be responsible to OWNER for the acts or omissions of any Contractor, or of any subcontractor or suppl icr, or any of the Contractm(s)' or subcontraotot's or supplier's agents or employees or any other persons (except ENGINEEWs own employees and agents) whether at the site or otherwise Furnishing or performing any of the Contractor(s)' work; however, nothing contained in paragraphs 1.5 1- through 16.6 inclusive, shall he construed to release ENGINEER fl liability for failure to properly pet duties and responsibilities assumed by ENGINEER in the Contract Documents 1.7. Operational Phase. During the Operational Phase, ENGINEER shall, 4en requested by OWNER: 1.7.1. Prepare a set of reproducible record prints of Drawings showing those changes made during the construction process, based on the marked-up prints, drawings and other data furnished by Contractor(s) to . ENGINEER. 1.7.2 in company with OWNER, visit the Project to observe any apparent defects in the completed construction, assist OWNER in consultations and discussions with Contractor(s) concerning correction of such deficiencies, and make recommendations as to replacement or correction of defective work. SECTION 2—ADDITIONAL SERVICES OF ENGINEER 2.1. Services Requiring Autborixation in Advance. If authorized in writing by OWNER, ENGINEER Shall Famish or obtain from others Additional Services of the types listed in paragraphs 2.t. t. through 2.1.14 inclusive. Page 3 of l 1 Pages These services are not included as part of Basic Services except to the extent providcd otherwise in this Agreement; these will be paid for by OWNER as indicated in Section 5. 2.1.1. Preparation of applications and supporting documents (in addition to those furnished under Basic Services) for private or governmental grants, harts or advances in connection with the Project; preparation or review of environmental assessments and impact statements; mview and evaluation of the effect on the design requirements of the Project of any such statements and documents prepared by others; and assistance in obtaining approvals of authorities having jurisdiction over the anticipated environmental impact of the project 2.1.2. Services to make measured drawings of or to investigate existing conditions or facilities, or to verify the accuracy of drawings or other information furnished by OWN 1;R. 2.1.3 Services resulting from significant changes in the gencral scope, extent or character of the Project or its design including, but not limited to changes in size, complexity. OWNER'S schedule, character of construction or method of financing; and revising previously accepted studies, reports, design documents or Contract Documents when such revisions are required by changes in laws, rules, regulations, ordinances, codes or orders enacted subsequent to the preparation of such studies, reports or documents, or are due to any other cause beyond ENGIN EER's control. 2.1 4. Providing rendcrings or models for OWN ER's use 2. l .5 . Preparing documents for alternate bids requested by OWNER For Contractor(s)' work which is not executed or documents for out -of- sequence work. 2 1.6. Investigations and studies involving, but not limited to, detailed ccrsideratian of operations, maintenance and -overhead expenses; providing value engineering during the course of design; the preparation of feasibilk studies, casts flow and economic evaluations, rate schedules and appraisals; assistance in obtaining financing for the Project; evaluating processes av5 able for licensing and assisting OWNER in obtaining process licensing; detailed quantity surveys of material, equipment and labor, and audits or inventories required in connection with construction performed by OWNER 11.7. Famishing services of independent professional associates and consultants For other than Basic Services (which include, but ate not limited to, customary civil, sttue(ural, mechanical, and electrical engineering and customary architectural design incidental thereto); and providing data or services of the types described in paragraph 3 4 when OWNER employs ENGINEER to provide such data or services in lieu of furnishing the same in accordance with paragraph 3 4 2 1.8. if ENGINFER's compensation is on the basis of a lump sum, percentage of Construction Cast, or cost -plus a Fixed fee method of payment, services resulting from the award of more separate prime contracts for construction, materials or equipment for the Project than arc contemplated by paragraph 5.1.1.. If ENGINEER's compensation is on the basis of a percentage of Construction Cost and ENGINEER has been required to prepare Contract Documents on the assumption that mare than one prime contract will be awarded for construction, materials and equiprnant, but only one prime contract is awarded for construction, materials and equipment for the Project, services attributable to the preparation of contract documentation that was rendered unusable and any revisions or additions to contract documentation used that was necessitated by the award of only one prime contract. 21 9. Serviccs during out -of -town travel required of ENGINEER other than visits to the site or OWNER's office as required by Section 1 2.1.10. Assistance in connection with bid ptotest, rebidding, ❑r renegotiating contracts for construction, materials, equipment or services when ENGINEER did not create or contribute to the event or situation requiring said assistance, rebidding, renegotiating, materials, equipmcnt, or services 2 1.11 Providing any type o # surveys or related engineering services needed For the transfer of interests in real property and field surveys for design purposes and engineering surveys and staking to enable Contractor(s) to proceed with their work; and providing other special Field survey S. 2 1 12. Preparation of operating, maintenance and staffing manuals to supplement Basic Services under paragraph 17. 2.1 13 Preparing to serve or serving as a consultant or witness for OWNER in any litigation, arbitration or other legal or administrative proceeding involving the Project unless ENGINEER created or conttibuted to the cause of the litigation. 2. t 14. Additional scsvices in connection with the Project, including services which are to be furnished by OWNER Page 4 of] I Pages in accordance with Section 3, and services not otherwise provided for in this Agreement. 2,2. Required Additional Services. When required by the Contract Documents in circumstances beyond ENGINE$R's control, ENGINEER shall furnish or obtain from others, as circumstances require during construction and with specific authorization from OWNER, Additional Services of fhc types listed in paragraphs 22-1 through 2.2.6, inclusive. These services are not included as part of Basic 5e :vices ENGINEER shall advise OWNER promptly before starting any of the following additional services which will be paid for by OWNER as indicated in Section 5 22.1. Services in connection tvith work directive changes and change orders to reflect changes requested by OWNER if the resulting change in compensation for Basic Services is not commensurate with the additional services rendered. 2.22 Services in making revisions to Drawings and Specifications occasioned by the acceptanee of substitutions proposed by Contmctor(s); and services after the award of each contract in evaluating and determining the acceptability of an unreasonable or excessive number of substitutions proposed by Contractor . 2.13. Services resulting from significant delays, changes or price increases occurring as a direct or indirect result of material, equipment or energy shortages 2 2.4. Additlonal or extended services during construction made necessary by (I) work damaged by fire or other cause during construction, (2) a significant amount of defective or neglected work of any Contractor, (3) acceleration of the progress scbeduie involving services beyond normal working hours, or (4) default by any Contractor. 2 -25- Services (other than Basic Services during the Operations Phase) in connection with any partial Utilization of any part of the Project by OWNER prior to Substantial Completion 2.2.6. Evaluating an unreasonable or extensive number of claims submitted by C ontractot(s) or others in connection with the work. SECTION 3—OW NEWS RESPONSIBILITIES OWNER shall do the following in a timely manner so as not to delay the services of ENOINEM M. Dcsignutc in writing a person to act as OWNER'& representative with respect to the services to be rendered under this Agreement Such person shall have complete authority to transmit instructions, receive information, interpret and deFae OWNEWs policies and decisions with respect to ENG1NEEMi services for the Project .3.2. Provide all criteria and full information as to OWNER's requirements for the Project, including design objectives and constraints, space, capacity and perfrnmance requirements, flexibility and expandability, and any budgetary limitations; and furnish copies of all design and construction standards which OWNER mill require to be included in the Drawings and Specifications. 3.3. assist ENGINEER by placing at ENGINEER's disposal all available information pertinent to the Project including previous reports and any other data relative to design or construction of the Project 3.4. Furnish to ENGINEER, as required for perrormance of ENGINEER's Basic Services (except to the extent provided otherwise in this Agreement) the following: 3.4,L data prepared by or resulting from the services of others, including without limitation borings, probings and subsurface explorations, hydrographic surveys, laboratory tests and inspections of samples, materials and equipment; 3 4.2. appropriate professional interpretations of all of the foregoing; 3A.3 environmental assessment and impact statements; 344. property, boundary, easement, right -of -way, topographic and utility surveys, to the extent required by ENGINEER, and only if not required to be performed by ENGINEER as set out in ENGINEEWs Proposal; 3.4.5 property descriptions; 3 4.6 zoning, deed and othcr land use restrictions; all of which ENGINEER may use attd rely upon in performing services under this Agreement Pago 5 of 1 l Pages 3.5. Provide engineering surveys to establish reference points for construction (unless required to be performe4 by Engineer as Basic services under ENGINEER's Proposal) to enable Contracror(s) to proceed with the iayoat of thew ork 3.5. Arrange for access to and make all provisions for ENGINEER to enter upon public and private property as required for ENGINEER to perform services under this Agreement. 3 7 Examine all studies, reports, sketches, Drawings, Specifications, proposals and other documents presented by ENGINEER, obtain advice of an attomey, insurance counselor and other consultants as OWNER deems appropriate far such examination and render in writing decisions pertaining thereto within a reasonable time so as not to delay the services of ENGINEER. 3.8. Furnish approvals and permits from all governmental authorities having jurisdiction over the Project and such approvals and consents from others as may be necessary for oorrtpletinn of the Project, unless required to be performed by ENGINEER as Basic Services under this Agreement. 3.9 Provide such accounting, independent cost estimating and insurance counseling services as may, in the judgement of the OWNER, be required for the Project, such regal services as QWNI -R may require or ENGINEER may reasonably request with regard to legal issues pertaining to the Project including any that may be raised by Contractors), such auditing service as OWNER may require to ascertain how or For what purpose any Contractor has used the moneys paid under the construction contmet, and such inspection services as OWNER may require to ascertain that Contractors} are complying with any law, rule, regulation, ordinance, code or order applicable to their furnishing and performing tha work. 3.10 If OWNER designates a person to represent OWNER at the site who is not ENGINUR or ENGINFEWs agent or employee, the duties, responsibilities and [imitations of authority of such other person and the affect thereof on the duties and responsibilities of ENGINEER and the Resident Project Representative (and any assistants) will be set forth in an exhibit that is to be identified, attached to and made a part of this Agreement before such services begin 3.11 If more titan one prime contract is to be awarded for construction, materials, equipment and services for the entire Project, designate a person or organization to have authority and responsibility for coordinating the activities among the various prime contractors. 3 IZ. Fumish to ENG1NEEK data or estimated figures as to OWNE.R's anticipated costs for services to be provided by others for OWNER. (such as services pursuant to paragraphs 3 7 thmugh 3.11, inclusive) so that ENGMEER may make the necessary findings to support opinions of probable Total Project Costs. 3.13. Attend the pro -bid conference, bid opening, pre - construction conferences, construction progress and other job - related meetings and substantial completion Inspections and final payment inspections 3.14. Give prompt written notice to ENGINEER whenever OWNER Observes or othettvise becomes aware of any development that affects the scope or timing of ENO1NEEWs services, or any defect or nw- conformance in the work of any Contractor 3 is Furnish, or direct ENGINEER to provide, Additional Services as stipulated in paragraph 2.1 of this Agreement or other services as rvgnired. 3.16. ENGINEER shall not be obligated to bear any of the costs of compliance with this Section 3. SECTION 4— PEMODS OF SERVICE 4 1 The provisions of this Section 4 and the various rates of compensation for ENGINEER's services provided for elsewhere in this Agreement have been agreed to in anticipation of the orderly and continuous progress of the Project through completion of the Operational Phase FNiMNEEIL's obligation to render services hereunder will extend for a period which may reasonably be required for the design, award of contracts, COn5truetion and initial operation of the Project including extra work and required extensions theicio. if in Section 8 of this Agreement sp ecific _ periods of time for rendering services are set forth or specific dates by which services are to be completed we provided and if such dates are exceeded through no fault of ENGINEER, all rates, measures and amounts of pompensation provided herein may be subject to equitable adjustment. 4.2. The services called for im the Study and Report Phase will be completed and tha Report submitted within any stipulated period indicated in Section 8 hereof after written authorization to proceed with that phase of Page 6 of I I Pages services which will be given by OWNER within seven (7) days after ENGINEER has signed this Agreement 4.3. After acceptance by OWNER of the Study and Report Phase documents indicating any specific modifications or Changes in the general scope, extent or character of the Project desired by OWNER, and upon written authorization from OWNER, ENG4N ER shall proceed with the performance of the sarviccs called for in the Preliminary D sign Please, and shall submit preliminary design documents and a revised opinion of probable Total Project Costs within any stipulated period, 4.4. After acceptance by OWNER of the Preliminary Design Phase documents and revised opinion of'probable Total Project Costs, indicating any specific modifications or changes in the genet scope, extent ar character of the Project desired by OWNER, and upon written authorization from OWNER, ENGINEER shall proceed with the performance of the services called for in the Final Design Phase; and shall deIiver Conti act Documents and a revised opinion of probable Total Project Costs for all work of Contractor(s) on the Project within any stipulated period indicated in Section 8 hereof. 45 ENGINEER's services tinder the Study and Report Phase, Preliminary Design Phase and Final Design Phase shall each be considered complete when the submission for that phase have been accepted by OWNER. 4 6. After acceptance by OWNER of the ENGINEER's Drawings, Specifications and other Final Design Phase documentation including the mast recent opinion of probable Total Project Costs and upon written authorization W proceed, ENGINEER shall proceed with performance of the services called for in the Bidding or Negotiating Phase This Phase shall teiminate and die services to be rendered thereunder shall be considered complete upon commencement of the Construction Phase or upon cessation of negotiations with prospective Contractor(s). 4.7 The Construction Phase commences with the execution of the first prime contract for the work of the Project or any part thereof, and said Phase terminates upon City Council approval of the final payment after written recommendation by ENGINEER of final payment on the last prime contract to be completed Construction Phase services may be rendered at different times if the project involves more than one prince contract. 4.8. The Operational Phase may commence during the Construction Phase and will terminate two (�) years after the date of City Council approval of the final payment for the last prime contract for construction, materials and equipment on which substantial completion is achieved 49 If OWNER requests significant modifications or changes in the general scope, extent or character of the Project, the time of performance of ENGINEER'S services may be adjusted equitably to reflect the additional time and expenses, if any, incurred by ENGINEER to respond to the OW ER's requast. 4.10. If ENGINEER's services for the Design or Construction phases of the Project are delayed or suspended For more than one year for reasons beyond ENGINEER's control, the various rates of compensation provided for elsewhere in this Agreement may be subject to equilable adjustment upon submission of documentation by ENGINEER to OWNER establishing the basis for such adjustment. 4 11. In the event that the work designed or specified by ENGINEER is to be furnished ar perFormed under TlOtC than one prime contract, or if ENGINEER's services are to be separately sequenced with the work of One or more prime comrzoors (such as in the case of fast - tracking), OWNER and ENGINEER shall, prior to commencement of the Final Design Phase, develop a schedule for performance of ENGINEER's services during the Final Design, Bidding or Negotiating and Construction Phases in order to sequence and coordinate properly such services as are applicable to the work under such separate contracts SECTION S— PAYMFNTS TO ENGINEER 5.1. Methods of Payment for Services and Expenses of ENGINEER 5.11 For design, construction plan preparation, construction document preparation (including bid proposal, specifications, construction contract), periodic inspection, and all other services to be rendered by ENGINEER hereunder„ as the same are set out in the attached Exhibit, and as farther set out in these contractual documents, save and except for spmiflcd special and additional services, O WNER shall pay to ENGINEER for Basic Services nn amount based on a lump sum and a cost and time per diem basis in a total amount of $31, 700.04 for drainage improv- catents, and on an hourly basis not -to- exceed the amount of 554,000.00 for roadway and sidewalk improvements as outlined in Appendix 'B" and 520,380.00 for Special Services, as outlined in Appendix 'C'. For additional services Page 7 of I 1 Pages authorized by OWNER in accordance with Section 2 of this Agreement, OWNER shall pay in accordance with NIA . 5.2. Times of Payment. ENGINEER shall submit mondily statements for the services tendered and For the expenses and hourly costs incurred- The statements will be based upon ENCINE.EWs estimate of the proportion of the total services actually completed at the time of the billing All monthly statcments shall be in a form as specified by and acceptable to OWNER. OWNER shall make payment upon said statements within thirty (34) days following receipt thereof SECTION 6— CONSTRUCTION COST AND OPINIONS OF COST U. Construction Cost. The construction cost of the entire Project (herein referred to as " Constiuction Cost ") means the total Cost to OWNER of those portions of the entire Project designed and specified by ENGINEER, but it wilt not include E1NGINUR'3 compensation and expenses, the east of land, rights -of -way, or compensation For or damages to properties unless this Agreement so specifies, nor will it include OWNEER's legal, accounting, insurance counseling or auditing services, or interest and financing charges incurred in connection with the Project or the cast of other services to be provided by others to OWNED pursuant to Section 3, as applicable. [Construction Cost is one of the items comprising Total Project Costs which is defined in paragraph 1 2.6.3 6.2. Opinions of Cost. It is understood by the Parties that ENGINEER has no control over ilia cost of iabnr, materials, equipment or services furnished by others, or over the Contract ❑t(s)' methods of determining prices, or over competitive bidding or market conditions. Therefore, ENGINEEWs opinions of probable fetal Project Costs and Construction Cost provided for herein are to be made on the basis of ENGINEER's experience and qualifications and rcpresernt ENG1N11ER's best judgment as an experienced and qualified professional engineer, familiar with the construction industry, but ENGINEER cannot and does not guarantee that proposals, bids or actual Total Prcjcct or Construction Costs will not vary from opinions of probable cost prepared by ENGINEER, If prior to the Bidding or Negotiating Phase OWNER wishes greater assurance as to Total Project or Construction Costs, OWNER shall employ an independent cost estimator as provided in paragraph 3.9 SECTION 7— QENERAL. CONSIDERATION 7.1. Tenmination, 7.1.1. The obligation to provide further services under this Agreement may be tetminated by either party upon thirty (30) days' written notice in the event of substantial Whim by the other party to perform in accor6nce with the terrns hereof through no fault of the teiTninating party 7.2. Reuse of Documents. ENGINEER acknowledges that OWNER. is a governmental entity and that all Drawings, Specifications, and other documents prepared or famished by ENGINEER (End ENGINEER's professional associates and consultants) under this Agreement are instruments of service in respect of the Project and property of the OWNER and upon completion of the Project shall thereafter be subject to the Texas Public Information Act (Texas Government Co4c Chapter 552) and any other applicable laws requiring public disclosum of the information contained in said doeumcnts 7.3. Insurance, 731 ENGINFFR shall procure and maintain insurance, in amounts acceptable to OWNER, for protection from claims under workers' compensation acts, claims for damages because of bodily injury including personal injury, sickness or disease tir death of any and all employees or of any person other than such employees, from claims or damages because of injury to or destruction of property including loss of use resulting therefrom, and from damages or claims as it result of acts of errors or omissions ofthe E.NG1NlsER made during the performance of this cotttract. All liability insurance required under this paragraph 73.1 shall include OWNER, OWNER's agents and employees as additional named insured and be with a company or companies satisfactory to OWNER All workers' compensation coverage shall include in its provisions a waiver of any Page 8 of 11 Pages rights of subrogation against the OWNER. 73.1 Before commencement of any work, the ENGINEER shall submit written evidence that lie and all his subcontractors {if the ENGINEER employs subcontractors in the performancc of this Agreement} have obtained the minimum insurance required by the this Agreement, Such written evidence shall, be in the form of a Certificate of Insurance executed by the ENGINEER's insurance carrier showing such policies in force for the speeiFied period or by furnishing a copy of the actual policy or policies. Each policy or certificate will bear an endorsement or statement waiving right of cancellation or reduction in coverage without thirty (30) days' notice in writing tobc delivered by registered mail to the OWNER 7.3.3 The ENGINEER shall not commenee work under this Agreement until he has obtained at his expense all insurance required under this section and such insurance has been approved by the OWNER, nor shall the FNGINEER allow any subcontractor to commence work on any subcontract until all similar insurance mquired of the subcontractor has been so obtained and approved Such insurance shall remain in full Force and effect on ail phases of the work, whether or not the work is occupied or utilized by the OWNER, until all work under the Agreement is completed and has been accepted by the OWNER. 73.4 Nothing contained in the insurance requirements shall be construed as limiting the extent of the ENGINEEIt's responsibility for payment of damages resulting frorn his operations 7,4. Controlling Law, This Agreement is to be governed by the law of the state of Texas. venue shall lie exclusively in Tarrant County, Texas for all state actions and in the Fort Worth Division of the Central District of Texas for all federal actions I.S. Successors and Assigns. 7.5.1. OWNER and ENGINEER each is hereby bound and the partncrs, successors, executors, administrators and legal rcpresentatives of OWNER and ENGINEER (and to the extent permitted by paragraph 75 Z the assigns of OWNER and ENGINEER) are hereby bound to the other party to this Agreement and to the partnars, successors, executors, adminisratws and legal representatives (and said assigns) of such other party, in respect of all covenants, agreements and obligations ofthis Agreement. T.5.2. Neither OWNER nor ENGINEER snail 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, except to the extent that any assignment, sublcning or transfer is mandated by law or the effect of this limitation may be restricted by law Unless specifically slated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement Nothing contained in this paragraph shall prevent ENGINEER from employing such independent professional associates and consultants as PNGI'NEER may deem appropriate to assist in the performance of services hereunder, provided such independent associates or consultants are approved in wp iting in advance by OWNER and are paid by ENGINEER 753. Nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than GUNNER and ENGINEER, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of OWNER and ENGINEER and not for the benefit of any other party SECTION "PECIAL PROVISIONS, SCHEDULES, AND EXHISITS R.I. Special Provisions Any other provisions of this Agrcement or other documents included by reference herein to the contrary notwithstanding, the fallowing provisions shall apply to this Agreement and the respective duties and responsibilities of OWNER and ENCrl1NEER affected thereby: $.1.1. As to the contractual relationship between ENGINEER and OWNER, ENGMEER is and shall be considered in all things an independent contractor. 81 2 This contract shall not be subject to binding arbitration. 8.13. OWNER reserves the right, with ENGINEER's agreement, to consolidate any and all phases of performance set out in the standard form contractual documents. The consolidation of said services shall not in any way affect the ENGINEER's responsibilities to Page 9 of 11 Pages perform the services set out therein. $.1.4 This Agreement may be terminated by the OWNER hereto, with or without cause, upon ten (10) days' writicn notice thereof. If this Agreement is terminated by the OWNER without cause, the ENGINFFR shall be paid for Services performed to termination date, including all reimbursable expenses then incurred, &L Schedules. Where appropriate, the following time limitations for the following phase(s) of services shall apply: 8 2.1 The Study and Report Phase Services/Preliminary Design Phase Services shall be completed and all reports, opinions of costs, documentation, -contract documents, and other tangible materials required under this Agreement shall be completed and submitted by ENGINEER before Set Attachment "F ". 8.2.2 The Final Design Phase ScrvjeWRiddmg or Negotiating Phase Services shall be completed and all reports, opinions of costs, documentation, contract documents, and other tangible materials required under this Agreement shall be completed and submitted by ENGINEER, before See Attachment `17' following written autltorization frorn OW] P-R to ENGINEER to proceed with said phase(s) of services. 8.2 3. The Construction Phase Services shall begin, by or before See Attachtne?tr °1:" following written authori- zation from OWNER to ENOINEER to proceed, and shall be completed as reasonably soon thereafter as possible. 8.2.4. TIME IS OF 7HE ESSENCE IN THE PERFORMANCE OF THE SERVICES UNDER THIS AGREEMENT 8.1 Exhibits, The following exhibits: are attached to and made a part of Ibis Agreement: $ 3.1. Exhibit A, ENGfNEER'r Scope of Services. Provided, however, that where the terms and provisions of the ahtrve- referenced exhibits) shall conflict with the terms and provisions of this standard contract, this standard contract shat! control. 8.4. Professional Liability Insurance ENGINEER shall maintain, at no axpense to OWNER, a professional liability {eisors and omissions) insurance policy placed with a company rated at least A by Rest's Key Rating Guide, authorized to do business in Texas, in an arnotmt not less than one million dollars (SI million) for each occurrence, one mi €Hon dollars (SI million) in the aggregate. Such policy shall require the giving of written notice to OWNER at least thirty (30) days prior to cancellation, nonrerzewal or material modification of any policies, evidenced by return receipt or € nited States certified mail. ENGINEER shall famish OWNER with copies of said policies or certificates evidencing such Coverage &5. Entire Agreement, This Agreement, together with tiro exhibits and schedules identified above, constitute the entire Agreement between OWNER and ENGINEER and supersede all prior or oral understandings T Iris Agreement and said exhibits and schedules may only be amended, supplemented, modified or canceled by a duly executed written instrument. BA. 5everabil4. The invalidity of any provision of 'this Agreement shall not affect the validity or enforceability of any other provision of this Agreement 8.7. Waiver. The waiver of any breach of a term or condition of this Agreement does not waive any other breach of that term or condition or arty breach of any other term or condition of this Agreement. (The remainder of'ria5 page ,vas fief? blank inrenriormnlfyj Page i0 of 11 Pages EN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as of the flay and year first above written. OWNER: CITY OF SOUTHLAKE, TEXAS By: By. By: Pedram Farahnak, P Director of'Public Works Billy Campbell City Manager Rick Stacy Mayor .Address forgiving notices: 1440 Main Street, Suite 320 Southlake, Texas 76092 ENGINEER: CHEATHAM AND ASSOCIATES By: F,ddie Cheatham, P E President Address for giving notices: 1250 E. Copeland Aid. Suite 900 Arlington, TX 76011 ATTEST: City Secretary (Br;glnall oft Originals) ATTEST: Page I I of 11 Pages BASIC SERVICES Attachment °A' The project which is to become a part of this engineering services agreement is as follows: )Proiect No-1 Provide professional services required by CITY for reconstruction and/or rehabilitation of various existing roadways, and various sidewalk improvements. The professional services will consist of provide bid documents and specifications for reconstructing the roadways utilizing one or more of the following methods: • pulverizing existing asphalt material * compacting and stabilizing (if necessary) pulverized material for base section • laying new surface coarse section * minor re- grading of ditches * reconstruction iDf driveway connections +► slurry sealing • slurry sealing with isolated base repairs + milling existing asphalt pavement with 2" HM4C oveTlay + milling existing asphalt pavement with 2" HMAC overlay including isolated base repairs The services do not include preparation of design drawings and/or construction plans. The bid documents will consist of a vicinity map, a pavement design section, and bid proposal. These services will be accomplished by completing the following tasks: Task Flo. 1: Minor design for ditch re- grading, driveway connections, and miscellaneous drainage issues Task No. 2: Minor design for sidewalk impmvements Task No. 3: Preparation of bid documents Task No. 4: Assistance and administration of Bidding Process Task No. S - Construction Phase Services Project No. 2 Provide professional services required by CITY for construction of drainage improvements at for one or all of the following: Location No. 1: T..W. King CMP culvert replacement Location No_ 2: North White Chapel drainage ditch improvements Location No. 3: 5ilverwood drainage improvements The professional services will consist of providing construction plans, bid documents and specifications required for these improvements. BASIC SERVICES Attachment 'B' EINGINEERING FEES: The engi fecmfodzcsobiect projects sha bcmofollo»ns Puojed N*.l - Roadwa and Sidewalk ImpKovements (bmurlvmot'to-meed) Task No. 1: $12,000,00 Task No, %, S 10J000/80 Task No. 3 - Sll500-0D Task No 4: $ 5,500-100 Task No, 5: $15,00000 Project No, 2-Diobsage Improvements (Lump Slim) Total Fee $ 31,700,GO The following is the umoen1rate schedule used tocalculatoJmbfees. Principal -' ... .......... ........... _. ...... -........... 150 00 }rojert Manager ......... ...... -'..,`','..~................ --- ...... S Ito Q0 Project Engineer --....................... -_'_-^..... ........... lOO-OB Registered Surveyor ... ._...................... ....... l8kU0 Graduate Engineer mrETT ....... .......... _........... ....... - ....... $05.00 Gn i `oQTco6n6cbzu-------'_-_--'--_---_----_-s 80 OO Survey Technician mrSlT ........ . ....... --- ........ ........... - ......... S8O,0O [A]] 0nuftummo--~-'--~.....~.-.... S 7080 Construction Observation _.`--....................... ---. ...... '_$ 90j03 AdministrativQ ............................... --A 55�00 388mn Survey Crew ............ .............. '--~-...-~........ 120.00 2BdaoSurvwvCmew --_'_---_...... -- ....... --- ........... 100-00 SPECIAL SERVICES Attachment `C' SURVEYING FEES The surveying fees for the subject project, which include design surveys and construction staking, shall he as follows: Project No. 1 - $ 10,000.00 (hourly not -to- exceed) Project No. 2 $10,380-00 (lump sum fee) TOTAL $20,380.00 Affachment I DI ESTUVUTED CONSTRUCTION COSTS: Project No, 1 - $ 2,200,000 00 Prqject No, 2 - $ 346,000-00 TOTAL 5 2,546,000M SPECIAL SERVICES Attachment `E' Additional Fees :N /A SCHEDULES Attachment ` Forpwjects which an related to clesigj; only tN5 fscal yt�ar; Study and Report Phase complete by Preliminary Resign complete by Final Des complete by Not Ap p licable _. Not Applicable .. January 1, 2005 Construction Phase beginning Febilla 1 2005