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WA0302-CN050222AGREEMENT FOR PROFESSIONAL SERVICES STATE OF TEXAS COUNTY OF DALLAS § This AGREEMENT is entered into by The City of Coppell, 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; OWqNER agrees to pay to FNI compensation. The Project is described as follows: Water, Wastewater, and Roadway Impact Fee Study for the City of Coppell. II. SCOPE OF SERVICES: FNI shall render professional services in connection with 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. FNI shall perform professional services as outlined in the "Scope of Services" for a lump sum fee of $87,000. Details concerning the fee are included in Attachment CO. If FNI's services are delayed or suspended by OWNER, or if FNI's services are extended for more than 60 days through no fault of FNI, FNI shall be entitled to equitable adjustment of rates and amounts of compensation to reflect reasonable costs incurred by FNI in connection with such delay or suspension and reactivation and the fact that the time for performance under this AGREEMENT has been revised. 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. -- }t~ ~ 1N TESTIMONY HEREOF, they have executed this AGREEMENT, the ~day of~, /I ATTEST: City of Coppell ~/ (OWNER) 2005. By>~~:~'~ Freese and Nichols, Inc. R:\Contrac62005\City of Coppell.doc ATTACHMENT SC SCOPE OF SERVICES AND RESPONSIBILITIES OF OWNER ARTICLE I BASIC SERVICES: FNI shall render the following professional services in connection with the development of this Project: Phase A. Development of Land Use Assumptions and Water, Wastewater and Roadway Load Plamdng Al. Project Kickoff Meeting and Obtain Data: FNI will hold an initial meeting with the City to review proposed scope of services, approach, goals and deliverables of the study. FNI will obtain existing data from the City and existing and year 2015 population projections, landuse, and population distributions. The meeting will include discussion of the following: · Scheduling and project coordination · Information and data needs from the City · A review of recent and proposed developments within the City Proposed location of traffic counts · Roadway service areas · Recently completed water, sewer, and roadway CIP Projects A2. Develop Updated Water Demands and Wastewater Loads: Based on the future land uses for the year 2015 planning period, FNI will review and update water and wastewater loads. FNI will utilize data for existing and year 2015 conditions from the recent water study and develop existing and year 2015 wastewater loads using wholesale meter records. The water and wastewater loads will be distributed throughout the City by traffic survey zones and sewer basins respectively. A3. Develop Roadway Traffic Loads: Based on the year 2005 and 2015 land use, employment projections, and household projections provided by the City, FNI will develop vehicle miles of new demand over the 10- year period. The calculations for new vehicle-miles of demand will be based on the land use assumptions, ITE Trip Generation Manual 7th Edition, and the North Central Texas Council of Governments (NCTCOG) Workplace Survey. A4. Meet with City to Review Projected Water, Wastewater and Roadway Loads for Impact Fee Analysis: FNI will attend one (1) meeting with City staff to review projected water, wastewater and roadway loads for impact fee analysis and make adjustments as necessary. Phase B. Water, Wastewater and Roadway Impact Fee Capital Improvement Plan Development B1. Analyze Recent Water, Wastewater and Roadway System Improvements for Possible Inclusion into Impact Fees: FNI will review capital infrastructure improvements in the water, wastewater and roadway systems with significant excess capacity for future growth for possible inclusion into impact fee cost recovery analysis. B2. Conduct an Existing Street Inventor,/for Impact Fee Candidate Roadways: FNI will conduct an existing street inventory to evaluate traffic and roadway capacity related issues for impact fee candidate roadways. B3. Conduct Capacity Analysis to Determine Future Infrastructure Needs for Water and Wastewater Systems: Based on year 2015 planning projects, FNI will evaluate and recommend water and wastewater system improvements. R:\Contract~2005\City of Coppell doc SC-1 FNI OWNER ATTACHMENT SC B4. Conduct Capacity Analysis to Determine Future Infrastructure Needs for the Roadway System: FNI will evaluate and recommend roadway system improvements needed to support 10-year population growth. FNI will perform a maximum of 15 PM peak hour bi-directional traffic counts to supplement the existing count provided by the City. The existing traffic counts will be used to identify excess capacities and deficiencies for each service area. B5. Develop Updated Water, Wastewater and Roadway Capital Improvement Plans (CiP) for Impact Fee Calculations: FNI will utilize capacity analysis and existing information in other studies to develop updated water, wastewater and roadway capital improvement plans with phasing, costs and recommended in-service dates. B6. Meet with City to Review Water, Wastewater and Roadway Impact Fee Related Capital Improvement Plans: FNI will attend one (1) meeting with City to review water, wastewater and roadway capital improvement plans and costs. B7. Revise and Finalize Water, Wastewater and Roadway Impact Fee CIPs: FNI will incorporate City's comments and finalize CIP's. FNI will prepare large water, wastewater and roadway CI~ exhibits showing existing projects with excess capacity and proposed future water, wastewater and roadway projects eligible for impact fee cost recovery through the year 2015 planning period. Electronic copies will also be provided in Microsoft Office, AutoCad 2005, and/or GIS 9.0. B8. Attend Public Hearing and City Council Meeting. Attend up to one (1) Public Hearing to review Land Use Assumptions and recommended proposed water, wastewater and roadway loadings and CIP. B9. Attend Planning and Zoning Meeting: Attend one (1) meeting with the Planning and Zoning to review land use assumptions and recommended proposal. Phase C. Impact Fee Analysis, Public Hearing and Report Cl. Determine Water, Wastewater and Roadway CIP Capacity Utilized by Existing and Year 2015 Projected Growth: Following approval of the water, wastewater and roadway CIP by City Staff, FNI will determine the existing and projected year 2015 utilized capacity of water, wastewater and roadway capital improvements. C2. Calculate Water, Wastewater and Roadway Costs Eligible for Impact Fee Cost Recovery: FNI will utilize project costs of water and wastewater system improvements and percent utilization of improvements to support growth until the year 2015 to calculate water, wastewater and roadway costs to be applied for impact fee analysis. C3. Develop Service Unit Equivalents (SUEs) for Water and Wastewater Systems: FNI will utilize the service unit equivalents (SUEs) required in Chapter 395 of the Local Government Code for the water and wastewater systems. C4. Develop Service Unit Equivalency Table for Roadway Systems: FNI will update and modify the existing Service Unit Equivalency Table in accordance with the requirements in Chapter 395 of the Local Government Code of the Roadway System. It is anticipated that the Land-Use Vehicle Mile Equivalency table will include the following land uses; Residential-Single Family, Residential-Multi Family, Office, Retail/Commercial, Industrial, and Institutional C5. Calculate Maximum Allowable Water, Wastewater and Roadway Impact Fees without Credit Calculatioos: FNI will develop maximum allowable water, wastewater and roadway impact fees using existing and proposed capital improvement costs to support year 2015 growth based on projected increase in SUE's until the year 2015. R:\ContractX2005\City of Coppetl doc FNI SC-2 OWNER ATTACHMENT SC C6. Develop Draft Water, Wastewater and Roadway Impact Fee Study Report: FNI will prepare and send 5 copies of the draft water, wastewater and roadway impact fee study report discussing methodology, water, wastewater and roadway loads, utilization of water, wastewater and roadway system improvements, and impact fee calculations. Report will include water, wastewater and roadway system maps showing the existing and proposed system improvements required to meet projected year 2015 growth and maximum allowable water, wastewater and roadway impact fees. C7. Meet with the City Staff: FNI will attend one (1) meeting with the City Staff to discuss the report findings, impact fee calculations, and recommendations for setting the water, wastewater and roadway impact fees for the City. Following the meeting, FNI will incorporate revisions into Impact Fee Study Report. C8. Finalize Impact Fee Study Report: Based on comments by City's Staff, FNI will finalize and send 10 copies of the final Water, Wastewater and Roadway Impact Fee Study to the City along with an electronic copy (Microsoft Office document, AutoCad 2005, and/or GIS 9.0) of files for graphs, forms and tables of the impact fee calculations. C9. Attend Public Hearing and Meet with City Council on the Adoption of the Impact Fees. Attend up to one (1) Public Hearing and present recommendations on the Maximum Allowable Impact Fees for Water, Wastewater and Roadway Systems with the City Council. C10. Attend Planning and Zoning Meeting on Adoption of the Impact Fees. Attend one (1) meeting with the Planning and Zoning to review Maximum Allowable Impact Fees for Water, Wastewater and Roadway Systems. 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: 1. Roadway Traffic Counts above that noted in the contract. 2. Water, Wastewater, and Roadway Computer Modeling 3. Creation of a Comprehensive CIP for Non Impact Fee Roadways 4. Field testing of water, wastewater, and roadway systems. 5. Any other services not called for under the Scope of Services above. 6. GIS mapping services or assistance with these services. Providing services to investigate existing conditions or facilities, or to make measured drawings thereof, or to verify the accuracy of drawings or other information furnished by OWNER. Preparing applications and supporting documents for govemment grants, loans, or planning advances and providing data for detailed applications. Assisting OWNER in the defense or prosecution of litigation in connection with or in addition 1o those 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. R:\Contrac62005\City of Coppell.doc SC-3 FNI OWNER ATTACHMENT SC 10. Design, contract modifications, studies, or analysis required to comply with local, State, Federal, or olher regulatory agencies that become effective after the date of this agreement. 11. Preparing data and reports for assistance to OWNER in preparation for hearings before regulatory agencies, courts, arbitration panels or any mediator, giving testimony, personally or by deposition, and preparations therefore before any regulatory agency, court, arbitration panel or mediator. ARTICLE III TIME OF COMPLETION: FNI is authorized to commence work on the Project upon execution of this AGREEMENT and agrees to complete the services within 275 calendar days from the notice to proceed and the delivery of population projections and population distributions to FNI. If FNI's services are delayed through no fault ofFNI, FNI shall be entitled to adjust contract schedule consistent with the number of days of delay. These delays may include but are not limited to delays in OWNER or regulatory reviews, delays on the flow of information to be provided to FNI, governmental approvals, etc. These delays may result in an adjustment to compensation as outlined on the face of this AGREEMENT and in Attachment CO. ARTICLE 1V RESPONSIBILITIES OF OWNER: OWNER shall perform the following in a timely manner so as not to delay the services of FNI: 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 desigm objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; and furnish copies of all design and construction standards which OWNER will require to be included in the drawings and specifications. C. Assist FNI by placing at FNI's disposal all available information pertinent to the Project including previous reports and any other data relative to design or construction of the Project. Arrange for access to and make all 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. F. Furnish approvals and permits from all govemmental authorities having jurisdiction over the Project and such approvals and consents from others as may be necessary for completion of the Project. G. 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 R:\Contract~2005~City o f Coppell doc FNI '/"/'f SC-4 OWNER ATI'ACHMENT SC under the constraction 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. Give prompt written notice to FN! 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 II of this AGREEMENT or other services as required. J. Bear all costs incident to compliance with the requirements of this Article IV. ARTICLE V DESIGNATED REPRESENTATIVES: FNI and OWNER designate the following representatives: Owner's Designated Representative Name: Kenneth M. Griffin, P.E. Director of Engineering and Public Works Address: 255 Parkway Blvd., P.O. Box 9478 Coppell, Texas 750 l 9 Phone: (972) 304-3686 Fax: (972) 304-7041 E-mail: kgr/ffin(~ci.coppell.tx.us FNI's Project Manager- FNI's Accounting Representative - Thomas Haster, P.E. 4055 International Plaza, Suite 200 Fort Worth, Texas 76109-4895 Phone: (817) 735-7238 Fax: (817) 735-7491 E-mail: th(_4freese.com Jana Collier 4055 International Plaza, Suite 200 Fort Worth, Texas 76109-4895 Phone: (817) 735-7354 Fax: (817) 735-7492 E-mail: jvc(~freese.com R:\Contract~2005\City of Coppell doc SC-5 FNI OWNER ·. ATTACHMENT CO COMPENSATION LUMP SUM WITH ADDITIONAL WORK BASED ON COST TIMES MULTIPLIER A. Basic Services: Compensation to FNI for the Basic Services in Attachment SC shall be the lump sum of $87,000. IfFNI 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 before proceeding. Additional Services shall be computed based on the Schedule of Charges. B. Schedule of Charges for Additional Work: Shall be negotiated if required. R:\Cont*act~2005\City of Coppell.doc CO-1 FNI '~. OWNER 01-01-02 ATTACHMENT TC TERMS AND CONDITIONS OF AGREEMENT DEFINITIONS: The term Owner as used herein refers to the City of Coppell . ThetmxnFNI 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, lfany change under this clause causes an increase or decrease in FNI's cost of, or the time required for, the performance of any part of the Services under the AGREEMENT, an equitable adjustment will be made by mutual agreement and the AGREEMENT modified in writing accordingly. TERMINATION: The obligation to provide services under this AGKEEMENT may be terminated by either party upon ten days' written notice. In the event of termination, FN1 will be paid for all services rendered and reimbursable expenses incurred to the date of termination and, in addition, ali reimbursable expenses directly attributable to termination. CONSEQUENTIAL DAMAGES: In no event shall FNI or its subcontractors be liable in contract, tort, strict liability, 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. INFORMATION FURNISHED BY OWNER: Owner will assist FNI by placing at FNI's disposal all available information pertinent to the Project including previous reports and any other data relative to design or construction of the Project. FN1 shall have no liability for defects or negligence in the Services attributable to FNI's reliance upon or use of data, design criteria, drawings, specifications or other information furnished by Owner and Owner agrees to indemnify 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 FN1 that FNI 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): Commercial General Liability General Aggregate $2,000 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 FN1 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 contmctaal relation between any subcontractor and Owner. OWNERSHIP OF DOCUMENTS: All drawings, reports data 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 FNPs fees for services. FNI may retain copies for record purposes. Owner agrees such documents are not intended or represented to be suitable for reuse by Owner or others. Any reuse by Owner or by those who obtained said documents 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 FNI's independent associates or consultants, and Owner shall indemnify and hold harmless FNI and FNI's independent associates and consultants from all 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 data and other project information in the execution of the Services provided under this AGREEMENT in FNI's other activities. Any reuse by FN1 will be at FNI's sole risk and without liability or legal exposure to Owner, and FNI shall indemnify and hold harmless Owner from ail claims, damages, losses and expenses including attorneys' fees arising out of or resulting therefrom. OWNER ,POLLUTANTS AND HAZARDOUS WASTES: It is understood and agreed that FN1 has neither created nor contributed to the creation or existence of any hazardous, radioactive, toxic, m-itant, pollutant, or otherwise dangerous substance or condition at the site, if any, and its compensation hereunder is in no way commensurate with the potential risk of injury or loss that may be caused by exposures to such substances or conditions. The parties agree that in performing the Services required by this AGREEMENT, FN1 does not take possession or control of the subject site, but acts as an invitee in performing the services, and is not therefore responsible for the existence of any pollutant present on or migrating from the site. Further, FNI shall have no responsibility for any pollutant during clean-up, transportation, storage or disposal activities. 10. 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, fmancial 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. 11. CONSTRUCTION REPRESENTATION: If required by the AGREEMENT, FNI will furnish Construction 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 Contractors; FNI will report any observed deficiencies to Owner, however, it is understood that FNI does not guarantee the Contractor's performance, nor is FNI responsible for the supervision of the Contractor's operation and employees. FNI shall notbe responsible for the means, methods, techniques, sequences or procedures of construction selected by the Contractor, or the safety precautions and programs incident to the work of the Contractor. FNI shall 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 FNI's 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. 12. PAYMENT: Progress payments may be requested by FN1 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 for 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. 13. 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. 14. SUCCESSORS AND ASSIGNMENTS: OWNER and FNI each are hereby bound and the panners, successors, executors, administrators and legal representatives of OWNER and FNI are hereby bound to the other party to this AGREEMENT and to the panners, 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 limitation may be restricted by law. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this AGREEMENT. Nothing contained in this paragraph shall prevent FN1 from employing such independent associates and consultants as FNI may deem appropriate to assist in the performance of services hereunder. 15. PURCHASE ORDERS: Ifa Purchase Order is used to authorize FNI'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. OWNER