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HomeMy WebLinkAboutRes 06-13 Authorizing a Contract with Biggs and MatthewsTOWN OF WESTLAKE RESOLUTION NO. 06-13 A RESOLUTION OF THE BOARD OF ALDERMEN OF THE TOWN OF WESTLAKE, TEXAS, AUTHORIZING THE TOWN MANAGER TO ENTER INTO A CONTRACT WITH THE ENGINEERING FIRM OF BIGGS & MATHEWS, INC. TO PERFORM A FEASIBILITY STUDY TO PROVIDE A SECOND WATER SUPPLY FOR THE TOWN OF WESTLAKE. WHEREAS, the safe and reliable supply of adequate drinking water is among the most basic of services necessary to support a growing community; and WHEREAS, the Town of Westlake assumed the responsibility of providing water to the Town in 2001 by entering into a contract with the City of Fort Worth to become a wholesale customer for the resale of water to Westlake residences and businesses; and WHEREAS, the Town of Westlake lies on the northernmost edges of the City of Fort Worth water system which prohibits multiple redundant supply lines from Fort Worth, thereby exposing Westlake to supply interruption; and WHEREAS, efforts to identify an additional water supply source for the Town have been fruitful and have resulted in a potential new source and supply from the Upper Trinity River Water District (UTRWD); and WHEREAS, in order to determine the feasibility of constructing a new water line to Westlake from the nearest UTRWD supply point located near FM 407 and SH 377, a study must be commissioned to identify routing alternatives, capital cost, future demand and potential participation by other communities. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1: That the Town Manager is authorized to enter into a contract for professional services with the engineering firm of Biggs & Mathews, Inc. for an amount not to exceed $22,750 to perform the study, as attached in Exhibit A. SECTION 2: That the Mayor is authorized to extend a formal invitation to the City of Roanoke, the Town of Trophy Club and Hillwood Development Corporation to participate in the study in order to determine the potential benefits this new supply would produce for their respective entities. PASSED AND APPROVED ON THIS 1 Otb DAY OF APRIL 2006. ATTEST: an Dwinnell, Town Secretary APPROVED AS TO FORM: Scott Brad ey, Mayor Trent O. Petty, Tcav 4 anager EXHIBIT A MASTER AGREEMENT FOR PROFESSIONAL SERVICES This agreement ("Agreement") is entered into as of the day of , 2006 by and between the Town of Westlake (Owner) and Biggs & Mathews, Inc. ("Biggs & Mathews"). WHEREAS, the Owner and Biggs & Mathews desire to set forth the terms and conditions under which said engineering services will be performed and compensated; NOW, THEREFORE, in consideration of the agreements set forth herein, the parties agreed as follows: ARTICLE 1— SERVICES TO BE PERFORMED During the term of this Agreement, and subject to the conditions herein set forth, whenever it is mutually determined as necessary, the Owner may call upon Biggs & Mathews to perform and provide specific engineering services. In each instance a separate letter or memorandum will be prepared defining; (1) the scope of the services to be performed, (2) a proposed schedule of services, and (3) the cost of the services. Each letter or memorandum will be mutually agreed upon by the parties, subject to the terms and conditions of this Agreement and will be executed by an authorized representative of each party. ARTICLE 2 — COMPENSATION Owner will pay Biggs & Mathews the cost of professional services set forth in each letter or memorandum described in Article 1. ARTICLE 3 — TERM OF AGREEMENT This Agreement will be for an initial term of one year from the date hereof and will thereafter automatically renew for successive periods of one year each unless terminated as provided herein. Either party may terminate this Agreement upon thirty (30) days written notice to the other party of their intention to terminate the Agreement. If this Agreement is terminated, Biggs & Mathews will be paid for services performed to the date of receipt of the termination notice, plus any costs reasonably incurred in terminating services. ARTICLE 4 — BILLING AND PAYMENT Invoices will be submitted monthly and shall be due and payable upon receipt. Invoices will be paid within forty five (45) days from receipt of invoice. Remittance will be mailed to Biggs & Mathews at the address noted on such invoices or as Biggs & Mathews may otherwise advise. ARTICLE 5 — SUSPENSION OF SERVICES (1) The Owner may suspend further performance of professional services by Biggs & Mathews by seven (7) days prior written notice. If payment of invoices by the Owner is not maintained on a forty five (45) day current basis, Biggs & Mathews may suspend further performance until such payment is restored to a current basis. Suspension for any reason exceeding thirty (30) days will, at the option of Biggs & Mathews, make this Agreement or any separate document for specific services subject to termination or renegotiation. (2) All suspensions will extend the contract completion date for specified services commensurately, and Biggs & Mathews will be paid for services performed to the suspension date plus any suspension charges. Suspension charges are defined as those charges relating to costs incurred which are directly attributable C:1Documents and Settingsltpett3ANly Documents4Town of WesdakekWater & SewerNaster Agreement Town of Westlake 2006 (3).doc to suspension of services, including but not limited to personnel rescheduling, equipment rescheduling, and/or reasonable reassignment adjustment. All suspension charges must be reasonable and necessary. ARTICLE 6 — FORCE MAJEURE Neither parry will hold the other responsible for damages or delays in performance caused by acts of God or other events beyond the control of the other party and which could not have been reasonably foreseen or prevented. Should such events occur, it is agreed that both parties will use their best efforts to overcome such circumstances and to resume as soon as reasonably possible the normal pursuit and schedule of the performance of this Agreement. Delays within the scope of this Article will extend the contract completion date for specified services commensurately or will, at the option of either party, make this Agreement subject to termination or to renegotiation. ARTICLE 7 — WARRANTY Biggs & Mathews provides services in accordance with generally accepted standards for professional services in its fields of specialty. Biggs & Mathews warrants that the individual performing a particular service is knowledgeable with respect to the service being performed and has the required expertise regarding the current applicable rules and regulations as they pertain to the professional services being rendered. All work will be done under the direction of persons having the proper license and/or credentials, No other warranty or representation, either expressed or implied, is included or intended as a part of Biggs & Mathews services, proposals, contracts, or reports. ARTICLE 8 — INSURANCE Biggs & Mathews agrees to maintain statutory worker's compensation insurance coverage, employer's liability, commercial general liability and automobile liability insurance coverage during the period of performance of services hereunder in the following minimum amounts: LIMITS OF LIABILITY A. Worker's Compensation Statutory Employer's Liability $1,000,000.00 B. Commercial General Liability (including contractual liability) Bodily Injury C. Comprehensive Automobile Liability (Owned, hired, and Non -owned vehicles): Bodily Injury $1,000,000 combined single limits for each occurrence or aggregate $1,000,000 combined single limits for each occurrence or aggregate Insurance certificates will be provided to the Owner by Biggs & Mathews as evidence of such coverages and will be notified 30 days in advance of policy expiration or change of insurance carrier on liability amounts. C:\Documents and SettingsltpettyWy Documents7own of Westlake\Water & SewerlMaster Agreement Town of Westlake 2006 (3).doc ARTICLE 9 — LIMITATION OF LIABILITY Biggs & Mathews, Inc. will maintain professional liability (errors and omissions) insurance in an amount not less than $1,000,000 aggregate limits during the term of this Agreement. To the fullest extent permitted by law, the Owner agrees to limit the liability of Biggs & Mathews, its officers, shareholders, all employees, for any acts, errors or omissions or breaches of contract covered by such policy to the proceeds available from applicable insurance. ARTICLE 10 — MUTUAL RELEASE Each party shall release the other party from loss, cost, damage or expense (including reasonable attorney's fees), arising solely out of the negligence or intentional acts of the releasing party. Nothing provided herein, however, shall in any way be construed to be a waiver of the Owner's sovereign or governmental immunities provided by the Texas Tort Claims Act, or other laws. ARTICLE 11— NO THIRD PARTY BENEFICIARIES There are no third parry beneficiaries of this Agreement, and no third party shall be entitled to rely upon any work performed or reports prepared by the Biggs & Mathews hereunder for any purpose whatsoever. ARTICLE 12 — REVIEW OF RECORDS Biggs & Mathews will keep accurate records and books of general account, showing all charges and expenses incurred by Biggs & Mathews in the performance of the services herein. The Owner will have the right, upon reasonable notice during business hours, to examine, at its .expense (up to one year after completion of the services on a particular project), the direct costs, expenses, and disbursements made or incurred in connection with the services performed and may examine any relevant books and records of the Biggs & Mathews relating thereto. ARTICLE 13 — RIGHT OF ENTRY AND DAMAGES The Owner will make arrangements for authorized entry for Biggs & Mathews and its sub -contractors to the project site and nearby properties if required in order to complete the services. ARTICLE 14 — LAWS AND REGULATIONS (1) Both parties will be entitled to regard all applicable laws, rules and regulations issued by any federal or state regulatory body as valid and may act in accordance therewith until such time as the same may be modified or superseded by such regulatory body or invalidated by final judgment in a court of competent jurisdiction (unless prior to such final judicial determination, the effectiveness of such law, rule or regulation has been stayed by an injunction or order of an appropriate judicial or administrative body having jurisdiction of such matter). (2) In the event there are changes in existing laws, codes, ordinances, or regulations, or the interpretation thereof, following the performance of professional services, Biggs & Mathews will not be responsible for any claims, including claims for fines or penalties imposed, resulting from or alleged to have resulted from noncompliance with or non -incorporation of such changes in professional services prior to the effectiveness of such changed in laws, codes, ordinances or regulations, or the interpretation thereof. C:1Documents and Settings\Vetty\My Documents7own of WestlakelWater & SewerNaster Agreement Town of Westlake 2006 (3).doc (3) Any laws, rules and regulations issued by any federal or state regulatory body which are applicable to a particular project shall be complied with by both parties and this Agreement shall, at all times, be interpreted and executed in a manner consistent with such laws, rules and regulations and the interpretations thereof. (4) In the event a funding source for any project requires the Owner to solicit requests for proposal or bids, this Agreement shall not require the Owner to use Biggs & Mathews for that particular project unless Biggs & Mathews submits a proposal or bid which meets the requirements of any such funding source and is otherwise acceptable to the Owner. ARTICLE 15 — ASSIGNMENT Neither party to this Agreement will assign or otherwise transfer its rights or obligations hereunder without the prior written consent of the other party. ARTICLE 16 — ENTIRE AGREEMENT (1) This Agreement and any letter agreements or memoranda executed pursuant to this Agreement by duly authorized representatives of the parties hereto constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter thereof and supersedes all prior written or oral agreements, or contemporaneous communications with respect to the subject matter thereof. Further, the agreements of the parties herein have not been induced by any representations, statements or agreements other than those herein expressed. No amendment to this Agreement hereafter made between the parties will be binding on either party unless reduced to writing and signed by authorized representatives of both parties. (2) Any provisions of this Agreement held in violation of any law or ordinance will be deemed stricken, and all remaining provisions shall continue valid and binding upon the parties. The parties will attempt in good faith to replace any invalid or unenforceable provisions of this Agreement with provisions which are valid and enforceable and which come as close as possible to expressing the intention of the original provisions. ARTICLE 17 — ALTERNATIVE DISPUTE RESOLUTION If a dispute arises from or relates to this contract or the breach thereof, and if the dispute cannot be settled through direct discussions, the parties agree to endeavor first to settle the dispute by mediation administered by the American Arbitration Association under its Construction Industry Mediation Rules before resorting to arbitration. Any unresolved controversy or claim arising from or relating to this contract or breach thereof shall be settled by arbitration administered by the American Arbitration Association in accordance with its Construction Industry Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. If the parties agree, a mediator involved in the parties' mediation may be asked to serve as the arbitrator. C:1Documents and SettingsltpettyNy DocumentslTown of WestlakelWater & SewerNaster Agreement Town of Westlake 2006 (3).doc IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date and year first Written above. TOWN OF WESTLAKE ATTEST: BIGGS & MATHEWS, INC. ATTEST: Utz SecretaryNice President President C:1Documents and SettingsltpettyNy DocumentslTown of WestlakelWater & SewerNaster Agreement Town of Westlake 2006 (3).doc "LETTER. OF AGREEMENT" NO.1 The Town of Westlake ("Owner") and Biggs & Mathews, Inc. ("Consultant") agree to accept this "Letter of Agreement" subject to the terms and conditions set forth in the `Master Agreementfor Professional Services " entered into March, 2006 by and between the Owner and Consultant for professional services. With regards to providing a Feasibility Study to obtain a treated water supply from Upper Trinity Regional Water District (UTRWD); It is agreed as follows: I. Scope of Services Basic Engineering Services 1. Coordinate with the Town of Westlake, City of Roanoke and Trophy Club to determine current and projected water supply requirements for 2006-2030. 2. Determine the most cost-effective conceptual plan and water line route to convey treated water from the UTRWD facilities to Westlake, City of Roanoke and Trophy Club. 3. Provide cost estimates for the proposed plan and required improvements. 4. Prepare the study in a format so that it could be utilized by each entity in a water service agreement contract. 5. Coordinate with each entity and UTRWD for presentations to their respective Councils, Board of Directors, and/or other entities as requested. 6. Submit ten (10) copies of the completed study to each participating entity. H. Schedule of Services Basic Engineering Services — Completed 120 days after Notice to Proceed. III Cost of Services Basic Engineering Services as outlined in Scope of Services for a total of $39,500.00 to be split three ways and invoiced at an amount of $13,166.67 per entity. IV Engineering Services — Invoiced as follows: 75% Invoiced upon submission of Draft Report 100% Invoiced upon completion of Final Report 1 CA1Document5 and Settingsltpetty\Local Senings\Temporary Internet Files\OLK1 MLETTER OF AGREEMENT.doc ACCEPTED AND APPROVED THIS DAY OF MARCH , 2006. TOWN OF WESTLAKE BIGGS & MATHEWS, INC. Kerry D. Maroney, P.E.. Vice President CAIDocuments and SettingsltpettyTocal SettingsUemporary Internet Files\OLKlKLETTER OF AGREEMENT.doc "LETTER OF AGREEMENT" NO. 1 The Town of Westlake ("Owner") and Biggs & Mathews, Inc. ("Consultant") agree to accept this "Letter of Agreement" subject to the terms and conditions set forth in the "Master A egr ementfor Professional Services" entered into March, 2006 by and between the Owner and Consultant for professional services. With regards to providing a Feasibility Study to obtain a treated water supply from Upper Trinity Regional Water District (UTRWD); It is agreed as follows: I Scqpe_of Services Basic Engineering Services 1. Coordinate with Westlake to determine current and projected water supply requirements for 2005-2030. 2. Determine the most cost-effective conceptual plan and water line route to convey treated water from UTRWD facilities to the Town of Westlake. 3. Provide cost estimates for the proposed plan and required improvements. 4. Prepare the study in a format so that it could be utilized in or made a part of a water service agreement contract. 5. Coordinate with Westlake and UTRWD for presentations to Town Council, Board of Directors, and other entities as requested by Westlake. b. Submit ten (10) copies of the completed study to the Town of Westlake. H. Schedule of Services Basic Engineering Services — Completed 90 days after Notice to Proceed. III. Cost of Services Basic Engineering Services as outlined in Scope of Services for $22,750.00. IV Engineering Services —.Invoiced as follows: 75% Invoiced upon submission of Draft Report 100% Invoiced upon completion of Final Report I CADocnments and SettingsltpettylLocal SettingsMmporary Intemet Files10LKI KLETTER OF AGREEMENT NO I.doc ACCEPTED AND APPROVED TIIIS DAY OF MARCH , 2006. TOWN OF WESTLAKE BIGGS & MATHEWS, INC. Kerry D. Maroney, P.E. Vice President C:\Documents and SetdngsltpettyTocal Settings\Temporary Internet Files\OLKI KLETTER OF AGREEMENT INTO 1.doc THE STATE OF TEXAS ) COUNTY OF DENTON ) INTERLOCAL COOPERATION AGREEMENT FOR PARTICIPATION IN A WATER SUPPLY SOURCE FEASIBILITY STUDY THIS AGREEMENT is made and entered into this LC day of , 2006, by and between the Town of Trophy Club, Texas, a home rule municipality, (hereinafter referred to as "Trophy Club") and the Town of Westlake, Texas, a general law municipality, (hereinafter referred to as "Westlake"). WITNESSETH: WHEREAS, the safe and reliable supply of adequate drinking water is among the most basic of services necessary to support a growing community; and WHEREAS, the Town of Trophy Club has the responsibility of insuring the provision of water to the portion of the Town not currently in a Municipal Utility District and the Town is not currently a customer of the Fort Worth Water Department; and WHEREAS, the Town of Trophy Club and the Trophy Club Municipal Utility Districts lie on the northernmost edges of the City of Fort Worth Water System which prohibits multiple redundant supply lines from Fort Worth, thereby exposing Trophy Club to supply interruption; and WHEREAS, efforts to identify an additional water supply source for Trophy Club have been fruitful and have resulted in a potential new source and supply from the Upper Trinity River Water District (UTRWD); and WHEREAS, in order to determine the feasibility of constructing a new water line to Trophy Club from the nearest UTRWD supply point located near FM 407 and SH 377, a study must be commissioned to identify routing alternatives, capital cost, future demand and potential participation by other communities; and WHEREAS, the Town of Westlake has already contracted with the firm of Biggs & Mathews to perform a feasibility study with a firm that has designed the 407 line and the entire western loop master plan for UTRWD. WHEREAS, the Town of Westlake has contracted with the firm of Biggs & Mathews to perform a feasibility study to identify the second water source and the feasibility of constructing a new water line; and WHEREAS, the Town would receive a cost benefit and expediency by contracting with Westlake to expand the scope of services with Biggs & Mathews in order to address Trophy Club's needs; and WHEREAS, in consideration for the payment of an amount not to exceed $15,575.00, the Town of Westlake has agreed to expand the scope of services of its contract with Biggs & Mathews to perform a feasibility study for a second water source for Trophy Club; and WHEREAS, Town Council finds and determines that a valid governmental purpose is served and that funds paid to Westlake would be due and payable out of current revenues legally available to the Town of Trophy Club, and that the amount paid under the contract is valid and fair consideration for the services rendered and the product received; NOW, THEREFORE, Trophy Club and Westlake, for and in consideration of the recitals set forth above and terms and conditions below, agree as follows: I. Incorporation / Term 1.01 Incorporation of Recitals. The foregoing recitals are agreed upon and incorporated herein as a part of this Agreement. 1.02 Term. This Agreement shall become effective upon approval by each of the respective governing bodies of Trophy Club and Westlake and upon execution by their respective authorized representatives, and shall remain in effect for a term of one (1) year unless terminated by either party as provided herein. II. Obligations and Rights of the Parties 2.01 Obligations and Rights: Trophy Club shall pay Westlake an amount not to exceed $15,575.00 for its portion of the A. Feasibility study to identify a second water source for the Town of Trophy Club and the potential for constructing a new water line to Trophy Club from the nearest UTRWD supply point located near FM 407 and SH 377, including without limitation a study to identify routing alternatives, capital cost, future demand and potential participation by other communities. B. Westlake agrees to expand the scope of services under its existing contract with Biggs and Mathews to include Trophy Club. Trophy Club shall be entitled to all documentation generated and access to services rendered as a result of the study in the same manner as Westlake is entitled to such documentation and services rendered under the existing contract between Westlake and Biggs & Mathews. III. Consideration The parties agree that sufficient consideration for this Agreement exists and is found in the cross promises set forth above and other good and valuable consideration. Westlake agrees to expand the scope of services under its existing contract with Biggs and Mathews to include the Town of Trophy Club. Trophy Club agrees to pay to Westlake an amount not to exceed $15,575.00 in order to pay for its inclusion in the study and to offset the costs incurred by Westlake. Westlake agrees to abide by the terms and conditions of its agreement with Biggs and Mathews and its obligations under this Agreement. IV. Immunity The fact Trophy Club and Westlake accept certain responsibilities under this Agreement as part of their responsibility for serving the public health and welfare makes it imperative that the performance of these services be recognized as a governmental function and that the doctrine of governmental immunity shall be, and it is hereby, invoked to the extent possible under the law. Neither Trophy Club or Westlake waives any immunity or defense that would otherwise be available to it against claims arising from the exercise of governmental powers and functions. VI. Default / Termination 6.01 In the event that either party hereto breaches any term or condition of this Agreement, this Agreement may be terminated by the aggrieved party if such default is not cured within a period of ten (10) days after receipt of written notice of default by the party allegedly in breach of its obligations hereunder. At the option of the aggrieved party, if such default is not cured within the ten (10) day period, this agreement shall immediately terminate without further notice. 6.02 Notwithstanding the foregoing, this agreement may be terminated at any time without cause by either party giving sixty (60) days advance written notice to the other party. VII. Entire Agreement This Agreement represents the entire and integrated agreement between Trophy Club and Westlake and supersedes all prior negotiations, representations and/or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. IX. Venue The laws of the State of Texas shall govern this Agreement and each of its terms and provisions, including but not limited to the rights and duties of the parties hereto, and exclusive venue shall be in Denton County, Texas. X. Severability In the event that any portion of this Agreement shall be found to be contrary to law, it is the intent of the parties hereto that the remaining portions shall remain valid and in full force and effect to the extent possible. XI. Non -Waiver All rights, remedies and privileges permitted or available to either party under this Agreement or at law or equity shall be cumulative and not alternative, and election of any such right, remedy or privilege shall not constitute a waiver or exclusive election of rights, remedies or privileges with respect to any other permitted or available right, remedy or privilege. Additionally, one instance of forbearance by the either party in the enforcement of any such right, remedy or privilege against the other party, shall not constitute a waiver of such right, remedy or privilege by the forbearing party. A default by either party under this Agreement shall not result in a forfeiture of any rights, remedies, or privileges under this Agreement by such defaulting party. XII. Signature Authority The undersigned officer and/or agents authorized officials and have the necessary behalf of the parties hereto and each party necessary resolutions extending such authorit full force and effect. yof the parties hereto are the properly authority to execute this agreement on hereby certifies to the other that any have been duly passed and are now in EXECUTED in duplicate originals this the 19th day of June, 2006. TOWN OF TROPHY CLUB, TEXAS Brandon Emmons Town Manager ATTEST: Town Secretary APPROVED AS TO FORM: /..L.///Im'k-0 Town Attorney TOWN OF WESTLAKE, TEXAS By Trent Petty Town Manager ATTEST: Town Secretary APPROVED AS TO FORM: Town Attorney ACKNOWLEDGMENTS STATE OF TEXAS § COUNTY OF DENTON § This instrument was acknowledged before me on the s day of 2006 by Brandon Emmons, Town Manager, Town of Trophy Club, Texas, on behalf of such entity. LISA M. RAMSEY �* NOTARY PUBLIC STATE OF TEl1As r • �1�i }! corrls3loN EStIAEl: FOFt JUNE 22, 2009 STATE OF TEXAS § COUNTY OF DENTXM § U `Notary Public in and f r the State of Texas This instrument was acknowledged before me on the ' day of 2006 by Trent Petty, Town Manager of the TOWN OF WESTLAKEf ; XAS , on behalf of such entity. GINGER R AWTRY� NOTARY FM STATE OF TE11AS ,� cornrsior AArirr>a: Notary Pu licn and for the 3EPTEUBM s, Zoos State of T