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Service Agreement: Dunham Engineering, LLC.City of Coppell Public Works Department Routing Sheet for Approval of Contracts and Agreements Vendor Name: Dunham Engineering, LLC Date: 11/18/2021 Contracted Work /Project: Wagon Wheel Elevated Tank Rehab Design Explanation: Professional services to provide design and construction management for Wagon Wheel Tank rehe 0 0 0 0 Council Approved. Yes / No If yes, Date: 10/26/2021 Budget Approved: Yes / No Bond Ethics Certificate Required: Yes / No If Yes, Copy is Attached: Yes / No Proceeds ® New Vendor ® Existing Vendor ® Renewing Contract Routing Sequence: 1. Employee initiating contract/agreement: Kumar Gali (Include W-9 & CIQ form if vendor is not in system.) 2. Supervisor Authorization: Initials Date KG 11/18/ 3. Purchasing Manager/Technician: (Signature needed only if vendor is new to system or contract has been changed since last time used) 4. Director of Public Works Authorization: Kent Collins' 5. Deputy City Manager Authorization: Comments: 6. City Manager: Comments: Traci Leach/Vicki Chiavetta �C // / ,2/ Mike Land 7. Originals back to Administrative Manager: Kyra Jansen 8. Copy of contract/agreement to Jennifer Miller: DYES / NOQ PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF COPPELL, TEXAS, AND DUNHAM ENGINEERING, LLC. FOR THE WAGON WHEEL COMPOSITE ELEVATED STORAGE TANK REPAIR & REPAINTING PROJECT This Agreement for Professional Services, hereinafter called "Agreement," is entered into by the City of Coppell, Texas, a municipal corporation, duly authorized to act by the City Council of said City, hereinafter called "City," and Dunham Engineering, LLC., a Texas corporation, acting through a duly authorized officer, hereinafter called "Consultant," relative to Consultant providing professional services to City. City and Consultant when mentioned collectively shall be referred to as the "Parties." WITNESSETH: WHEREAS, City desires to obtain professional engineering services in connection with the WAGON WHEEL COMPOSITE ELEVATED STORAGE TANK REHABILITATION PROJECT, hereinafter called "Project"; For the mutual promises and benefits herein described, City and Consultant agree as follows. 1. Term of Agreement. This Agreement shall become effective on the date of its execution by both Parties, and shall continue in effect thereafter until terminated as provided herein. 2. Services to be Performed by Consultant. The Parties agree that Consultant shall perform such services as are set forth and described in Exhibit A - Scope of Services and incorporated herein as if written word for word. All services provided by Consultant hereunder shall be performed in accordance with the degree of care and skill ordinarily exercised under the same or similar circumstances by competent members of their profession in the locality. In case of conflict in the language of Exhibit A and this Agreement, this Agreement shall govern and control. Deviations from the Scope of Services or other provisions of this Agreement may only be made by written agreement signed by all Parties to this Agreement. 3. Prompt Performance by Consultant. Consultant shall perform all duties and sefvices and make all decisions called for hereunder promptly and without unreasonable delay as is necessary to cause Consultant's services hereunder to be timely and properly performed. Notwithstanding the foregoing, Consultant agrees to use diligent efforts to perform the services described herein and further defined in any specific task orders, in a manner consistent with these task orders; however, the City understands and agrees that Consultant is retained to perform a professional service and such services must be bound, first and foremost, by the principles of sound professional judgment and reasonable diligence. 4. Compensation of Consultant. City agrees to pay to Consultant for satisfactory completion of all services included in this Agreement a total fee of Eighty-five thousand dollars ($85,000) for the Project as set forth and described in Exhibit B — Compensation/Pricin2 Schedule and incorporated herein as if written word for word. Lump sum fees shall be billed monthly based on the percentage of completion. Hourly not to exceed fees shall be billed monthly based on hours of work that have been completed. Direct Costs for expenses such as mileage, copies, scans, sub -consultants, and similar costs are included in fees and shall be billed as completed. PROFESSIONAL SERVICES AGREEMENT PAGE 1 OF 7 Consultant agrees to submit statements to City for professional services no more than once per month. These statements will be based upon Consultant's actual services performed and reimbursable expenses incurred, if any, and City shall endeavor to make prompt payments. Each statement submitted by Consultant to City shall be reasonably itemized to show the amount of work performed during that period. If City fails to pay Consultant within sixty (60) calendar days of the receipt of Consultant's invoice, Consultant may, after giving ten (10) days written notice to City, suspend professional services until paid. Nothing contained in this Agreement shall require City to pay for any work that is unsatisfactory as reasonably determined by City or which is not submitted in compliance with the terms of this Agreement. The Scope of Services shall be strictly limited. City shall not be required to pay any amount in excess of the original proposed amount unless City shall have approved in writing in advance (prior to the performance of additional work) the payment of additional amounts. 5. City's Obligations. City agrees that it will (i) designate a specific person as City's representative, (ii) provide Consultant with any previous studies, reports, data, budget constraints, special City requirements, or other pertinent information known to City, when necessitated by a project, (iii) when needed, assist Consultant in obtaining access to properties necessary for performance of Consultant's work for City, (iv) make prompt payments in response to Consultant's statements, and (v) respond in a timely Fashion to requests from Consultant. Consultant is entitled to rely upon and use, without independent verification and without liability, all information and services provided by City or City's representatives. 6. Ownership and Reuse of Documents. Upon completion of Consultant's services and receipt of payment in full therefore, Consultant agrees to provide City with copies of all materials and documents prepared or assembled by Consultant under this Agreement and City may use them without Consultant's permission for any purpose relating to the Project. Any reuse of the documents not relating to the Project shall be at City's risk. Consultant may retain in its files copies of all reports, drawings, specifications and all other pertinent information for the work it performs for City. 7. City Objection to Personnel. If at any time after entering into this Agreement, City has any reasonable objection to any of Consultant's personnel, or any personnel, professionals and/or consultants retained by Consultant, Consultant shall promptly propose substitutes to whom City has no reasonable objection, and Consultant's compensation shall be equitably adjusted to reflect any difference in Consultant's costs occasioned by such substitution. 8. Insurance. Consultant shall, at its own expense, purchase, maintain and keep in force throughout the duration of this Agreement applicable insurance policies. Consultant shall submit to City proof of such insurance prior to commencing any work for City. 9. Indemnification. CONSULTANT DOES HEREBY COVENANT AND AGREE TO RELEASE, INDEMNIFY AND HOLD HARMLESS CITY AND ITS OFFICIALS, OFFICERS, AGENTS, REPRESENTATIVES, EMPLOYEES AND INVITEES FROM AND AGAINST LIABILITY, CLAIMS, SUITS, DEMANDS AND/OR CAUSES OF ACTION, (INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEY'S FEES AND COSTS OF LITIGATION), WHICH MAY ARISE BY REASON OF DEATH OR INJURY TO PROPERTY OR PERSONS BUT ONLY TO THE EXTENT OCCASIONED BY THE NEGLIGENT ACT, ERROR OR OMISSION OF CONSULTANT, ITS OFFICIALS, OFFICERS, AGENTS, EMPLOYEES, PROFESSIONAL SERVICES AGREEMENT PAGE 2 OF 7 INVITEES OR OTHER PERSONS FOR WHOM CONSULTANT IS LEGALLY LIABLE WITH REGARD TO THE PERFORMANCE OF THIS AGREEMENT. IN THE EVENT THAT CITY AND CONSULTANT ARE CONCURRENTLY NEGLIGENT, THE PARTIES AGREE THAT ALL LIABILITY SHALL BE CALCULATED ON A COMPARATIVE BASIS OF FAULT AND RESPONSIBILITY AND THAT NEITHER PARTY SHALL BE REQUIRED TO DEFEND OR INDEMNIFY THE OTHER PARTY FOR THAT PARTY'S NEGLIGENT OR INTENTIONAL ACTS, ERRORS OR OMISSIONS. 10. Notices. Any notices to be given hereunder by either Party to the other may be affected either by personal delivery, in writing, or by registered or certified mail to the following addresses: Dunham Engineering, LLC. Joseph A. Seiter, PE Engineering Manager 6102 Imperial Loop College Station, TX 77845 City of Coppell Kent Dallass, P.E. 265 Parkway Blvd Coppell, TX 75019 11. Termination. The obligation to provide further services under this Agreement may be terminated by either Party in writing upon thirty (30) calendar days' notice. In .the event of termination by City, Consultant shall be entitled to payment for services rendered through receipt of the termination notice. 12. Sole Parties and Entire Agreement. This Agreement shall not create any rights or benefits to anyone except City and Consultant, and contains the entire agreement between the Parties. Oral modifications to this Agreement shall have no force or effect. 13. Assignment and Delegation. Neither City nor Consultant may assign their rights or delegate their duties without the written consent of the other Party. This Agreement is binding on City and Consultant to the extent permitted by law. Nothing herein is to be construed as creating any personal liability on the part of any City officer, employee or agent. 14. Texas Law to Apply; Successors; Construction. This Agreement shall be construed under and in accordance with the laws of the State of Texas. It shall be binding upon, and inure to the benefit of, the Parties hereto and their representatives, successors and assigns. Should any provisions in this Agreement later be held invalid, illegal or unenforceable, they shall be deemed void, and this Agreement shall be construed as if such provision had never been contained herein. 15. Conflict of Interest. Consultant agrees that it is aware of the prohibited interest requirements of the City Charter and the City's Code of Ordinances and will abide by the same. Consultant agrees that it is further aware of the vendor disclosure requirements set forth in Chapter 176, Local Government Code, as amended, and will abide by the same. In this connection, a lawful representative of Consultant shall execute the Conflict of Interest Questionnaire, Form CIQ. 16. Venue. The Parties herein agree that this Agreement shall be enforceable in Coppell, Texas, and if legal action is necessary to enforce it, exclusive venue shall lie in Dallas County, Texas. PROFESSIONAL SERVICES AGREEMENT PAGE 3 OF 7 IT Mediation. In the event of any disagreement or conflict concerning the interpretation of this Agreement, and such disagreement cannot be resolved by the signatories hereto, the signatories agree to submit such disagreement to non-binding mediation. 18. Prevailing Party. In the event a Party initiates or defends any legal action or proceeding to enforce or interpret any of the terms of this Agreement, the prevailing party in any such action or proceeding shall be entitled to recover its reasonable costs and attorney's fees (including its reasonable costs and attorney's fees on any appeal). 19. Signatories. City warrants and represents that the individual executing this Agreement on behalf of City has full authority to execute this Agreement and bind City to the same. Consultant warrants and represents that the individual executing this Agreement on its behalf has full authority to execute this Agreement and bind Consultant to same. IN WITNESS WHEREOF, the Parties, having read and understood this Agreement, have executed such in duplicate copies, each of which shall have full dignity and force as an original, on the 17th day of November, 2021. Dunham Engineering, LLC. By: Signature CITY By: Joseph A. Seiter Printed Name Printed Name En in�gManager Title Title 11/17/2021 Date Date PROFESSIONAL SERVICES AGREEMENT PAGE 4 OF 7 Exhibit A - Scope of Services Wagon Wheel Composite Elevated Storage Tank Repair & Repainting Project PHASE I —DESIGN, ADVERTISEMENT &AWARD ENGINEER will meet with the CITY to discuss the findings of the elevated tank evaluation and discuss best value options to rehabilitate the tank. Preliminary estimate of probable construction cost is $1.129 million to complete rehabilitate the tank, including replacing the interior and exterior coatings and making miscellaneous structural repairs. The ENGINEER agrees to prepare the design, produce engineering plans and specifications, prepare the contract documents, advertise for bids to selected contractors and recommend award of a lump sum construction contract to complete the PROJECT for the CITY. Design services shall include: • Selection of appropriate protective coating systems and surface preparation standards. • Design of all required structural details. • Design of any upgrades/improvements needed to meet current TCEQ and OSHA Regulations, including hatches and vents. • Design of appropriate containment system to ensure public nuisance is prevented and adjacent power lines are properly insulated, de -energized, and/or avoided. • Coordinate closely with the CITY to ensure communications equipment is removed, relocated or protected during the PROJECT. The ENGINEER agrees to provide a draft set of contract documents to the CITY for review and approval no later than 15 days after receiving NTP for PHASE I. The ENGINEER agrees to finalize the documents and advertise the PROJECT to selected contractors for bids within 15 days after receipt of CITY's comments and approval. It is anticipated that design will commence in 2021 and construction will commence in 2022. The CITY agrees to advertise in the newspaper of record as required by State procurement requirements. The ENGINEER agrees to attend apre-bid meeting and pre-bid site visit, answer questions fr om bidders, respond to RFIs and prepare addenda as needed. The ENGIN EER agrees to assist the CITY in opening and reviewing bids and recommending a contractor for award. PHASE II- CONSTRUCTION ENGINEERING &MONITORING (CEM) The ENGIN EER agrees to periodically inspect the contractor during the construction period to ensure contract compliance. Inspections will be perfor�rred at specified hold -points to provide excellent quality assurance at a reasonable price. Typical hold -points for this type of project are identified below: • All welding and structural repairs completed prior to painting. PROFESSIONAL SERVICES AGREEMENT PAGE 5 OF 7 • Reinforcement and forms properly installed prior to placing concrete • Electronic/communications equipment removed or protected • Containment erection completed. • Surface contaminants removed (if required). • Blast profile obtained and degree of blast completed • Prime coat completed. • Stripe coat completed. • Intermediate coat completed. • Finish coat completed. • Holiday detection test of interior completed. • Cure test of interior completed. • Confirmation of demobilization and site cleanup prior to final payment. The ENGINEER agrees to process Contractor progress payments and recommend payment by the CITY. The ENGINEER agrees to prepare and process Contract Change Orders as required during the course of the construction contract and respond to RFIs. The ENGINEER agrees to attend periodic construction progress meetings to update the CITY as to quality, budget and schedule performance. The ENGINEER agrees to conduct a final inspection of the PROJECT and to recommend final payment for the CONTRACTOR when the PROJECT is completed. The ENGINEER agrees to schedule and conduct cone -year warranty inspection of the PROJECT prior to the end of the warranty period and to coordinate completion of any required warranty repairs. PROFESSIONAL SERVICES AGREEMENT PAGE 6 OF 7 Exhibit B — Compensation/Prieing Schedule Fees include all costs associated with navel, labor, insurance, tools and equipment. ➢ Phase I — Design, Advertisement &Award • Lump sum fee of $40,000 o 25% due when Draft Documents provided to the City o 25% due when Final Documents provided to the City o 25% after completion of Pre -Bid Meeting and any required responses. o 25% due when Contractor recommended for award ➢ Phase II — Construction Engineering &Monitoring (CEM) • Lump sum fee of $45,000 o 25% when Contractor mobilizes o 25% when Contractor is 50% complete o 25% when Contractor is 75% complete o 25% when Contractor is substantially complete Total Engineering &Inspection Fees: $85,000 Engineering & Inspection fees as a percent of estimated construction cost: 7.5% PROFESSIONAL SERVICES AGREEMENT PAGE 7 OF 7 o CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDi r T r V) 10/5/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: T the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Arthur J. Gallagher Risk Management Services, Inc. P.O. Box 649 Mount Vernon NY 10552 INSURED HMTHOLD-01 Dunham Engineering LLC a division of HMT LLC 19241 David Memorial Drive, Suite 150 Woodlands TX 77385 rrnioonr_Gc CERTIFICATE ILII IMRPR• 11An9FQAAA Alice Lara KtI; 860-418-5337 slice larano aio.com AFFORDING COVERAGE rance Insurance Co f73�11�iL�I.l.11li�l:l�:il THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF MMIDD POLICY EXP MMIDD LIMITS B X COMMERCIAL GENERAL LIABILITY Y IEPICB81­190001 4/1/2021 4/1/2022 EACH OCCURRENCE $100009000 CLAIMS -MADE OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ 500,000 MED EXP (Any one person) $ 25,000 PERSONAL & ADV INJURY $1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2,000,000 POLICY � JECOT- 171 LOC F1 OTHER: I $ A AUTOMOBILE LIABILITY Y AS5-691448833-111 4/1/2021 4/1/2022 COMBINED SINGLE LIMIT Ea accident $130006000 X ANY AUTO BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ OWNED SCHEDULED AUTOS ONLY AUTOS HIRED X NON -OWNED ONLY AUTOS ONLY XI PROPERTYDAMAGE R Or accident) $ $AUTOS C UMBRELLA LIAB OCCUR Y FFX203170011 4/1/2021 4/1/2022 EACH OCCURRENCE $10,000,000 X rJ EXCESS LIAB CLAIMS -MADE AGGREGATE $ 10,0001000 DED I I RETENTION $ $ A A WORKERS COMPENSATION AND EMPLOYERS'LIABILITY YIN ANYPROPRIETORIPARTNER/EXECUTIVE M OFFICERIMEMBER EXCLUDED? (Mandatory in NH) N / A WA5-69D-448833-101 WC5-691-448833-131 4/1/2021 4/1/2021 4/1/2022 4/1/2022 X STATUTE EERH E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 B Contractors Pollution Liability Professional Liability IEPICB81­190001 4/1/2021 4/1/2022 Pollution Llab. Occur Pollution Llab Agg. Prof. Liab, Per Claim $110003000 $2,0001000 $19000,000 DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached If more space Is required) Certificate holder is included as an Additional Insured excluding Workers' Compensation, Employers' Liability as required by written contract, but subject to the policy terms, conditions and exclusions and as permitted by law. All policies include a Waiver of Subrogation In favor of the certificate holder as required by written contract, but subject to the policy terms, conditions and exclusions and as permitted by law. General Liability, Automobile Liability, Employers Liability are included as underlying policies under the Umbrella policy. The City of Oklahoma City and its' Trusts are additional insureds on General Liability, Auto Liability and Umbrella as required per written contract., TE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: LOC W ADDITIONAL REMARKS SCHEDULE Page of AGENCY Arthur J. Gallagher Risk Management Services, Inc. NAMED INSURED HMT LLC 19241 David Memorial Drive; Suite 150 The Woodlands, TX 77385 POLICY NUMBER CARRIER NAIC CODE EFFECTIVE DATE: 04/01/2020 ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD