ST9801-CS 981125FREESE - NICHOLS
LETYER OF TRANSMITTAL
1900-1990
1896-1969
TO: City of Coppert
255 Parkway Blvd.
P.O. Box 478
Coppell, TX 75019-4409
ATTENTION: Kenneth M. Griffin, PE
We are sending you X Attached [] Under Separate Cover VIA
the following items:
[] Plans [] Specifications [] Shop Dwg.__
F1 Reports [] Diskette(s) X Other
DATE: November 25, 1998
PROJECT:
Coppell Road & Bike Trail
OFF98041/C6~ ~ ~
COPIES
DESCRIFIION
Copy of Agreement for Professional Services
These are transmitted for your:
X Use [] Review & Cornmere
[] Approval [] Distribution to Parties
[] Record [] Other
Remarks:
Response
Copies to:
By:
for: T~c~ H.~
FREESE AND NICHOLS · 1341 W. MOCKINGBIRD LANF~ SUITE 230E · DALLAS, TEXAS 752474922
TELEPHONE: 214-920-2500 · FAX: 214-920-2565
AGREEMENT FOR PROFESSIONAL S ICES
STATE OF TEXAS §
COUNTY OF DALLAS §
COPY
This AGREEMENT is entered into by Coppeli Recreation Development Cornoration, hereinafter called ."OWNER'
and Freese and Nichols, Inc., hereinafter called "FNI". In consideration of the AGREEMENTS herein, the parties
agree as follows:
EMPLOYMENT OF FNI: In accordance with the terms of this AGREEMENT: OWNER agrees to
employ FNI; FNI agrees to perform professional services in connection with the Project; OWNER agrees
to pay to FNI compensation. The Project is described as follows:
Copyell Road Hike and Bike Trail From
Westminster Way to Sandy Lake Road
SCOPE OF SERVICES: FNI shall render professional services in connectiori' ~vith Project as set forth
in Attachment SC - Scope of Services and Responsibilities of OWNER which is attached to and made a
part of this AGREEMENT.
COMPENSATION: OWNER agrees to pay FNI for all professional services rendered under this
AGREEMENT in accordance with Attachment CO - Compensation which is attached hereto and made a
part of this AGREEMENT.
TERMS AND CONDITIONS OF AGREEMENT: The Terms and Conditions of Agreement as set
forth as Attachment TC shall govern the relationship between the OWNER and FNI.
Nothing under this AGREEMENT shall be construed to give any rights or benefits in this AGREEMENT to anyone
other than OWNER and FNI, and all duties and responsibilities undertaken pursuant to this AGREEMENT will be
for the sole and exclusive benefit of OWNER and FNI and not for the benefit of any other party.
This AGREEMENT constitutes the entire AGREEMENT between OWNER and FNI and supersedes all prior
written or oral understandings.
This contract is executed in two counterparts.
IN TESTIMONY HEREOF, they have executed this AGREEMENT, the day of
,1998.
ArrEST:
OWNER
By:
ATFEST:
U:~OFF980~l~t~pell-pafta%lnil-ptoposal.,.,tpd
(F~i)~2NIC?, INC.
By: · '~~
ATTACHMENT SC
SCOPE OF SERVICES AND RESPONSIBILITIES OF OWNER
ARTICLE I
BASIC SERVICES: FNI shall render the following prot~ssional services in connection with the development of
the Project:
A. Upon execution of this AGREEMENT, FNI shall provide professional services in this
DESIGN PHASE:
phase as follows:
1. Prepare plans and specifications for the construction of a 10 foot wide hike and bike trail from
Westminster to Sandy Lake Road along the east side of Coppelt Road.
2. The trail plans and specifications will be incorporated into the construction documents prepared for
the Coppell Road paving, drainage and water line improvement project.
3. Thep~answi~~inc~udeintersecti~ndetal~sandsignagef~rthetrai~inadditi~nt~thepIanandpr~~e
and cross section drawings that will also show the trail.
4. Include the hike and bike trail in the opinion of probable construction cost for the paving, drainage
and water line improvement project for Coppell road.
ARTICLE II
ADDITIONAL SERVICES: Additional Services to be performed by FNI, if authorized by OWNER, which are
not included in the above described basic services, are described as follows:
A,
E,
Field Surveying required for the preparation of designs, drawings and plans.
Field layouts or the furnishing of construction line and grade surveys.
Making property, boundary and right-of- way surveys, preparation of easement and deed descriptions, including
title search and examination of deed records in addition to those required by the Coppell Road Paving,
Drainage and Water Line Improvement Project.
Investigations involving consideration of operation, maintenance and overhead expenses, and the preparation
of rate schedules, earnings and expense statements; feasibility studies, appraisals, evaluations, assessment
schedules, and material audits or inventories required for certification of force account construction performed
by OWNER.
Preparing applications and supporting documents for government grants, loans, or planning advances and
providing data for detailed applications.
SC-1
F. liroviding shop, mill, field or laboratory inspection of materials and equipment.
G. Preparing Operation and Maintenance Manuals or conducting operator training.
H. Preparing data and reports fbr assistance to OWNER in preparation tbr hearings be/bre regulatory agencies,
courts, arbitration panels or any mediator, giving testimony, personally or by deposition, and preparations
therelbre beibre any regulatory agency, court, arbitration panel or mediator.
I. Furnishing the services of a Resident Project Representative to act as OWNER's on-site representative during
the Construction Phase.
J. Assisting OWNER in claims disputes with Contractor(s).
K. Performing investigations, studies and analyses of substitutions of equipment and/or materials or deviations
from the plans and specifications. '
L. Assisting OWNER in the defense or prosecution of litigation in connection with or in addition to tho~ services
contemplated by this AGREEMENT. Such services, if any, shall be furnished by FNI on a fee basis
negotiated by the respective parties outside of and in addition to this AGREEMENT.
M. Providing environmental support services including the design and implementation of ecological basefine
studies, environmental monitoring, impact assessment and analyses, permitting assistance, and other assistance
required to address environmental issues.
N. Providing construction phase services in addition to those services provided under the contract for the Coppea
Road Paving, Drainage, and Waterline Improvement Project.
ARTICLE !II
TIME OF COMPLETION: FNI is authorized to commence work on the Project upon execution of this
AGREEMENT and agrees to complete the services in accordance with the following schedule:
Preliminary Layout, Intersection Details and Culvert Crossing
50% Construction Documents for the Trail
Final Plans
12-1-98
12-10-98
1-11-99
FNI reserves the right to extend the completion schedule due to OWNER's delays. Additional compensation may
be requested by FNI if project is unduly prolonged due to delays beyond the control of FNI.
SC-2 OWNER
ARTICLE IV
RESPONSIBILITIES OF OWNER: OWNER shall pertbrm the Ibllowing in a timely manner so as not to delay
the services of FNI:
D,
Designate in writing a person to act as OWNER's representative with respect to the services to be rendered
under this AGREEMENT. Such person shall have contract authority to transmit instructions, receive
information, interpret and define OWNER's policies and decisions with respect to FNI's services for the
Project.
Provide all criteria and full information as to OWNER's requirements for the Project, including design
objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and
any budgetary limitations; and furnish copies of all design and consauction standards which OWNER will
require to be included in the plans and specifications. ,
Assist FNI by placing at FNI's disposal all available information pertinem to the Project including previous
reports and any other data relative to design or construction of the Project.
Arrange for access to and make an provisions for FNI to enter upon public and private property as required
for FNI to perform services under this AGREEMENT.
Examine all studies, reports, sketches, drawings, specifications, proposals and other documents presented by
FNI, obtain advice of an attorney, insurance counselor and other consultants as OWNER deems appropriate
for such examination and render in writing decisions pertaining thereto within a reasonable time so as not to
delay the services of FNI.
Furnish approvals and permits from all governmental authorities having jurisdiction over the Project and such
approvals and consents from others as may be necessary for completion of the Project.
OWNER shall make or arrange to have made all subsurface investigations, including but not limited to borings,
test pits, soil resistivity surveys, and other subsurface explorations. OWNER shall also make or arrange to
have made the interpretations of data and reports resulting from such investigations. All costs associated with
such investigations shall be paid by OWNER.
Provide such accounting, independent cost estimating and insurance counseling services as may be .required
for the Project, such legal services as OWNER may require or FNI may reasonably request with regard to
legal issues pertaining to the Project including any that may be raised by Contractor(s), such auditing service
as OWNER may require to ascertain how or for what purpose any Contractor has used the moneys paid
under the construction contract, and such inspection services as OWNER may require to ascertain that
Contractor(s) are complying with any law, rule, regulation, ordinance, code or order applicable to their
furnishing and performing the work.
OWNER shall determine, prior to receipt of consauction bid, if FNI is to furnish Resident Project
Representative service so the Bidders can be informed.
SC-3 OWNER
L,
M,
Ii: OWNER designates a person to serve in the capacity of Resident Project Representative who is not FNI
or FNI's agent or employee, the duties, responsibilities and limitations of authority of such Resident Project
Representative(s) will be set forth in an Attachment attached to and made a part of this AGREEMENT
before the Construction Phase of the Project begins. Said attachment shall also set tbrth appropriate
modifications of the Construction Phase services as defined in Attachment SC, Article I, C, together.with such
adjustment of compensation as appropriate.
Attend the pre-bid conference, bid opening, preconstmction conferences, construction progress and other job
related meetings and substantial completion inspections and final payment inspections.
Give prompt written notice to FNI whenever OWNER observes or otherwise becomes aware of any
development that affects the scope or timing of FNI's services, or any defect or nonconformance of the work
of any Contractor.
Furnish, or direct FNI to provide, Additional Services as stipulated in Attachment SC, Article 1I of this
AGREEMENT or other services as required.
N. Bear all costs incident to compliance with the requirements of this Article IV.
SC4 OWNER
ATTACHMENT CO
COMPENSATION
LUMP SUM WITH ADDITIONAL WORK BASED ON HOURLY RATES
Basic Services: Compensation to FNI tbr the Basic Services in Attachment SC shah be the lump sum of
$ 7,500.00. If FNI sees the Scope of Services changing so that additional services are needed, including but
not limited to those services described as Additional Services in Attachment SC, FNI will notify OWNER for
OWNER's approval be/bre proceeding. Additional Services shall be computed based on the Schedule of
Charges.
B. Schedule of Charpes for Additional Work:
POSITION MIN MAX
PRINCIPAL 115 165
GROUP MANAGER 83 150
SENIOR ENGINEER 90 115
ENGINEER (PE) 65 100
ENGINEER (EIT) 40 85
ELECTRICAL ENGINEER 65 110
MECHANICAL ENGINEER 65 95
ENVIRONMENTAL SCIENTIST 50 98
ARCHITECT 65 114
DESIGNER 44 90
TECHNICIAN 40 62
OPERATIONS ANALYST 56 75
WORD PROCESSING/SECRETAR/AL 35 55
CONTRACT ADMINISTRATOR 35 44
CO-OP 18 35
The ranges and individual salaries will be adjusted annually.
EXPENSES
P!ottin~ Printimt
Bond $ 6.00 per plot Bluelinesallacklines $0.65 per square foot
Color $10.00 per plot Offset and Xerox Copies $0.15 per side copy
Vellum $13.50 per plot Binding $2.50 per book
Mylar $20.00 per plot Tape Binding $1.00 per book
Travel
$0.325 per mile
OTHER DIRECT EXPENSES
Other direct expenses are reimbursed at actual cost times multiplier of 1.10. They include outside printing and
reproduction expense, communication expense, travel, transportation and subsistence away from Dallas and other
miscellaneous expenses directly related to the work, including costs of laboratory analysis, tests, and other work
required to be done by independent persons other than staff members.
CO-I OWNER
TERMS AND CONDITIONS OF AGREEMENT
ATTACHMENT TC
8-20-96
DEFINITIONS: The term Owner as used herei. refers to Coppell Recreation Department CorporatiOn
The term FNI as used herein refers to Freese and Nichols, Inc., its employees and agents; also its subcontractors and their
employees and agents. As used herein, Services refers to the professional services performed by Freese and Nichols pursuant
to the AGREEMENT.
CHANGES: Owner, without invalidating the AGREEMENT, may order changes within the general scope of the WORK
required by the AGREEMENT by altering, adding to and/or deducting from the WORK to be performed. ff any change
under this chuse causes an increase or decrease in FNrs cost of~ or the time required for, the performance of any par~ of the
Services under the AGREEMENT, an equitable adjustment will be made by mutual agreement and the AGREEMENT
modified in writing accordingly.
3. TERMINATION: The obligation to provide services under this AGREEMENT may be terminated by either party upon
ten days' written notice. In the event of termination, FNI will be paid for all services rendered and reimbursable expenses
incurred to the date of termination and, in addition, all reimbursable expenses directly attributable to termination.
4. CONSEQUENTIAL DAMACES: In no event shall FNI or its subcontractors be liable in contract, tort, slrict liabili~,
warranty, or otherwise for any special, indirect, incidental or consequential damages, such as loss of product, loss of use of
the equipment or system, loss of anticipated profits or revenue, non-operation or increased expense of operation or other
equipment or systems.
5. INFORMATION FURNISHED BY OWNER: Owner will assist FNI by placing at FNFs disposal all available infonnadon
pertinent to the Project including previous reports and any other data relative to design or construction of the Project. FNI
shall have no lhbility for defects or negligence in the Services attributable to FNrs reliance upon or use of data, design
criteria, drawings, specifications or other information furnished by Owner and Owner agrees to indenmify and hold FNI
harmless from any and all claims and judgments, and all losses, costs and expenses arising therefrom. FNI shall disclose to
Owner, prior to use thereof~ defects or omissions in the data, design criteria, drawings, specifications or other information
furnished by Owner to FNI that FN'I may reasonably discover in its review and inspection thereof.
INSURANCE: FNI shall provide to Owner certificates of insurance which shall contain the following minimum coverage
(All limits in thousands):
Commen:ial General Liability
General Aggregate
$2,0O0
Workers' Compensation
Each Accident $500
Automobile Liability (Any Auto)
CSL $1,000
Professional Liability
$3,000 Annual Aggregate
SUBCONTRACTS: If; for any reason, at any time during the progress of providing Services, Owner determines that
any subcontractor for FNI is incompetent or undesirable, Owner will notify FNI accordingly and FNI shall take
immediate steps for cancellation of such subcontract. Subletting by subcontractors shall be subject to the same
regulations. Nothing contained in the AGREEMENT shall create any contnctual relation between any subconn'actor
and Owner.
OxA'NERSHIP OF IN3CLvMIh'qTS: AH drawings, reports anm and other project information developed in the execution
of the Services provided under this AGREEMENT shall be the property of the Owner upon payment of FNrs fees for
services. FNI may retain copies for record purposes. Owner agrees such documents are not intended or represented to
be suilable for reuse by Owner or others. Any reuse by Owner or by those who obtained said doctnnents from Owner
without written verification or adaptation by FNI will be at Owner's sole risk and without liability or legal exposure to
FNI, or to FNrs independent associates or consultants, and Owner shah indemnify and hold harmless FNI and FNrs
independent associates and consultants from ah claims, damages, losses and expenses including attorneys' fees arising
out of or resulting therefrom. Any such verification or adaptation will entitle FNI to further reasonable compensation.
FNI may reuse all drawings, report dam and other project information in the execution of the Services provided under
this AGREEMENT in FNI's other activities. Any reuse by FNI will be at FNrs sole risk and without liability or legal
exposure to Owner, and FNI shall indemnify and hold harmless Owner from ah claims, damages, losses and expenses
including attorneys' fees arising out of or resulting therefrom.
OWNER
10.
11.
12.
13.
14.
15.
substanee or condition at the site, if any, and its compensation hereunder is in n~way commensurate with the potential
risk 6f injury or loss that may be caused by exposures to such substances or conditions. The parties agree that in
l~erforming the Services required by this AGREEMENT, FNI does not take possession or conlrol of the subject site, but
acts as an invitee in performing the services, and is not therefore responsible for the existence of any poilutant present
on or migrating from the site. Further, FNI shall have no responsibility for any pollutant during clean-up, Iransportation,
storage or disposal activities.
OPINION OF PROBABLE COSTS: FNI will furnish an opinion of probable project development cost based on
present day cost, but does not guarantee the accuracy of such estimates. Opinions of probable cost, financial evaluations,
feasibility studies, economic analyses of alternate solutions and utilitarian considerations of operations and maintenance
costs prepared by FNI hereunder will be made on the basis of FNI's experience and qualifications and represent FNI's
judgment as an experienced and qualified design professional. It is recognized, however, that FNI does not have control
over the cost of labor, material, equipment or services furnished by others or over market conditions or contractors'
methods of determining their prices.
CONSTRUCTION REPRESENTATION: If required by the AGREEMENT, FNI will furnish Conslruction
Representation according to the defined scope for these services. FNI will observe the progress and the quality of work
to determine in general if the work is proceeding in accordance with the Contract Documents. In performing these
services, FNI will endeavor to protect Owner against defects and deficiencies in the work of Conlnctors; FNI will rt. port
any observed deficiencies to Owner, however, it is understood that FNI does not guarantee the Contractor's performance,
nor is FNI respous~le forthe supervision of the Connctor's operation and employees. FNI shall not be responsible for
the means, methods, techniques, sequences or procedures of construction selected by the Contractor, or the safety
precautious and programs incident to the work of the Contractor. FNI shah not be responsible for the acts or omissions
of any person (except his own employees or agent) at the Project site or otherwise performing any of the work of the
Project. If Owner designates a person to serve in the capacity of Resident Project Representative who is not a FNrs
employee or FNI's agent, the duties, responsibilities and limitations of authority of such Resident Project
Representative(s) will be set forth in writing and made a part of this AGREEMENT before the Construction Phase of
the Project begins.
PAYMENT: Progress payments may be requested by FNI based on the amount of services completed. Payment for
the services of FNI shall be due and payable upon submission of a statement for services to OWNER. Statements l'or
services shall not be submitted more frequently than monthly. Any applicable new taxes imposed upon services,
expenses, and charges by any governmental body after the execution of this AGREEMENT will be added to FNI's
compensation.
If OWNER fails to make any payment due FNI for services and expenses within thirty (30) days after receipt of FNI's
statement for services therefore, the amounts due FNI will be increased at the -rate of one percent (1%) per month from
said thirtieth (30th) day, and, in addition, FNI may, after giving seven (T) days' written notice to OWNER, suspend
services under this AGREEMENT until FNI has been paid in full, all mounts due for services, expenses and charges.
ARBITRATION: No arbitration arising out of, or relating to, this AGREEMENT involving one party to this
AGREEMENT may include the other party to this AGREEMENT Without their approval.
SUCCESSORS AND ASSIGNMENTS: OWNER and FNI eac~ are hereby bound and the parmers, successors,
executors, administrators and legal representatives of OWNER and FNI are hereby bound to the other party to this
AGREHvlENT and to the partners, successors, executors, administrators and legal representatives (and said assigns) of
such other party, in respect of all covenants, agreements and obligations of this AGREEMENT.
Neither OWNER nor FNI shall assign, sublet or transfer any rights under or interest in (including, but without limitation,
moneys that may become due or moneys that are due) this AGREEMENT without the written consent of the other, except
to the extent that any assignment, subletting or transfer is mandated by law or the effect of this llmitation may be
restricted by law. Unless specifically stated to the conU'ary in any written consent to an assignment, no assignment will
release or discharge the zignor from any duty or respons~ility under this AGREEMENT. Nothing contained in this
paragraph shall prevent FNI from employing such independent associates and consultants as FNI may deem appropriate
to assist in the performance of services hereunder.
PURCHASE ORDERS: If a Purchase Order is used to authorize FNl's Services, only the terms, conditions/instructions
typed on the face of the Purchase Order shall apply to this AGREEMENT. Should there be any conflict between the
Purchase Order and the terms of this AGREEMENT, then this AGREEMENT shall prevail and shall be determinative
of the conflict