Item 4ECITY OF
SOUTH LAKE
MEMORANDUM
(March 3, 2015)
To: Shana Yelverton, City Manager
From: Robert H. Price, P.E., Director of Public Works
Subject: Approve an Agreement for Engineering Services with
TranSystems Corporation for the FM 1938 Phase II widening
roadway project Construction Phase Services in the amount of
$60,000
Action
Requested: Approve an Agreement for Engineering Services with TranSystems
Corporation for the FM 1938 Phase II widening roadway project
Construction Phase Services in the amount of $60,000
Background
Information: The Texas Department of Transportation (TxDOT) will begin
construction on the FM 1938 Phase II widening roadway project in
March 2015. The project will require construction phase services
and this agreement for engineering services agreement with
TranSystems Corporation allows for them to provide the necessary
services to the cites of Southlake and Keller. TranSystems
Corporation will assist in providing clarifications to the design,
responding to requests for information, and field adjustments, as
needed. TranSystems was the design engineer for the FM1938
Phase 2 roadway project.
FM 1938 is a joint project of the Cities of Southlake and Keller, the
Town of Westlake, Tarrant County, the Texas Department of
Transportation (TxDOT), and the Regional Transportation Council
(NCTCOG — RTC). On August 23, 2007, the Texas Department of
Transportation executed Minute Order #111060 designating FM
1938 onto the state highway system from the intersection of
Southlake Blvd (FM 1709) to the intersection of State Highway 114.
This action allows available state and federal funds to be used for
construction of the roadway. Phase I of the FM 1938 project, from
SH 114 to the Randol Mill Bend is located in the Town of Westlake.
Construction of Phase I is complete, up to and including the
intersection of FM 1938 and Randol Mill Bend.
The City of Keller has agreed to participate in the cost sharing of
the construction phase services with Transystems Corporation
through an interlocal agreement. The cost share is as follows:
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Item 4E
City of Southlake Participation (78.7%) $47,220
City of Keller Participation (21.3%) $12,780
$60,000
Financial
Considerations: Funding for this agreement has been allocated in the previously
approved Capital Improvements Program Budget of $4,125,000.
Strategic Link: The construction of FM1938 Phase II links to the city's strategy
map relative to the focus areas of Infrastructure and Mobility. The
specific corporate objectives that are met by the construction of this
project include providing travel convenience within the City and
region, collaborate with select partners to implement service
solutions, invest to provide & maintain high quality public assets.
The Critical Business Outcome for this project is CB05 — Optimize
resources through collaboration and partnerships to reduce costs
and add service value.
Citizen Input/
Board Review: N/A
Legal Review: N/A
Alternatives: The City Council may approve, amend or deny the Agreement for
Engineering Services with TranSystems Corporation.
Supporting
Documents: Location Map
Agreement for Engineering Services
Staff
Recommendation: Approve an Agreement for Engineering Services with TranSystems
Corporation for the FM 1938 Phase II widening roadway project
Construction Phase Services in the amount of $60,000
Staff Contact: Robert H. Price, P.E., Public Works Director
Cheryl Taylor, P.E., Deputy Director of Public Works/City Engineer
Alejandra Ayala, P.E., Civil Engineer
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AGREEMENT FOR ENGINEERING SERVICES
THIS AGREEMENT is made this day of , 2015 by and
between the City of Southlake, Texas (hereinafter referred to as "CITY"), and
TranSystems Corporation (hereinafter referred to as "ENGINEER").
WHEREAS, CITY contemplates the need for Construction Phase Services for
the FM 1938 Phase II Widening roadway project. This project is to be known as the
Construction Services for FM 1938 and hereinafter referred to as the "Project".
WHEREAS, ENGINEER is qualified, able, and desirous of performing the
necessary engineering work upon which the Project is based and is willing and able to
work with CITY staff to organize and coordinate the professional services necessary to
complete the Project.
NOW, THEREFORE, CITY engages ENGINEER to perform, and ENGINEER
agrees to perform, the engineering work for the Project, as more fully described herein
below, and CITY agrees to pay as compensation, and ENGINEER agrees to accept as
compensation, the payments on the dates and in the amounts herein specified, all in
accordance with the terms more fully set out below and as provided in Attachment A
which is attached hereto and incorporated by reference as if fully set forth herein.
I. ARTICLE
ENGINEERING SERVICES
A. Scope of Work
ENGINEER will provide the supervision, direction, personnel and equipment to
perform the engineering Services outlined in Attachment A in accordance with the
terms set forth in this Agreement and in Attachment B.
B. Definitions.
Services refers to the professional services performed by ENGINEER pursuant
to this Agreement.
C. Changes.
CITY, without invalidating the Agreement, may order changes within the general
scope of the work required by the Agreement by altering, adding to and/or deducting
from the work to be performed. If any change causes an increase or decrease in
ENGINEER's cost of, or the time required for, the performance of any part of the
Services under the Agreement, an equitable adjustment will be made by mutual
agreement and this Agreement shall be modified in writing accordingly.
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D. Coordination With Owner.
The CITY shall make available to ENGINEER for use in performing Services
hereunder all existing plans, maps, field notes, statistics computations and other data in
the CITY's possession relative to existing facilities and to the Project.
E. Site and Local Conditions.
ENGINEER has the right to examine the site in order to become acquainted with
local conditions and accepts conditions at the site unless otherwise noted in writing to
the CITY. Any coordination or scheduling of work by CITY shall not relieve ENGINEER
from its responsibilities specified hereunder. Necessary arrangement for access to any
site by ENGINEER's employees will be made with CITY.
F. Assignment and Subcontractors/Third Party Rights.
The rights and obligations covered herein are personal to each party hereto and
not to any third party and for this reason neither this Agreement nor any contract
hereunder shall be assigned by either party in whole or in part; nor shall ENGINEER
subcontract any of its obligations under this Agreement without the prior consent of
CITY.
G. Independent Contractor.
ENGINEER covenants and agrees that it will perform the work hereunder as an
independent contractor, and not as an officer, agent, servant, or employee of CITY; that
ENGINEER shall have exclusive control of and exclusive right to control the details of
the work performed hereunder, and all persons performing same, and shall be solely
responsible for the acts and omissions of its officers, agents, employees, contractors,
subcontractors, and consultants, that the doctrine of respondent superior shall not apply
as between CITY and ENGINEER, its officers, agents, employees, contractors,
subcontractors, and consultants, and nothing herein shall be construed as creating a
partnership orjoint enterprise between CITY and ENGINEER.
H. Disclosure.
By signature of this contract, ENGINEER warrants to CITY that it has made full
disclosure in writing of any existing conflicts of interest or potential conflicts of interest,
including personal financial interests, direct or indirect, in property abutting the proposed
Project and business relations with abutting property owners. ENGINEER further
warrants that it will make disclosure in writing of any conflicts of interest that develop
subsequent to the signing of this contract and prior to final payment under the contract.
Finally, Engineer warrants that it has submitted to the City a completed Conflicts of
Interest Questionnaire as required by Chapter 176 of the Texas Local Government
Code.
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Approval by CITY.
Approval by CITY of this Agreement shall not constitute or be deemed to be a
release of the responsibility and liability of ENGINEER, its officers, agents, employees,
and subcontractors for the accuracy and competency of the Services performed under
this Agreement, including but not limited to surveys, designs, working drawings and
specifications and other engineering documents.
Such approval shall not be deemed to be an assumption of such responsibility
and liability by CITY for any negligent act, error, or omission in the performance of
ENGINEER's professional services or in the conduct or preparation of the subsurface
investigations, surveys, designs, working drawings and specifications or other
engineering documents by ENGINEER, its officers, agents, employees and
subcontractors, it being the intent of the parties that approval by CITY signifies the
CITY's approval of only the general design concept of the Improvements to be
constructed.
J. Indemnification.
ENGINEER SHALL AND DOES HEREBY AGREE TO INDEMNIFY AND HOLD
HARMLESS CITY, ITS OFFICERS, AGENTS, AND EMPLOYEES FROM ANY AND
ALL DAMAGES, LOSS OR LIABILITY OF ANY KIND WHATSOEVER, BY REASON
OF DEATH OR INJURY TO PROPERTY OR PERSON CAUSED BY ANY OMISSION
OR NEGLIGENT ACT OF ENGINEER, ITS OFFICERS, AGENTS, EMPLOYEES,
INVITEES, OR OTHER PERSONS FOR WHOM IT IS LEGALLY LIABLE, WITH
REGARD TO THE PERFORMANCE OF THIS CONTRACT, AND ENGINEER WILL, AT
ITS COST AND EXPENSE, DEFEND, PAY ON BEHALF OF, AND PROTECT CITY
AND ITS OFFICERS, AGENTS, AND EMPLOYEES AGAINST ANY AND ALL SUCH
CLAIMS AND DEMANDS.
K. No Third Party Beneficiary.
For purposes of this Agreement, including its intended operation and effect, the
parties specifically agree and contract that: (1) this Agreement only affects
matters/disputes between the parties to this Agreement, and is in no way intended by
the parties to benefit or otherwise affect any third person or entity, notwithstanding the
fact that such third person or entities may be in a contractual relationship with CITY and
ENGINEER, or both; and (2) the terms of this Agreement are not intended to release,
either by contract or operation of law, any third person or entity from obligations they
owe to either CITY or ENGINEER.
L. Successors and Assigns.
CITY and ENGINEER each bind themselves and their successors, executors,
administrators and assigns to the other party to this Agreement and to the successors,
executors, administrators and assigns of such other party with respect to all covenants
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of this Agreement. Neither CITY nor ENGINEER shall assign or transfer its interest in
this Agreement without prior written consent of the other.
II. ARTICLE
CITY'S RESPONSIBILITIES
CITY will:
1. Provide full information as to CITY's requirements for the Project;
2. Assist ENGINEER by placing at ENGINEER's disposal all information in
CITY's control or knowledge which is pertinent to the Project, including
executed right-of-way easements and final field survey data;
3. Examine all work presented by ENGINEER and respond within
reasonable time and in writing to the material submitted by ENGINEER;
4. Pay all costs incident to advertising for obtaining bids or proposals from
Contractors;
5. Give prompt written notice to ENGINEER whenever CITY observes or
otherwise becomes aware of any defect in ENGINEER's work or in
Contractor's work;
6. Designate in writing a person to act as its representative with respect to
this Agreement, such person having complete authority to transmit
instructions, receive information, and make or interpret the CITY's
decisions;
7. Provide all information and criteria as to the CITY's requirements,
objectives, and expectations for the Project including all numerical criteria
that are to be met and all standards of development, design, or
construction.
8. Provide to the ENGINEER all previous studies, plans, or other documents
pertaining to the Project and all new data reasonably necessary in the
ENGINEER's opinion, such as site survey and engineering data,
environmental impact assessments or statements, zoning or other land
use regulations, etc., upon all of which the ENGINEER may rely; and
9. Arrange for access to the site and other private or public property as
required for the ENGINEER to provide its services.
10. Provide any other information or assistance as outlined in Attachment A
hereto.
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III. ARTICLE
COMPENSATION FOR ENGINEERING SERVICES
The CITY shall compensate ENGINEER for services rendered under this
Agreement, in accordance with the following:
For the completion of the work contemplated in Attachment A, the ENGINEER
shall be paid a lump sum fee (as outlined in Attachment B) of $60,000 as billed monthly
by ENGINEER.
IV. ARTICLE
TIMES OF BILLING AND PAYMENT
The ENGINEER shall bill CITY monthly for costs incurred in accordance with the
work performed provided the limits set out in Article III hereof have not been exceeded.
Payment shall be due within thirty (30) days of receipt by CITY of a properly prepared
and correct invoice from ENGINEER. ENGINEER's invoices shall be accompanied by
such records or other written proof as CITY deems necessary to verify the billings.
Remittances shall be made to ENGINEER's office at TranSystems Corporation, 500
West 7'h Street, Suite 1100, Fort Worth, Texas 76102.
If CITY fails to make payment due ENGINEER within thirty (30) days of the day
when payment for services and expenses is due under the terms of this Agreement,
ENGINEER shall be entitled to interest on such unpaid sums at the rate provided in
Chapter 2251 of the Texas Government Code.
V. ARTICLE
ADDITIONAL ENGINEERING SERVICES
In addition to performing the engineering services set out in Article I, hereof,
ENGINEER agrees to perform additional services as requested by CITY from time to
time and CITY agrees to compensate ENGINEER for such services in accordance with
ENGINEER's standard hourly fee (see Exhibit C) as determined by the actual costs
incurred and by actual time expended, such services to be one or more of the following:
Make or prepare detailed description of sites, maps, or drawings related
thereto and outside the scope of the Project;
2. Appearances before courts or boards on matters of litigation or hearings
related to the Project;
3. Preparation of environmental impact assessments or statements for any
governmental agency;
4. Miscellaneous engineering work for CITY not related to the Project;
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5. To provide resident project construction inspection, unless such inspection
is not required, in writing, by the CITY;
6. Other services agreed to by the parties in writing attached hereto as
Attachment B and incorporated herein.
VI. ARTICLE
STANDARD OF CARE
In performing its professional services, the ENGINEER will use that degree of
care and skill ordinarily exercised, under similar circumstances, by reputable members
of its profession in the same locality at the time the services are provided. No warranty,
express or implied, is made or intended by the ENGINEER's undertaking herein or its
performance of services, and it is agreed that the ENGINEER is not a fiduciary with
respect to the CITY.
VII. ARTICLE
PERIOD OF SERVICE
This Agreement shall be effective upon execution by CITY and ENGINEER, and
shall remain in force until work is completed on the Project or until terminated under the
provisions hereinafter provided in Article VIII.
VIII. ARTICLE
TERMINATION
The CITY may terminate this Agreement at any time for convenience or for any
cause upon ten (10) days written notice to the ENGINEER. Upon receipt of such notice
the ENGINEER shall immediately discontinue all services and work and the placing of
all orders or the entering into contracts for supplies, assistance, facilities, and materials
in connection with the performance of this Agreement and shall proceed to cancel
promptly all existing contracts insofar as they are chargeable to this Agreement.
The ENGINEER, upon termination, shall be paid for all services rendered
through the date of termination together with any additional reimbursable expense then
due.
IX. ARTICLE
OWNERSHIP OF DOCUMENTS
All completed or partially completed reports prepared under this
Agreement, including the original drawings in both paper and electronic
formats, shall become the property of CITY if this Agreement is
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terminated. Upon completion and payment of the contract, the final
design, drawings, specifications and documents in both paper and
electronic formats shall be owned by CITY.
2. Reuse, change or alteration by CITY or others acting by or on behalf of
CITY of such documents without the permission of ENGINEER shall be at
CITY's sole risk.
X. ARTICLE
INSURANCE
ENGINEER shall carry and maintain at all times relevant hereto, at ENGINEER's
expense, insurance of the type and of minimum coverage limits as follows:
1. Workers Compensation - Statutory Employer's Liability - Limits as required
by the State of Texas.
2. Comprehensive General Liability, Bodily Injury and Property Damage
including contractual liability in a combined single limit - $500,000 per
occurrence.
3. Comprehensive Automotive Liability, Bodily Injury and Property Damage
in a combined single limit - $1,000,000 per accident.
Certificates of insurance for the above coverage in a form acceptable to CITY,
evidencing the coverage required above, shall be provided to CITY upon execution of
this Agreement. Such certificates shall provide that the insurer will give CITY not less
than ten (10) days notice of any material changes in or cancellation of coverage. In the
event any subcontractor of ENGINEER, with or without CITY's consent, provides or
renders services under this Agreement, ENGINEER shall ensure that the
subcontractor's services are covered by the same insurance limits as set forth above.
ENGINEER shall not commence work under this Agreement until it has obtained
Professional Liability (Errors and Omissions) Insurance as required hereunder and such
insurance coverage has been approved by CITY. Such insurance shall be in the
minimum amount of $1,000,000 and shall include coverage of Contractually Assumed
Liability. The insurance coverage prescribed herein shall be maintained until one (1)
year after CITY's acceptance of the construction project and shall not be canceled
without prior written notice to CITY. In this connection, upon the signing and return of
this Agreement by ENGINEER, a Certificate of Insurance shall be furnished to CITY as
evidence that the insurance coverage required herein has been obtained by
ENGINEER, and such certificate shall contain the provision that such insurance shall
not be cancelled or modified without thirty (30) days prior written notice to CITY.
ENGINEER shall notify CITY within ten (10) days of any modification or alteration in
such Professional Liability (Errors and Omissions) Insurance.
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XI. ARTICLE
AUTHORIZATION, PROGRESS AND COMPLETION
CITY and ENGINEER agree that the Construction Phase Services is planned
to be completed upon final acceptance of the FM 1938 Phase II Widening roadway
project by TxDOT. ENGINEER shall employ manpower and other resources, and use
professional skill and diligence to meet the schedule; however, ENGINEER shall not be
responsible for schedule delays resulting from conditions beyond its control. By mutual
agreement, CITY and ENGINEER may modify the Project schedule during the course of
the Project and if such modifications affect ENGINEER's compensation, it shall be
modified accordingly, subject to CITY's approval.
It is understood that this Agreement contemplates full and complete engineering
services for this Project, including any and all Services necessary to complete the work.
For additional Engineering Services, the authorization by CITY shall be in writing and
shall include the definition of the services to be provided, the schedule for commencing
and completing the services, and the basis for compensation as agreed upon by CITY
and ENGINEER.
XII. ARTICLE
NOTICE
Any notice required under this Agreement will be in writing and given either
personally, by registered or certified mail, return receipt requested, or by a nationally
recognized overnight courier service, addressed to the parties as follows:
If to CITY: Shana Yelverton
City Manager
City of Southlake
1400 Main Street, Suite 460
Southlake, Texas 76092
Phone: 817-748-8400
Fax: 817-748-8010
If to ENGINEER: Raul Pena III, P.E.
Senior Vice President
TranSystems Corporation
500 West 7'h Street, Suite 1100
Fort Worth, Texas 76102
Phone: (817) 339-8950
All notice shall be effective upon the date of receipt.
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XIII. ARTICLE
SEVERABILITY
In the event that any provision of this Agreement shall be found to be void or
unenforceable, such finding shall not be construed to render any other provisions of this
Agreement either void or unenforceable. All provisions, which are void or
unenforceable, shall not substantially affect the rights or obligations granted to or
undertaken by either party.
XIV. ARTICLE
VENUE -LAW
Venue of any suit or cause of action under this Agreement shall lie exclusively in
Tarrant County, Texas. This Agreement shall be construed in accordance with the laws
of the State of Texas.
IN WITNESS WHEREOF the parties have caused this Agreement to e executed
in two equal originals on the date and year first above mentioned.
CITY OF SOUTHLAKE
By:
John Terrell, Mayor
ATTEST:
By:
City Secretary
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ENGINEER:
Raul Pena III, P.E., Senior Vice President
THE STATE OF TEXAS §
COUNTY OF TARRANT §
Before me on this day personally appeared known to me [or
proved to me on the oath of or through
(description of identity card or other document)] to be the person whose name is
subscribed to the foregoing instrument and that he/she is the duly authorized
of , and acknowledged
to me that he/she executed the same for the purposes and consideration therein
expressed.
we
Given under my hand and seal of office this day of ,
(SEAL) Notary Public, State of Texas
Notary's Name Printed
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ATTACHMENT A
SERVICES TO BE PROVIDED BY THE ENGINEER
The City of Southlake (hereinafter to be referred to as the City) has commissioned the services of
TranSystems, Inc. (hereinafter to be referred to as the Engineer) to serve as the Engineer on this
project. The Texas Department of Transportation (hereinafter to be referred to as TxDOT) will
require special coordination as the project will be let through the TxDOT letting system.
Construction Phase Services
The Engineer shall provide Construction Phase Services at the written request of the
TxDOT and/or the City. These services may include:
• Attend preconstruction meeting.
• Attend partnering meeting
• Respond to contractor requests for information (RFI)
• Review contractor shop drawings
• Attend field meetings and make visits to site
• Answer contractor and area engineer questions throughout construction
• Prepare plan revisions when needed to address changed conditions or other requested
field changes
• Calculate quantities and assist the area engineer in preparing change orders
• Other miscellaneous duties related to the project Engineering
For these Services, we will provide the following deliverables:
• RFI responses.
• Meeting notes and agenda sheets as required.
• Notes of field visits.
• Revised plans as required.
1
ATTACHMENT B
Payment For Basic Services. As compensation for the performance of the Basic Services rendered by
TRANSYSTEMS, the CITY shall compensate TRANSYSTEMS on a time and material basis in accordance with the
Schedule of Rates (attached as Exhibit C) an amount not to exceed $60,000.00.
For Reimbursable Expenses in connection with Basic Services The CITY shall pay TRANSYSTEMS for all
"Reimbursable Expenses" incurred by TRANSYSTEMS in connection with the Basic Services. For purposes of this
Agreement, "Reimbursable Expenses" are those costs and expenses incurred by TRANSYSTEMS in connection with
the performance of the Services under this Agreement, including, but not limited to, the costs and expenses incurred
by TRANSYSTEMS for travel, reproduction, mailing costs, computer time, supplies and materials, taxes,
transportation, telephone or communications, independent professional associates, CONSULTANTS,
SUBCONSULTANTS and any other expense items.
TranSystems' Schedule of Rates and Expenses. TRANSYSTEMS' initial Schedule of Rates is attached hereto
as Attachment C. The rates provisions set forth on this initial Schedule of Rates shall be the rates provisions in effect
from the date of this Agreement until December 31 of this year. TRANSYSTEMS will revise the Schedule of Rates
annually and will submit the revised Schedule of Rates to the CITY in December of each year that this Agreement is
in effect and such revised Schedule of Rates shall automatically become effective with regard to this Agreement and
the Services performed under this Agreement on January 1st of the next calendar year.
TranSystems Corporation
® 4stems Schedule of Hourly Rates for 2015
Fort Worth Office
Exhibit C
Classification
Principal/Engineer V
PLC •d•
PR & E5
Rate
$270
Classification
Three -Person Survey Crew
PLC code
3M
Rate
$202
Engineer IV
E4
$205
Two -Person Survey Crew
2M
$143
Civil Engineer V
EC5
$280
Inspector V
15
$291
Civil Engineer IV
EC4
$205
Inspector IV
14
$116
Civil Engineer III
EC3
$154
Inspector III
13
$102
Civil Engineer II
EC2
$120
Inspector II
12
$81
Civil Engineer I
EC1
$98
Inspector 1
11
$62
Technician V
T5
$148
Administrator Manager IV
A4
$225
Technician IV
T4
$120
Administrator III
A3
$157
Technician III
T3
$105
Administrator II
A2
$85
Technician II
T2
$78
Administrator I
Al
$61
Technician I
T1
$65
Clerical III
C3
$79
Surveyor V
S5
$156
Clerical II
C2
$69
Surveyor IV
S4
$136
Clerical I
C1
$54
Surveyor III
S3
$93
Surveyor II
S2
$70
Surveyor
S1
$60
• Sub -contracted labor, material testing equipment, printing and technical photography, and all other direct job costs to be
paid at cost.
• Vehicle mileage to be paid at the current IRS rate per mile.
• The rates set forth on this initial Schedule of Rates shall be the rates provisions in effect from the date of this Agreement
until December 31, 2015. TranSystems will revise the Schedule of Rates annually and will submit the revised Schedule of
Rates which shall automatically become effective with regard to this Agreement and the Services performed under this
Agreement on January 1st of the next calendar year.
Rtschedule. FW2015xxxxxx