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08-Grand Theater Envirn. Eng. Services w/ Terracon CITY COUNCIL AGENDA ITEM BRIEFING SHEET Submittal Date: Originating Department: Presented By: Agenda Item No.: 10/04/10 Engineering, Planning & Shawn Napier, P.E. Council Date: Development 8. 10/11/10 RECOMMENDED MOTION: Move to approve a resolution authorizing an agreement with Terracon Consultants, Inc. for environmental engineering services related to the cleanup of The Grand Theater and authorizing the City Manager to negotiate and execute all necessary documents. POLICY ISSUE(S): Professional Services BACKGROUND: The City of Paris was awarded a $200,000EPA Brownfield grant to clean up the Grand Theater. The City's match for the grant was $40,000, for a total project budget of $240,000. This proposed contract with Terracon is split into two phases. The first phase involves determining what hazardous materials and wastes are on site and developing plans and specifications for removal. Phase II involves oversight of a remediation company to do the actual removal of the hazardous materials and waste in accordance with applicable state and federal regulations. The overall fee for the project cannot be estimated at this time. A more detailed cost estimate can be determined after the hazardous materials and wastes are identified. The cleanup cost is preliminarily estimated at $125,000 and the estimated consultant fee for Terracon is $9,230.00. Additional fees consist of an Architectural Inventory and administrative fees associated with the grant. BOARD/ COMMISSION RECOMMENDATION: EXHIBITS: Resolution, contract, proposal ACTION: BUDGET INFO: ❑ Financial Report ❑ Minute Order Expense $9,230.00 ❑ Department Report ® Resolution Budgeted Amt. $230,000.00 ❑ Presentation ❑ Ordinance YTD Actual $10,000 ❑ Public Hearing ❑ Other Acct. Name EPA Brownfield Grant Acct. Number 25-0352-40-00 FISCAL NOTES: REVIEWED AND APPROVED BY: ® Administration ® City Clerk ® Community Development ❑ EMS/IT ❑ Finance ❑ Fire ❑ Municipal Court ® Legal ❑ Library ❑ Police ® Eng./Public Works ❑ Utilities City of Paris Revised 2/04/08 - 027 DRAFT S:\RESWORK\CURRENT\Grand Theatre Environmental Eng. Contract - Terracon - Res 2010.docx RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS, APPROVING AND ACCEPTING A PROPOSAL FOR ENVIRONMENTAL ENGINEERING SERVICES FROM TERRACON CONSULTANTS, INC. FOR THE GRAND THEATRE PROJECT; MAKING OTHER FINDINGS AND PROVISIONS RELATED TO THE SUBJECT; AND DECLARING AN EFFECTIVE DATE. WHEREAS, the City of Paris was recently awarded a US Environmental Protection Agency Brownfield Clean Up Grant for the Historical Grand Theatre in Paris, Texas; and, WHEREAS, as a part of this award, the City of Paris invited qualified firms to submit proposals for expert consultation related to the US Environmental Protection Agency Brownfield Clean Up Grant for the Historical Grant Theatre; and, WHEREAS, the City of Paris has received a proposal for such services from Terracon Consultants, Inc. in the form attached hereto as Exhibit A; and, WHEREAS, the City Engineer has determined that the proposal from Terracon Consultants, Inc. is the most qualified for this Project. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS: Section 1. That the findings set out in the preamble of this resolution are hereby in all things approved. Section 2. That the proposal of Terracon Consultants, Inc. for environmental engineering services for the Historical Grant Theatre in downtown Paris is hereby accepted conditioned upon said services meeting all of the terms and conditions included in the proposal attached hereto as Exhibit A. Section 3. That the City Manager of the City of Paris be, and he is hereby authorized and directed to prepare and execute on behalf of the City of Paris any and all documents necessary to carry out this project as provided herein. Section 4. That this resolution shall be effective from and after the date of passage. PASSED AND APPROVED this 11th day of October, 2010. Will Biard, Mayor n28 ATTEST: Janice Ellis, City Clerk APPROVED AS TO FORM: W. Kent McIlyar, City Attorney AGREEMENT FOR PROFESSIONAL SERVICES This AGREEMENT is entered into by the City of Paris, a Texas home-rule municipal corporation hereinafter called "CITY," and Terracon Consultants, Inc., a Texas corporation, acting herein through a duly authorized officer, hereinafter called "TERRACON" for Environmental Professional Consulting Services in connection with the US Environmental Protection Agency Brownfield Clean- Up Grant for the Historical Grand Theatre in Paris, Texas. WITNESSETH: For the mutual promises and benefits described herein, the parties hereby agree as follows: 1. Term of AGREEMENT: This AGREEMENT shall become effective on the day it is signed by the last party hereto, and shall continue in effect thereafter until the services provided for herein have been performed, or until terminated as provided herein. 2. Services to be Performed by TERRACON: TERRACON shall diligently and timely perform the Environmental Professional Consulting Services for the City in connection with the US Environmental Protection Agency Brownfield Clean-Up Grant for the Historical Grand Theatre at 21 Lamar Avenue, Paris, Lamar County, Texas ("Project") and all other services described in the Scope of Services attached hereto and incorporated herein by reference as Exhibit A ("Services"). 3. Compensation of TERRACON: The CITY shall pay TERRACON for the Services provided and accepted by CITY pursuant to this AGREEMENT and in accordance with the Project Cost Estimate contained in the Scope of Services document attached hereto as Exhibit A. Provided, however, total compensation under this AGREEMENT shall not exceed the amount quoted in Exhibit A without prior written authorization from the City Manager of the City of Paris, Texas. 4. Independent Contractor: TERRACON covenants and agrees that TERRACON is an independent contractor and not an officer, agent, servant or employee of CITY; that TERRACON shall have exclusive control of and exclusive right to control the details of the work performed hereunder and all persons performing same, and shall be responsible for the acts and omissions of its officers, agents, employees, contractors, subcontractors and TERRACONs; that the doctrine of respondeat superior shall not apply as between CITY and TERRACON, its officers, agents, employees, contractors, subcontractors and TERRACONs, and nothing herein shall be construed as creating a partnership or joint enterprise between CITY and TERRACON. 5. Indemnification: TERRACON hereby agrees to release, defend, indemnify and hold the CITY and its elected officials, officers, agents and employees harmless from and against all damage, injuries (including death), claims, property damages (including loss of use), losses, demands, suits, judgments and costs, including reasonable attorney's fees and expenses, in any way arising out of, related to, or resulting from the Services provided by TERRACON pursuant to this AGREEMENT, but only to the extent caused by the negligent act or omission or intentional wrongful act or omission of TERRACON, its officers, agents, 1 EXHIBIT A 030 employees, subcontractors, subconsultants, licensees, invitees or any other third parties for whom TERRACON is legally responsible (hereinafter "Claims"). TERRACON is expressly required to defend CITY against all such claims and/or lawsuits. 6. Insurance Requirements: TERRACON agrees to meet all insurance requirements set out below, and to require all subcontractors and/or subconsultants who perform work for TERRACON on this Project to meet these insurance requirements as well: TERRACON shall maintain insurance for this Project in accordance with the following required coverages and limits, and upon request will provide a copy of the insurance policy or properly signed Accord Certificates to the CITY on Request. The City of Paris, its elected officials, officers and employees shall be included and covered as Additional Insured's on all policies listed below except the Professional Liability and Workers Compensation policies. All insurance policies shall be issued by properly funded and capitalized insurance companies authorized and licensed to write insurance policies in the State of Texas: General Commercial Liability $500,000 per occurrence/$1,000,000 aggregate Commercial Auto Liability $500,000 per occurrence/$1,000,000 aggregate Professional Liability $1,000,000 per claim and in the aggregate Workers Compensation State required minimum limits 7. Termination: This AGREEMENT may be terminated for cause by either party following prior written notice of a material breach of the terms or provisions of this Agreement. The notice of breach shall be delivered to the breaching party at the address provided herein and the Agreement may be terminated for cause if said breach or default is not corrected within thirty (30) days. This AGREEMENT may also be terminated by City for convenience upon ten (10) calendar day's written notice to TERRACON. In such event, CITY shall pay TERRACON for all Services rendered by TERRACON and accepted by City up through the date of termination. Upon notice of termination, TERRACON shall turn over all documents, reports, tests, graphs, permits, files, photographs, videotape and all other documents related to the Project to the City of Paris. 8. Reuse of Documents: All documents prepared by TERRACON are instruments of service for the specific project contemplated under this AGREEMENT. They are not intended for reuse on extensions of that project, or on any other project. Any reuse without written verification or adaptation by TERRACON for the specific purpose intended will be at CITY's sole risk and without liability to TERRACON. 9. Notices: Any notices to be given hereunder by either party to the other may be effected either by personal delivery, in writing, or by registered or certified mail, to the following address: Terracon Consultants, Inc. City Manager 8901 Carpenter Fwy, Ste. 100 City of Paris, Texas Dallas, Texas 75247 P.O. Box 9037 Paris, Texas 75461-9037 2 031 With a copy to: City Attorney City of Paris, Texas P.O. Box 9037 Paris, Texas 75461-9037 Any change of address for the purposes of Notice shall not be effective until ten (10) days following receipt of the change of address. 10. Other Provisions: The parties hereto further agree as follows: (a) Standard of Care: TERRACON shall perform all Services required by this AGREEMENT and this Project in a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions. No other representation, express or implied, and no warranty or guarantee is included or intended in this AGREEMENT, or in any report, opinion, document, or otherwise. (b) Texas Law to Apply; Successors; Construction: This AGREEMENT shall be construed under and in accordance with the laws of the State of Texas. It shall be binding upon, and inure to the benefit of, the parties hereto and their representatives, successors and assigns. Should any provisions in this AGREEMENT later be held invalid, illegal or unenforceable, they shall be deemed void, and the remainder of this AGREEMENT shall be construed as if such provision had never been contained herein. (d) Non-Assignment: The parties hereto further agree that during the term of this agreement, the Services to be provided hereunder shall remain the sole responsibility of TERRACON, and that TERRACON shall not during the term of this agreement assign, subcontract, or in any other way authorize or retain other parties to provide such Services without the express written consent of City Manager of the City of Paris, Texas. (e) No Waiver: No waiver of either party's rights under this AGREEMENT shall be deemed to have been made unless expressed in writing and signed by an authorized representative of that Party. (f) Sole Parties to AGREEMENT: This AGREEMENT shall not create any rights or benefits to anyone except the CITY and TERRACON, and contains the entire agreement between the parties. Oral modifications to this AGREEMENT shall have no force or effect. (f) Venue: The parties agree that the laws of the State of Texas shall govern this AGREEMENT, and that all aspects of this AGREEMENT are performable in Lamar County, Texas. Exclusive venue for any claim or lawsuit arising out of or related to this AGREEMENT shall lie in Lamar County, Texas. 3 032 11. Any Amendment or Supplement to this AGREEMENT shall be in writing, and be signed by the appropriate authorized parties for both CITY and TERRACON. IN WITNESS WHEREOF, the parties, having read and understood this AGREEMENT, have executed such in duplicate copies, each of which shall have full dignity and force as an original, on the day of , 2010. TERRACON: CITY: TERRACON CONSULTANTS, Inc. CITY OF PARIS, TEXAS By: By: Kevin Carruth, City Manager ATTEST: ATTEST: Janice Ellis, City Clerk (Corporate Seal) (Seal) 4 033 September 20, 2010 Mr. Shawn Napier, P.E. City Engineer / Director of Engineering, Planning and Development City of Paris 150 S. E. 1st Street Paris, Texas 75460 Phone: (903) 784-9292 Fax: (903) 784-1798 Email: snapier(a-)-paristexas.gov Re: Hazardous Materials/Waste Consulting Historical Grand Theatre 21 Lamar Avenue Paris, Texas Terracon Proposal No. P94101076 Dear Mr. Napier: Terracon Consultants, Inc. (Terracon) appreciates the opportunity to submit this proposal to provide hazardous materials consulting services for the historical Grand Theatre (SITE) located at the referenced location. The hazardous materials consulting services will be based on the Phase I and II Environmental Site Assessment Reports referenced in the Request for Qualifications. A. PROJECT INFORMATION Terracon's hazardous materials/waste (HMW) consulting services will be provided in the following two phases: Phase I will consist of the coordination and development of technical specifications to be used as part of the bid documents for remediation and clean-up activities at the SITE. Phase II will consist of the oversight of the remediation and clean-up activities at the SITE to ensure compliance with the technical specifications and applicable state and federal regulations. The specific scope and costs for Phase 11 will be provided at the conclusion of Phase I. Based on the information currently available the estimated cost for remediation of the identified hazardous materials/wastes is $125,000.00. This is only an estimate will mostly change once the project specifics become more defined. Terracon Consultants, Inc. 8901 Carpenter Freeway, Suite 100 Dallas, Texas 75247 Registration No. F-3272 P [214] 630 1010 F [214] 630 7070 terracon.corn EXHIfiT A City of Paris Terracon Proposal No.: P94101076 September 20, 2010 B. SCOPE OF SERVICES Hazardous Materials/Waste Technical Specifications Terracon proposes the following sequence for the development of the Hazardous Materials/Waste (HMW) technical specifications: 1. Conduct a walkthrough of the SITE to evaluate the current condition of the building and identified HMW's, and identify any changes to the facility which may have occurred since the preparation of the previously referenced environmental reports. 2. Meet with project representatives (i.e. city, architect) to formulate a phasing plan, project milestones and lines of communication for the project. 3. Develop the HMW technical specifications for the removal and disposal of the confirmed asbestos containing materials (ACM); lead based paint (LBP), mold and other hazardous wastes identified in the facility. The abatement plan will be prepared in accordance with the applicable local, state and federal asbestos, lead, mold and other applicable regulations. The specifications will define abatement practices, procedures and inspection protocols, and disposals requirements. The specification will be prepared by appropriately licensed personnel in accordance with current state and federal regulations. The specification will include the following: ➢ Project scope of work and phasing ➢ Materials to be used during the project ➢ Applicable federal, state and local regulations (TDSHS, EPA, OSHA) Contractor submittals such as certifications, work plans, notifications, disposal arrangements and worker training documents ➢ Worker protection requirements ➢ Work area preparation procedures ➢ Hazardous materials (asbestos, lead and mold) removal methods ➢ Work area decontamination/cleaning procedures ➢ Final clearance requirements ➢ Waste disposal procedures 4. Conduct a meeting with project team members to review proposed HMW technical specifications to ensure that the scope of the remediation correlates with the proposed renovation and preservation of the historic elements of the facility. 035 erra City of Paris Terracon Proposal No.: P94101076 September 20, 2010 5. Finalize the HMW technical specifications in a format that can be incorporated into the City of Paris's "front end" bid documents. Terracon anticipates that the "front end" documents will include city specific bidding and bonding requirements. 6. If requested Terracon will conduct a pre-bid walkthrough at the project site with proposed bidders as defined in the bid solicitation performed by the City of Paris. Terracon will also prepare any required addendums to address contractor questions throughout the bidding process. 7. Terracon will aid the City of Paris in the evaluation of the bids submitted, interview low bidders and make a recommendation for contractor selection. Please note that Terracon's planes and specifications may not be used by another consultant or consultant agency to monitor the project without prior written permission from Terracon Consultants, Inc. C. COMPENSATION The services described above will be performed for the following fees: ESTIMATED TOTAL PROJECT COST i - DESCRIPTION COST Site Walkthrough and Coordination Meeting $1,850.00 Development of Hazardous Materials Specification $ 5,730.00 Pre-bid Walkthrough with Proposed Bidders $1,100.00 Bid Evaluation and Interviews (if necessary) $550.00 Total Cost for Phase II $ 9,230.00 L If this proposal meets your approval, work may be initiated by returning an original executed copy of the attached Agreement for Services to our Dallas, Texas office. Project initiation may be expedited by forwarding an executed Agreement for services to Kyle J. Burroughs via fax at (214) 630-7070, or by email to KJBurroughs(Merracon.com. 036 1 errocan City of Paris Terracon Proposal No.: P94101076 September 20, 2010 We appreciate the opportunity to provide this proposal and look forward to working with the City of Paris on this project. If you have any questions or comments regarding this proposal or require additional services, please contact either of the undersigned. Sincerely, Terracon Consultants, Inc. i ti t f Robe Garrison Kyle ur hs :1Senior Project Manager Pri I t1.~