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ST9902-CS000917, TEAGUE NALL AND PERKINS, INC. MEMORANDUM Date: November 17, 2000 To: Ken Griffin, P.E., Director of Engineering &Public Works City of Coppell, Texas From: Mike Jones Subject: Consulting Engineers Contract - West Sandy Lake Road Enclosed are two (2) copies of the Consulting Engineers Contract for West Sandy Lake Road for your review and comment. I have also enclosed a third copy, which is highlighted to reflect the changes that have been made based upon your first review and our last discussion. I will be glad to meet with you at your convenience to answer questions and/or discuss any comments. In the meantime, should you need any additional information, please give me a call. Thanks, Mike 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 fight 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 f~om 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 Scope 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 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 fxom 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. Page 4 arising under the terms of this Contract to the City Manager or designee. The decision of the City Manager or designee shall be final and binding. An irreconcilable or unresolved dispute shall be considered a violation or breach of contract terms by the Engineer and shall be grounds for termination. Any increased cost incurred by the City arising from such termination shall be paid by the Engineer. 10. Enl~ineer'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, hold harmless and defend the City of Coppell, its officers, agents and employees from any loss, damage, liability or expense, including attorney fees, on account of damage to property and injuries, including death, to all persons, including employees of Engineer or any associate consultant, which may arise from any errors, omissions or negligent act 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. 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. Page 6 13. Delays and Failure to Perform. Engineer understands and agrees that time is of the essence 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 completed, shall be the property of the City to be used as City desires, without restfiction; and Engineer specifically waives and releases any proprietary fights 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. Page 7 18. Project Records and Right to Audit. The Engineer shall keep, retain and safeguard all records relating to this Contract or work performed heretrader 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. 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. Page 8 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. 27. List of Attachments. Attachment "A" Basic Services Attachment "B" Project Scope Attachment "C" Services and Information to Be Provided By the City Attachment "D" Project Schedule Attachment "E" Special Services 28. Notification. All notices to either Party 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 Kenneth M. Griffin, P.E. Director of Engineering & Public Works 255 Parkway Blvd. Coppell, Texas 75019 Engineer: Michael A. Jones, P.E. Teague Nall and Perkins, Inc. 1100 Macon Street Fort Worth, Texas 76102 Page 9 IN WITNESS WHEREOF, the City of Coppell, Texas and the Engineer have caused these presents to be executed by duly authorized representatives on the day and year set forth above. ENGINEER: THE CITY OF COPPELL TEAGUE NALL AND PERKINS~ INC. BY: BY: Mayor Michael A. Jones, P.E., Vice President Date: Date: ATTEST: ATTEST: (CORPORATE SEAL) Page 10 facsimile trans l To: Ken Griffin, P.E. Fax: (972) 304-3570 Mike Martin, P.E. City of Coppell From: Mike Jones Date: 8/3/2000 WEST SANDY LAKE ROAD Re: (Coppell, Texas) Pages: o~, including this cover sheet [] Urgent [] For Review [] For Comment [] Please Reply [] Per Your Request COMMENTS: Ken & Mike, The following is a draft of the Contract and Scope of Services for the West Sandy Lake Road project. I will deliver a hard copy to you this afternoon or tomorrow morning. Please review and let me know when you would be available to meet and discuss your comments. in the meantime, should you need additional information or have any questions, please give me a call. Thanks, Mike Michael A. Jones, P.E. Principal TEAGUE NALL AND PERKINS, INC. 1100 Macon Street Fort Worth, Texas 76102 Ph. (817) 336-5773; Fax (817) 336-2813 Email: mjones@tnp-online.com CITY OF COPPELL CONSULTING ENGINEERS CONTRACT STATE OF TEXAS § KNOW ALL BY THESE PRESENTS CITY OF COPPELL § THIS ENGINEERING SERVICES CONTRACT, hereinafier referred to as "Contract," made, entered into and executed this the day of ., 2000, by and between the City of Coppell acting by and through the Mayor with approval of the City Council hereinafier referred to as "City", and Teague Nall and Perkins, Inc., hereinafter referred to as "Engineer". WITNESSETH WHEREAS, the City desires to contract for Professional Engineering Services, hereinafier referred to as "Services", in connection with the design and construction of WEST SANDY LAKE ROAD (Denton-Tap Road to SH 121), 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 fi'om 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 Servicest A. Basic Services Parts I & II: 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 three design submittals described in Attachment A, Scope of Services: Conceptual Design Submittal, Preliminary Design Submittal, and Final Plans, Specifications, and Estimate (PS&E) 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. Page 2 3. Compensation. A. Basic Services Part I Fee: The Engineer shall be paid a fee for Basic Services Part I under this Contract pursuant to the Fee Schedule described in Attachment A, Scope of Services. Basic Services Part I Fee shall not exceed the lump sum of dollars ($ ) provided, however, that modifications to the Basic Services Part I, 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 Part II Fee: The Engineer should be paid a fee under this Contract for Basic Services Part II pursuant to the Fee Schedule described in Attachment A, Scope of Services. Basic Services Part II Fee shall not exceed the lump sum of dollars ($ ) provided, however, that modifications to the Basic Services Part lI, 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. Total Maximum Fee: Total Maximum Fee for this Contract shall be a lump sum of dollars ($ ): The lump sum Basic Services Part I Fee plus the lump sum Basic Services Part 1I Fee. D. Invoices: The Engineer shall submit invoices at not less than thirty (30) calendar days for Basic Services Part I and/or Basic Services Part II on or before the twenty fifth (251h) 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. Page 3 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 Scope 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 the requesting Party, the needs and conditions of the Project wan'ant 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 mateddally or substantively alter the overall scope of the Project, the Project Schedule or the Services provided by the Engineer. 6. Project 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 sunm~ary outlining: a.) Findings of the Reports; b.) Conclusions; c.) Recommendations; and d.) Mitigation/remediation cost estimates. 7. Project 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 Page 4 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. Partnerin g. The City shall encourage participation in a partnering process t involves tahe City, Engineer and his or her sub-consultants, and other supporting juris t~o~ks and/or~vo_VS'.2,f 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 parreefing 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. The City Engineer may present unresolved disputes arising under the terms of this Contract to the City Manager or designee. The decision of the City Manager or designee shall be fmal and binding. An irreconcilable or unresolved dispute shall be considered a violation or breach of contract terms by the Engineer and shall be grounds for termination. Any increased cost incurred by the City arising from such termination shall be paid by the Engineer. 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, Page 5 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, hold harmless and defend the City of Coppell, its officers, agents and employees from any loss, damage, liability or expense, including attomey fees, on account of damage to property and injuries, including death, to all persons, including employees of Engineer or any associate consultant, which may arise from any errors, omissions or negligent act 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. 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 understands and agrees that time is of the essence 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 f'mal 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. Page 6 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 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. 18. Proi ect 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. Page 7 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 fumish the City with satisfactory proof of compliance therewith. 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. 27. List of Attachments. Attachment "A" Basic Services Attachment "B" Project Scope Attachment "C" Services and Information to Be Provided By the City Attachment "D" Project Schedule ,,x...Attachment "E" Special Services Page 8 28. Notification. All notices to either Party 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 Kenneth M. Griffin, P.E. Director of Engineering & Public Works 255 Parkway Blvd. Coppell, Texas 75019 Engineer: Michael A. Jones, P.E. Teague Nall and Perkins, Inc. 1100 Macon Street Fort Worth, Texas 76102 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. ENGINEER: THE CITY OF COPPELL TEAGUE NALL AND PERKINS~ INC. BY: BY: Mayor Michael A. Jones, P.E., Vice President Date: Date: ATTEST: ATTEST: (CORPORATE SEAL) Page 9 ATTACHMENT "A" BASIC SERVICES The Engineer agrees to render services necessary for the development and completion the Project as outlined herein. The Basic Services to be performed by Engineer under this Contract include the following: A. SCHEMATIC DESIGN 1. When requested by the City, the Engineer shall attend preliminary conferences with authorized representatives of the City regarding the project and such other conferences as may be necessary in the opinion of the City so that the plans and specifications which are to be developed hereunder by the Engineer, will result in providing facilities which are economical in design and conform to instruction from the City. 2. The Engineer shall attend such conferences with officials of other agencies including other engineering and/or surveying firms under contract with the City, as may be necessary in the opinion of the City for coordination of the proposed paving and related improvements with the requirements of such other agencies. It shall be the Engineer's duty hereunder to secure necessary information from such agencies. 3. The Engineer shall advise the City with regard to the necessity for subcontract work such as special surveys, tests, test borings, or other subsurface investigations in connection with design and engineering work to be performed hereunder. The Engineer shall also advise the City concerning the results of same. Such surveys, tests, and investigations shall made only o2_ upon authorization by and at the expense of the City, unless otherwise provided herein. ~ ~:~ 4. During the schematic design phase the Engineer shall coordinate with all utilities as to any ~ proposed utility lines or the need for adjustment to the existing utility lines within the project limits. The information obtained shall be shown on the schematic plans and addressed in the schematic design report. The Engineer shall show on the schematic, preliminary, and final plans the location of the proposed utility lines, existing utility lines, and any adjustments and/or relocation of the existing lines based of information provided by the respective utility company. 5. The Engineer shall provide necessary design field surveys for his use in the preparation of plans and specifications. The Engineer shall also provide sufficient property surveys to prepare the necessary right-of-way document and related exhibit for acquisition of right-of- way with use of Engineer's documents. 6. The Engineer shall supply construction plans to all utility companies, including but not limited to franchised utilities and pipeline companies which have existing and proposed facilities within the limits of the Project. The above mentioned construction plans shall Page 10 consist of the following: one set of schematic plans, one set of dated preliminary plans, and, one set of dated and approved advertising (final) plans. 7. The Engineer shall furnish for City review two (2) copies each of the schematic engineering plans at a scale of 1"=20, and a written report on the project in sufficient detail to indicate clearly the problems involved and the alternate solutions available to the City, to include layouts, preliminary right-of-way needs, opinion of probable cost for each alternate proposed, and the Engineer's recommendation(s). B. PRELIMINARY DESIGN 1. The Engineer shall meet with the City to discuss the schematic design plans and report, and the Engineer will then proceed with preparation of the preliminary design of the project incorporating all comments received from the City and agreed upon by both the City and the Engineer into these plans. 2. The Engineer shall provide detailed design data, profiles, cross-sections where appropriate, opinions of probable cost, and furnish two (2) copies of detailed preliminary design plans for the project to the City for review. The Engineer shall indicate on the plans the location of existing and proposed utilities and storm drains. Storm drainage calculations shall also be provided on the drainage layout sheet in the plans. 3. After receipt of preliminary design review comments from the City, the Engineer shall make all corrections noted and then commence preparation of the final design plans and specification/contract documents. C. FINAL PLANS, SPECIFICATIONS, AND ESTIMATE (P S & E) 1. Incorporating all City review comments from the preliminary design submittal, the Engineer will complete the final plans, prepare contract documents/specifications, and a final opinion of probable cost for the authorized construction units. This shall include summaries of bid items and quantities, but the Engineer does not guarantee that Contractor bids will not vary from such opinion. Each of these items (2 copies each) shall be submitted to the City for final approval. 2. After receipt of final plan/specifications/contract documents review comments from the City, the Engineer shall make all corrections noted and then furnish twenty (20) copies of contract documents and final bid plans to the City for distribution to Contractors for bidding the Project. Contract documents shall contain the Notice to Bidders, Proposal, Wage Rates, Page 11 General and Special Provisions, Special Specifications, Insurance Statement, Payment, Performance, and Maintenance Bonds, and all other required City Contract forms. 3. The original drawings of all plans shall be plotted in ink on approved plastic film sheets, or as otherwise approved by the City Engineer, and shall become the property of the City. City may use such dra~vings in any manner it desires provided, however, that the Engineer shall not be liable for the use of such drawings for any project other than the project described herein. 4. The Engineer shall determine the fight-of-way and easement needs necessary for the construction of the project and furnish same to City. The Engineer shall provide the necessary land survey, Deed and Abstract Records search, fight-of-way exhibit and description of the single property parcel to be acquired for this project. D. CONSTRUCTION ADMINISTRATION. 1. The Engineer will assist the City in the advertisement for bids--prepare Notice to Bidders for required newspaper advertising --and place notice with Texas Contractor magazine and Dodge Report. 2. The Engineer will attend a pre-bid meeting if deemed necessary by the City. 3. The Engineer shall assist in the tabulation and review of all bids received for the construction of the improvements, and shall make recommendations to the City concerning these bids. At any time during the construction of this project, the Engineer shall advise on special review shop drawings required of the Contractor by the Construction Contract(s). Such review shall be for general conformance with the design concept and general compliance with the plans and specifications under the Construction Contract(s). 4. After selection of Contractor(s) and award of contract(s) by the City, the Engineer will assist in the preparation of contract documents, including contract, performance, payment, and maintenance bonds and all other related City forms required to initiate construction on the project(s). 5. Engineer will arrange a pre-construction conference with City staff, Contractor(s), and all affected utility companies. 6. Engineer will provide periodic field representation and will monitor construction progress as often as Engineer deems necessary. However, once every two (2) weeks the Engineer shall attend a scheduled meeting with the project inspector and the Contractor(s) to discuss the Page 12 construction progress. A written report shall be provided to the City after each of these bi- weekly meetings. '7. 21~ ,Engineer will consult and advise the City regarding the need for any contract change orders and will prepare change orders as required for City approval. ~g. tl .Engineer will be available for interpretation of plans and specifications as may be required by the Contractor(s) in the field. t)/°The Engineer will, with assistance from the City Inspector on the project(s), prepare and process monthly and final pay requests from the Contractor(s) to the City. ,I,0. Engineer will provide, in conjunction with the City, a final inspection of the project and provide a "punch list" of deficient items to the Contractor(s). ~Engineer will revise construction drawings as necessary to adequately reflect any revisions in the construction from that which was represented on the plans and/or specifications. Engineer will provide the City with one (1) set of mylar reproducible "Record Drawings" within 30 days after the completion of the project including updated digital files of the new construction for use in the City's computerized mapping system. Page 13 ATTACHMENT "B" PROJECT SCOPE West Sandy Lake Road (Denton-Tap Road to SH 121 ) The Basic Services will be rendered by the Engineer, as ' in Attachment "A", based upon the Project Scope as outlined herein: 1. The project will be designed as a ~ 4-lane roadway, with a dividing median where possible to create a boulevard street section. (~--I~,~.. 2. The project will include the design of improved storm drainage facilities along the roadway, based upon City's standard requirements and cdteda. 3. The design of water and sanitary sewer improvements will be limited to (adjustments in the vertical and/or horizontal alignment of. the r'~ ( 4. An Environmental Assessment and/or Report is not anticipated and will, ~' therefore, not be required for this project. 5. Geotechnical investigations will be performed for the project to include: a. Subsurface explorations (up to 21 borings); b. Laboratory testing on soil samples; and c. Engineering report to present the results of the field and laboratory data, together with an analysis of the results and recommendations for earthwork, bridge foundations, pavement subgrade, pavement thickness and design, and pavement construction. 6. The west limits of the project, near SH 121, will be established through coordination with the Texas Department of Transportation (TxDOT). No i rov men s are ~nticipated within TxDOT right-of-way for SH 121 ~xr.~pL /7. The project will be designed with a minimum right-of-way width of ninety (90) feeLJ Additional right-of-way and/or easement acquisition is anticipated from up to ! ~ individual parcels or tracts of land~e~~(4 Sidewalks will be included along both sid_~ of the proposed .,, hike & bike trailtl will be included along Sandy Lake Roadof RGa~ ,",'~,~d-, t: Concepts for hike &bike trails and sidewalk locations will be developed during the Schematic Design phase. The minimum width for a standard sidewalk is five (5) feet; the minimum width for a hike & bike trail is six (6) feet. 9. The project will be designed and constructed in two (2) phases. Phase 1 limits will be from SH 121 to approximately State Road (future Freeport Parkway). Phase 2 limits will be from approximately State Road to Denton-Tap Road. A separate set of plans and contract documents will be required for each phase. 10. A tree survey of all trees within or immediately adjacent to the existing and/or future right-of-way will be prepared in accordance with the City's Tree Ordinance. 11. Concepts for various roadway alignments and street cross-sections will be developed and evaluated during the Schematic Design phase, with the intent of saving as many trees as possible and to avoid having to relocate the existing TXU overhead transmission line. 12. The project will include the design of a new bridge at Cottonwood Creek. The proposed improvements and enhancements will be styled similar to the recent bridge improvements on Denton-Tap Road at Denton Creek. 13. The project will include the design for TXU conduit and streetlight pole foundations. This work will be included in the plans and specifications, and will be installed and constructed as part of the City's construction contract for the project. 14. Pavement enhancements will be included at the intersections of Coppell Road South, Coppell Road North, State Road (future Freeport Parkway), and Royal Lane as follows: a. Coppell Road South - paver bands across each leg of intersection b. Coppell Road North - paver bands across each leg of intersection c. State Road (future Freeport Parkway) - full paver intersection d. Royal Lane - paver bands across each leg of intersection 15. A Conditional Letter of Map Revision (CLOMR) and a Letter of Map Revision (LOMR) will be prepared for the proposed bridge and channel improvements at Cottonwood Creek. 16. An application for a Section 404 Permit, included an appropriate Mitigation Plan, will be prepared and submitted to the Corps of Engineers (COE) for improvements within any "Waters of the U.S.", such as at Cottonwood Creek. Coordination with the COE will be provided to determine the extent of impacted "waters" and the proper permit required. 17. Simple modular or "one-step" stacked-block retaining walls will be used wherever possible (for wall heights under 3-4 feet). Structural retaining walls will be designed for wall heights in excess of four (4) feet. Concrete retaining walls will be designed to include an enhanced brick or stone veneer fac;ade on all exposed surfaces. 18. Utility coordination with effected Franchise Utility and/or Pipeline Companies will be established during the Schematic Design phase and maintained throughout the duration of the project. This effort will include regular coordination meetings throughout design and construction of the project. 19. Existing utility lines and related facilities will be located initially as part of the design field surveys, based upon field-locates and other information provided by the utility companies. Additional field ties will be provided at "critical" locations along the project during the Preliminary Design phase, based upon actual "pot-hole" information performed by the City or the respective utility companies. 20. Complete traffic signal ization improvements will be designed and included at the intersections of Coppell Road South (3-leg intersection), Coppell Road North (3-leg intersection), State Road or future Freeport Parkway (4- leg intersection) and Royal Lane (3-leg intersectio inr~i'he signal system will include the development of a communications in rconnect plan and timing plans. w ~' F~ co,,,,/,v;'4-~ 21. Concepts for alignment and/or intersection geometric improvements will be prepared and evaluated during the Schematic Design phase for the portion of the project between Cottonwood ,Drive and Branchwood Trail. 22. An access/traffic management plan, related to median openings and tuming movements at various side street and commercial driveway intersections, will be developed during the Schematic Design phase. The plan will provide median openings at approximately 500-foot intervals, where practical. 23. The project will include il'signage and pavement marking improvements in Streets and HighwaysO.,4J2., 0.,,"'~ 24. Repair or modification of existing irrigation systems will be included in the project scope. The Contractor's responsibility and scope of work related to the repair, modification and workability of existing irrigation systems within the right-of-way will be clearly outlined in the specifications 'and contract documents. 25. New irrigation systems will be included for proposed lawn and landscape improvements within median areas only. Irrigation for proposed lawn and/or landscape improvements within parkway areas will be the responsibility of the property owners and/or Home Owners Associations adjacent to the roadway. 26. Landscape and streetscape improvements will be included in the Project. These improvements will include: a. Monument-type entrance sign near the west end of the project. This sign will be designed in accordance with the established design for other entrance signs in the City. b. Intersection enhancements. c. Enhanced treatments for bridge railings, abutments ~ culvert headwallso.-J- e {v~A ,~r,~'l,,~{J: e~b~,t,,,N,e, d. Planting schemes for medians and right-of-way. e. Irrigation systems for medians. Separate plans and specifications will be prepared for the proposed landscape improvements. One (1) set for Phase 1 and ;a second set for Phase 2 of the Project. 27. Side-street improvements will be included, to the ex[ent necessary to re- establish appropriate roadway grades and drainage patterns along the project. 28. A traffic control plan will be prepared to establish desired treffic flow during each phase of construction. ATTACHMENT "C" SERVICES & INFORMATION TO BE PROVIDED BY THE CITY West Sandy Lake Road (Denton-Tap Road to SH 121 ) The City will provide or make available the following services and information (if available), as requested by the Engineer: 1. Projected tuming movement and through traffic counts for all ~ street o '~' , intersections. ~ ~ 2. Design traffic volumes to be used for design of Project. ~ 3. Data that the City has on file concerning the project, if available. (i.e., environmental documents, utility information, public headng transcripts, cost estimates, etc.) 4. Full information regarding requirements for the Project, including a program, which sets forth the City's objectives, schedules, budgets, constraints and criteria. 5. Prompt written notice if the City becomes aware of any fault or defect in the Project or non-conformance in the performance of the Engineer. 6. Available interface data for any projects adjacent to this project, including as-built plans. 7. Any standardized or preferred information such as an example cost estimate, a general notes master file, a sample specification list, and related hard copy documentation for the Engineer's use in preparing preliminary estimates, general notes, and specifications. 8. Available and applicable paper prints of design standards, and a diskette with any available design files containing a sample title sheet, plan-profile sheet, plan sheet, quantity sheet, standard construction details and storm water pollution prevention/erosion control details. 9. Existing right-of-way plans, plats and/or easements for Sandy Lake Road and adjacent properties. 10.Any geotechnical information that may be available for Sandy Lake Road or surrounding areas. 11. Available horizontal and vertical control points. 12. Copies of all franchise utility agreements. 13. Assistance in obtaining required data and information from other local, regional, State and Federal agencies. 14. Timely reviews and decisions necessary in order to permit the Engineer to maintain an agreed upon project schedule. 15. Assistance in coordination/negotiation with franchise utility companies regarding relocation of their facilities. 16. Construction management and inspection, including a community liaison, for project. 17. A Media Spokesperson. ATTACHMENT "D" PROJECT SCHEDULE West Sandy Lake Road (Denton-Tap Road to SH 121 ) ATTACHMENT "E" SPECIAL SERVICES West Sandy Lake Road (Denton-Tap Road to SH 121) Special Services associated with the Project which may be authorized by the City may include, but not necessarily be limited to, the following: 1. The design of paving and drainage improvements for Royal Lane (west half of roadway/south-bound lanes) from Sandy Lake Road south to improved roadway section (approximately 1,350 LF).