Starleaf- CT1508140 Y OF C®PPELL
CONSULTIIIVC EIVCII\\IEERS COATTRAC1T
STATE OF TEXAS S
KNOW ALL BY THESE PRESENTS §
CITY OF COPPELL §
THIS ENGINEERING SERVICES CONTRACT, hereinafter referred to as
"Contract," made, entered into and executed this the day of -AVV t , 2015, by and
between the City of Coppell acting by and through the City Manager with approval of the City
Council hereinafter referred to as "City", and Brown & Gay Engineers, Inc., hereinafter referred to
as "Engineer".
WITNESSETH
WHEREAS, the City desires to contract for Professional Engineering Services, hereinafter
referred to as "Services", in connection with the Starleaf Pump Station Study, hereinafter referred to
as the "Project"; and
WHEREAS, the Engineer is acceptable to the City and is willing to enter into a Contract
with the City to perform the hereinafter defined Services necessary to complete the Project; and
WHEREAS, said Services shall be as defined herein and in the detailed Basic Services,
Attachment A, and Special Services, Attachment B, incorporated herein by attachment and by
reference; and
WHEREAS, this contract shall be administered on behalf of the City by its City Engineer
or his duly authorized representative. The Engineer shall fully comply with any and all instructions
from said City Engineer.
AGREEMENT
NOW, THEREFORE, the City and the Engineer, in consideration of the mutual covenants
and agreements herein contained, do mutually agree as follows:
The City agrees to retain the Engineer, and the Engineer agrees to provide Services in connection
with the Project as defined herein, and for having rendered such Services the City agrees to pay to
the Engineer fee for these Services as mutually agreed. All Services under this Contract shall be
performed under the direct supervision of the City Engineer.
1. Scope of Services,
A. Basic Services: The work tasks and activities to be performed and deliverable to be
provided by the Engineer shall be in accordance with Attachment A, Scope of
Services, including modifications to the Basic Services as mutually agreed to by the
City and the Engineer in accordance with the provisions of this Contract.
B. Additional Services Not Included in Basic Services: When mutually agreed to in
writing by the City and the Engineer, the Additional Services shall be provided by
the Engineer. These Additional Services are not included as a part of Basic Services
and shall be paid for by the City in addition to payment for Basic Services. Should it
be determined that one or more of the requirements of this Contract conflict with the
requirements of the Scope of Services, including modifications to the Scope of
Services or any attachments to this contract; the requirement of the Contract shall
govern.
2. Progress Schedule. Within ten (10) days after receiving Notice to Proceed (NTP) the
Engineer shall submit to the City a Schedule of Services consisting of a listing of the major
Project tasks, the estimated consultant hours required to perform the tasks, the percentage of
the Contract budget estimated to be allocated to each task and a bar chart schedule showing
task beginning and completion dates. Significant milestones for the Project shall be
identified. At a minimum, milestones shall be provided for the submittals described in
Attachment A, Scope of Services: Tasks 1-5, excepting Task 6. Submittal. Based on
Schedule of Services, the City shall compile Attachment D, Project Schedule which shall
become a part of this Contract upon approval of the Engineer and the City. The Engineer
shall provide to the City information to report and monitor the design tasks within the
Project Schedule by completing a 'Design Progress Report" on a form provided by the City.
The Engineer shall complete and provide to the City said report at two week intervals.
3. Compensation.
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A. Basic Services Task 1 Fee: The Engineer shall be paid a fee for Basic Services
under this Contract pursuant to the Fee Schedule described in Attachment A, Scope
of Services. Basic Services Task 1 Fee shall not exceed the lump sum of _Twenty
one thousand and eight hundred dollars ($21,800) provided, however, that
modifications to the Basic Services Task 1, or other conditions defined herein may
necessitate a change of Fee which shall be reduced to writing and approved by the
City or its designee.
B. Basic Services Task 2 Fee: The Engineer should be paid a fee under this Contract
for Basic Services Task 2 pursuant to the Fee Schedule described in Attachment A,
Scope of Services. Basic Services Task 2 Fee shall not exceed the lump sum of Fifty
five thousand dollars ($55,000) provided, however, that modifications to the Basic
Services Part Il, or other conditions defined herein may necessitate a change of Basic
Fee which shall be reduced to writing and approved by the City or its designee.
C. Basic Services Task 3 Fee: The Engineer should be paid a fee under this Contract
for Basic Services Task 3 pursuant to the Fee Schedule described in Attachment A,
Scope of Services. Basic Services Task 3 Fee shall not exceed the lump sum of
Thirty one thousand seven hundred dollars ($31,700) provided, however, that
modifications to the Basic Services Task 2, or other conditions defined herein may
necessitate a change of Basic Fee which shall be reduced to writing and approved by
the City or its designee.
D. Basic Services Task 4 Fee: The Engineer should be paid a fee under this Contract
for Basic Services Task 4 pursuant to the Fee Schedule described in Attachment A,
Scope of Services. Basic Services Task 4 Fee shall not exceed the lump sum of
Eighteen thousand dollars ($18,000) provided, however, that modifications to the
Basic Services Task 2, or other conditions defined herein may necessitate a change
of Basic Fee which shall be reduced to writing and approved by the City or its
designee.
E. Basic Services Task 5 Fee: The Engineer should be paid a fee under this Contract
for Basic Services Task 5 pursuant to the Fee Schedule described in Attachment A,
Scope of Services. Basic Services Task 5 Fee shall not exceed the lump sum of
Eighty one thousand two hundred dollars ($81,200) provided, however, that
modifications to the Basic Services Task 5, or other conditions defined herein may
necessitate a change of Basic Fee which shall be reduced to writing and approved by
the City or its designee
F. Special Services Task 6 Fee: The Engineer should be paid a fee under this Contract
for Basic Services Task 6 pursuant to the Fee Schedule described in Attachment A,
Scope of Services. Basic Services Task 6 Fee shall not exceed the lump sum of
Twenty five thousand dollars ($25,000) provided, however, that modifications to the
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Special Services Task 6, or other conditions defined herein may necessitate a change
of the Special Services Fee which shall be reduced to writing and approved by the
City or its designee.
G. Total Maximum Fee: Total Maximum Fee for this Contract shall be Two hundred
and thirty two thousand and seven hundred dollars ($232,700): The total
maximum lump sum Basic Services Fee, Tasks 1 through 5, shall be Two hundred
and seven thousand and seven hundred dollars ($207,700). The total maximum
Special Services Fee for this contract shall be Twenty five thousand dollars ($
25,000). .
D. Invoices: The Engineer shall submit invoices at not less than thirty (30) calendar
days for Basic and Special Services Tasks on or before the twenty fifth (25th)
calendar day of the month, or the preceding business day if the twenty fifth occurs on
a weekend and/or observed holiday. Payment shall be based on the invoices
submitted to the City, provided that Services completed as indicated in the Design
Progress Reports approved by the City equals or exceeds the increment percentage
requested on the Engineer's invoices. Engineer's invoices to City shall provide
complete information and documentation to substantiate Engineer's charges and
shall be in a form to be specified by the City Engineer. Should additional
documentation be requested by the City Engineer the Engineer shall comply
promptly with such request.
E. Payments: All payments to Engineer shall be made on the basis of the invoices
submitted by the Engineer and approved by the City. Following approval of
invoices, City shall endeavor to pay Engineer promptly, however, under no
circumstances shall Engineer be entitled to receive interest on amounts due. The
City, in compliance with Texas State law, shall process a maximum of one payment
to the Engineer per month. City reserves the right to correct any error that may be
discovered in any invoice whether paid to the Engineer or not, and to withhold the
funds requested by the Engineer relative to the error.
4. Fee Increases. Any other provision in this Contract notwithstanding, it is specifically
understood and agreed that the Engineer shall not be authorized to undertake any Services
pursuant to this Contract requiring the payment of any fee, expense or reimbursement in
addition to the fees stipulated in Article 3 of this Contract, without having first obtained
specific written authorization from the City. The written authorization for additional
Services shall be in the form of a Modification to the Scope of Services approved by the City
Engineer and/or the City Council, if required.
5. Modifications to the Scone of Services. Either the Engineer or the City Engineer may
initiate a written request for a Modification to the Scope of Services when in the opinion of
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the requesting Party, the needs and conditions of the Project warrant a modification. Upon
the receipt of a request by either Party, the Engineer and the City Engineer shall review the
conditions associated with the request and determine the necessity of a modification. When
the Parties agree that a modification is warranted, the Engineer and the City Engineer shall
negotiate the specific modification(s) and any changes in the Total Maximum Fee or Project
Schedule resulting from the modification(s). Approval of a modification shall be in the form
of a written Modification to the Scope of Services which clearly defines the changes to the
previously approved Scope of Services, Fee and/or Project Schedule. Said written
Modification shall be approved by Engineer, authorized by the City Council, if required,
and issued by the City Engineer. Issuance of the approved Scope of Services modification
shall constitute a notice to proceed with the Project in accordance with the modified Scope of
Services. The City Engineer may issue written Modifications to the Scope of Services
without prior approval of the City Council when the modifications are to be accomplished
within the authorized Total Maximum Fee and do not materially or substantively alter the
overall scope of the Project, the Project Schedule or the Services provided by the Engineer.
6. Proiect Deliverables. For each submittal identified in Attachment A, Scope of Services, the
Engineer shall provide the City with one set of reproducibles, one set of bluelines or hard
copy and electronic media of the submittal documents. For any required environmental
assessment, the Engineer shall provide one set of draft and one set of final Environmental
Reports. The Environmental Reports shall be submitted as original reproducibles and on
electronic media. The electronic file may omit photographs and government prepared maps.
If photographs are included in the report they shall be taken with a 35 mm camera or larger
format camera. Color laser copies may be substituted for the original photographs in the
final report.
A transmittal letter shall be included with the Environmental Reports and shall include an
executive summary outlining: a.) Findings of the Reports; b.) Conclusions; c.)
Recommendations; and d.) Mitigation/remediation cost estimates.
7. Proiect Control. It is understood and agreed that all Services shall be performed under the
administrative direction of the City Engineer. No Services shall be performed under this
Contract until a written Notice to Proceed is issued to the Engineer by the City Engineer.
In addition, the Engineer shall not proceed with any Services after the completion and
delivery to the City of the Conceptual Design Submittal, Preliminary Design Submittal, or
the Final PS&E Submittal as described in the Basic Services without written instruction from
the City. The Engineer shall not be compensated for any Services performed after the said
submittals and before receipt of City's written instruction to proceed.
8. Partnering. The City shall encourage participation in a partnering process that involves the
City, Engineer and his or her sub -consultants, and other supporting jurisdictions and/or
agencies. This partnering relationship shall begin at the Pre -Design Meeting and continue
for the duration of this Contract. By engaging in partnering, the parties do not intend to
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create a legal partnership, to create additional contractual relationships, or to in any way alter
the legal relationship which otherwise exists between the City and the Engineer. The
partnering effort shall be structured to draw on the strengths of each organization to identify
and achieve reciprocal goals. The objectives of partnering are effective and efficient contract
performance and completion of the Project within budget, on schedule, in accordance with
the Scope of Services, and without litigation. Participation in partnering shall be totally
voluntary and all participants shall have equal status.
9. Disputes. The City Engineer shall act as referee in all disputes under the terms of this
Contract between the Parties hereto. In the event the City Engineer and the Engineer are
unable to reach acceptable resolution of disputes concerning the Scope of Services to be
performed under this Contract, the City and the Engineer shall negotiate in good faith
toward resolving such disputes. In an effort to resolve any conflicts that arise during the
project, the City and Engineer agree that all disputes between them arising out of or
relating to this Agreement or the Project shall be submitted to nonbinding mediation
unless the parties mutually agree otherwise.
10. Engineer's Seal. The Engineer shall place his Texas Professional Engineers seal on all
engineering documents and engineering data prepared under the supervision of the Engineer
in the performance of this Contract.
11. Liability.,Approval of the Plans, Specifications, and Estimate (PS&E) by the City shall not
constitute nor be deemed a release of the responsibility and liability of Engineer, its
employees, subcontractors, agents and consultants for the accuracy and competency of their
designs, working drawings, tracings, magnetic media and/or computer disks, estimates,
specifications, investigations, studies or other documents and work; nor shall such approval
be deemed to be an assumption of such responsibility by the City for any defect, error or
omission in the design, working drawings, tracings, magnetic media and/or computer disks,
estimates specifications, investigations, studies or other documents prepared by Engineer, its
employees, subcontractors, agents and consultants. Engineer shall indemnify City for
damages resulting from such defects, errors or omissions and shall secure, pay for and
maintain in force during the term of this Contract sufficient errors and omissions insurance in
the amount of $250,000.00 single limit, with certificates evidencing such coverage to be
provided to the City. The redesign of any defective work shall be the sole responsibility and
expense of the Engineer. Any work constructed, found to be in error because of the
Engineer's design, shall be removed, replaced, corrected or otherwise resolved at the sole
responsibility and expense of the Engineer. The parties further agree that this liability
provision shall meet the requirements of the express negligence rule adopted by the Texas
Supreme Court and hereby specifically agree that this provision is conspicuous.
12. Indemnification. Engineer shall indemnify, and hold harmless the City of Coppell, its
officers, agents and employees from any loss, damage, liability or expense, including
reasonable attorney fees, on account of damage to property and injuries, including death, to
all persons, including employees of Engineer or any associate consultant, but only to the
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extent caused by the negligent acts, errors or omissions on the part of Engineer, its
employees, agents, consultants or subcontractors, in performance of this Contract, or any
breach of any obligation under this Contract. It is further understood that it is not the
intention of the parties hereto to create liability for the benefit of third parties, but that this
agreement shall be solely for the benefit of the parties hereto and shall not create or grant any
rights, contractual or otherwise to any person or entity. Neither party shall be obligated to
indemnify the other party's own negligence. The parties further agree that this
indemnification provision shall meet the requirements of the express negligence rule adopted
by the Texas Supreme Court and hereby specifically agree that this provision is conspicuous.
13. Delays and Failure to Perform. Engineer and City understand and are aware that many
factors outside the Engineer's control may affect the Engineer's ability to complete the
services to be provided under this Agreement. The Engineer will perform these services
with reasonable diligence and expediency consistent with sound professional practices
and that any failure of the Engineer to complete the Services of this Contract within the
agreed Project Schedule shall constitute material breach of this Contract. The Engineer
shall be fully responsible for its delays or for failures to use diligent effort in accordance with
the terms of this Contract. Where damage is caused to the City due to the Engineer's failure
to perform in these circumstances, the City may withhold, to the extent of such damage,
Engineer's payments hereunder without waiver of any of City's additional legal rights or
remedies. The Engineer shall not be responsible for delays associated with review periods
by the City in excess of the agreed Project Schedule.
14. Termination of Contract. It is agreed that the City or the Engineer may cancel or
terminate this Contract for convenience upon fifteen (15) days written notice to the other.
Immediately upon receipt of notice of such cancellation from either party to the other, all
Services being performed under this Contract shall immediately cease. Pending final
determination at the end of such fifteen -day period, the Engineer shall be compensated on
the basis of the percentage of Services provided prior to the receipt of notice of such
termination and indicated in the final Design Progress Report submitted by the Engineer and
approved by the City.
15. Personnel Qualifications. Engineer warrants to the City that all Services provided by
Engineer in the performance of this Contract shall be provided by personnel who are
appropriately licensed or certified as required by law, and who are competent and qualified
in their respective trades or professions.
16. Quality Control. The Engineer agrees to maintain written quality control procedures. The
Engineer further agrees to follow those procedures to the extent that, in the Engineer's
judgment, the procedures are appropriate under the circumstances.
17. Ownership. All Engineer's designs and work product under this Contract, including but
not limited to tracings, drawings, electronic or magnetic media and/or computer disks,
estimates, specifications, investigations, studies and other documents, completed or partially
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completed, shall be the property of the City to be used as City desires, without restriction;
and Engineer specifically waives and releases any proprietary rights or ownership claims
therein and is relieved of liability connected with any future use by City. Copies may be
retained by Engineer. Engineer shall be liable to City for any loss or damage to such
documents while they are in the possession of or while being worked upon by the Engineer
or anyone connected with the Engineer, including agents, employees, consultants or
subcontractors. All documents so lost or damaged while they are in the possession of or
while being worked upon by the Engineer shall be replaced or restored by Engineer without
cost to the City. If the City modifies and/or uses the Documents for any reason other
than their intended use, without Engineer's authorization, the Engineer shall be
releases from any liability as a result of such action.
18. Proiect Records and Right to Audit. The Engineer shall keep, retain and safeguard all
records relating to this Contract or work performed hereunder for a minimum period of three
(3) years following the Project completion, with full access allowed to authorized
representatives of the City upon request for purposes of evaluating compliance with
provisions of this Contract. Should the City Engineer determine it necessary, Engineer
shall make all its records and books related to this Contract available to City for inspection
and auditing purposes.
19. Non -Discrimination. As a condition of this Contract, the Engineer shall take all necessary
action to ensure that, in connection with any work under this Contract it shall not
discriminate in the treatment or employment of any individual or groups of individuals on
the grounds of race, color, religion, national origin, age, sex or physical impairment
unrelated to experience, qualifications or job performance, either directly, indirectly or
through contractual or other arrangements.
20. Gratuities. City of Coppell policy mandates that employees shall never, under any
circumstances, seek or accept, directly or indirectly from any individual doing or seeking to
do business with the City of Coppell, loans, services, payments, entertainment, trips, money
in any amount, or gifts of any kind.
21. No Waiver. No action or failure to act on the part of either Party at any time to exercise any
rights or remedies pursuant to this Contract shall be a waiver on the part of that Party of any
of its rights or remedies at law or contract.
22. Compliance with Laws. The Engineer shall comply with all Federal, State and local laws,
statutes, City Ordinances, rules and regulations, and the orders and decrees of any courts, or
administrative bodies or tribunal in any matter affecting the performance of this Contract,
including without limitation, worker's compensation laws, minimum and maximum salary
and wage statutes and regulations, and licensing laws and regulations. When required,
Engineer shall furnish the City with satisfactory proof of compliance therewith.
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23. Severability. In case one or more of the provisions contained in this Contract shall for any
reason be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions hereof and this Contract shall be
construed as if such invalid, illegal or unenforceable provision had never been contained
herein.
24. Venue. With respect to any and all litigation or claims, the laws of the State of Texas shall
apply and venue shall reside in Dallas County.
25. Prior Negotiations. This Contract supersedes any and all prior understandings and
agreement by and between the Parties with respect to the terms of this Contract and the
negotiations preceding execution of this Contract.
26. Contacts. The Engineer shall direct all inquiries from any third party regarding information
relating to this Contract to the City Engineer.
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27. Notification. All notices to either Parry by the other required under this Contract shall be
delivered personally or sent by certified U.S. mail, postage prepaid, addressed to such Party
at the following respective addresses:
City: City of Coppell, Texas
CeRKA T -Y' -75011
1.
Engineer: Bryant Caswell, PE
Brown & Gay Engineers, Inc.
2595 Dallas Parkway, Suite 204
Frisco, TX 75034
IN WITNESS WHEREOF, the City of Coppell, Texas and the Engineer has caused these
presents to be executed by duly authorized representatives on the day and year set forth above.
THE CITY OF COPPELL
BY:
CiTV M a67�
Date: D(v, �5
ATTEST:
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ENGINEER: Brown & Gay Engineers, Inc.
BY:
Name & Title Randy Randermann, PE
Senior Vice President
Date: August 4. 2015
ATTEST:
Brenda Swope
(CORPORATE SEAL)