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1991-142g \updocs\freekameo ORDINANCE NO - a-- AN ORDINANCE AUTHORIZING THE MAYOR TO EXECUTE AMENDMENT NO 3 TO THE AGREEMENT OF FEBRUARY 16, 1988 BETWEEN THE CITY OF DENTON AND FREESE AND NICHOLS, INC RELATING TO PROFESSIONAL ENGINEERING SER- VICES FOR LAKE RAY ROBERTS OFFSITE WATER TRANSMISSION FACILITIES, AUTHORIZING THE EXPENDITURE OF FUNDS THEREFORE, AND PROVIDING AN EFFECTIVE DATE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That the Mayor is authorized to execute Amendment No 3 to the agreement between the City of Denton and Freese and Nichols, Inc relating to Lake Ray Roberts Offsite Water Transmis- sion Facilities under the terms and conditions contained within said amendment, a copy of which is attached hereto and made a part hereof SECTION IT That the City Council hereby authorizes the expen- diture of funds not to exceed Two Hundred Sixty-six Thousand Hun- dred Nine Hundred Thirty-five Dollars ($266,935) for the services required pursuant to the Agreement, as amended SECTION III That this ordinance shall become effective immediately upon its passage and approv 1 PASSED AND APPROVED this the day of 1991 BOB CASTLEBERRY, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY BY 0%~~A wmi" APPROVED AS TO LEGAL FORM DEBRA A DRAYOVITCH, CITY ATTORNEY r BY e wpdocs\amend ORIGINAL AMENDMENT NUMBER 3 TO THE AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF DENTON AND FREESE AND NICHOLS, INC , FOR LAKE RAY ROBERTS OFFSITE WATER TRANSMISSION FACILITIES The Agreement for Engineering Services entered into on the 16th day of February, 1988 by and between the City of Denton (OWNER) and Freese and Nichols, Inc , (ENGINEER) shall be amended as set forth below A copy of said Agreement, together with Amendments Number 1 and 2, is attached as Exhibit 111" and is hereby amended as follows I That portion of the Agreement within Section III which describes Phase II is hereby amended by the addition of the following language after the paragraph designated as No 8 on Page 7 of the agreement Prepare the design of a booster pump station and ground storage tank, and a pump room bridge crane system, a fire protection sprinkler system of the chlorine storage and chemical control rooms and one (1) variable frequency pump motor drive system for the Hartlee Field Road Pump Station and ground storage tank facility, that includes the following 1 Two (2) preliminary site layouts with two (2) proposed pump station building floor plan and elevation alternatives 2 Pump station building to enclose three (3) vertical turbine pumps with space for three (3) vertical turbine pumps to be added in the future Building is to have appearance of a high quality modern residential home 3 One partially buried rectangular cast-in-place concrete storage tank with a capacity of approximately three million (3,000,000) gallons 4 Emergency chlorine scrubber system with audible, visual and remote alarms 5 Temporary off-site crushed stone access drive from Sherman Drive to the pump station site 6 Attend six (6) pro3ect coordination meetings (Items 1 through 6 approved by Amendments 1 and 2 ) 7 One 42-inch diameter discharge line from the pump station to the intersection of Loop 288 and Sherman Drive 8 The booster pump station and the 42-inch discharge line will be bid and will be awarded to a single construction contractor (Items 7 and 8 approved by Amendment 1 ) 9 Design a low profile, top running, double girder bridge crane with a three (3) ton capacity The crane will be designed to include an electric motor operated bridge, trolley and hoist The crane will have the capacity to only lift the pump control valve or one of the 350 H P motors 10 Design a variable frequency pump motor drive (V-F-D) system for one (1) of the proposed pumps at the Hartlee Field Road Pump Station The V-F-D will be dedicated to only one of the pumps Provisions will be included to by-pass the variable frequency controls and run the pump at constant speed, if an electronical problem develops with the V-F-D controls 11 Design a fire protection sprinkler system for the chlorine storage and chemical control rooms II That paragraph within Section VI, Subsection B, on Page 14 of the Agreement which obligates the Engineer to submit a maximum fee to the Owner for Phase II Detailed Design Phase Services is hereby amended by the addition of the following language The ENGINEER shall be paid for the Phase II- Detailed Design Phase, described above in Amendment No 3, and for the addi- tional scope of work under Phase III - Construction Phase Booster Pump Station - Ground Storage Tank described in the Prime Agreement, as set forth in Exhibit "A" of the original Agreement, Schedule of Charges, with the total fee not to exceed the amount listed below (Phase III is based on a twelve (12) month construction period in lieu of nine (9) months) Estimated Fee Pump Station and Grou nd Storage Tank Not to Exceed Amendment No 3 Phase II $ 13,400 Amendment No 1 Phase II & III 147,850 Amendment No 2 Phase II & III 105,685 Total Estimat ed Phase II & III $266,935 PAGE 2 Partial payments to the Engineer will be made on the basis of monthly statements rendered to and approved by the Owner, however, under no circumstances shall any monthly statements exceed the value of work performed at the time a statement is rendered III All other provisions, terms, conditions and obligations of the Agreement between Owner and Engineer which are not expressly amended here shall remain in full force and effect Said Agreement and this Amendment shall be construed together as a single contractual agreement This Amknent Numbe 3 s executed in two counterparts, on this the Y day of , 1991 CITY OF DENTON, TEXAS, OWNER BY ATTEST JENNIFER WALTERS, CITY SECRETARY BY APPR V D AS OR LEGAL FORM DEBRA ADAMI DRAYOVITCH, CITY ATTORNEY CASTLEBERRY, BY LOA. FREESE AND NICHOLS, INC , ENGINEER BY c~~P ROBERT L NICHOLS, PRESIDENT ATTEST e ~ &AffbX44- S ETA ~g "t PAGE 3 :{HIHIT "1" AGREE4ENT FOR ENGIMEE1I4G SERYICES FOR LAKE RAY ROBERTS OFF SITE WA TER TRANSMISSION FACILITIES STATE OF TEXAS COUNTY OF OENTON This Agreement made, entered into and executed this the %d-j ~ day Oe 1988, by and between the My or ereinafterecailedr a "EHG HEER' actirtgnherein?ebynandiLhroughlits~repre- sentative, duly authorized so to act for and in behalf of said ENGINEER WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows SECTION I EMPLOYMENT OF ENGINEER The OWNER agrees to employ the ENGINEER, and the ENGINEER agrees to perform professional engineering services in connection with the Project as stated in the sections to follow, and for having rendered such services, the OWNER agrees to pay to the ENGINEER compensation as stated in the sections to follow The Protect shall include design of off-site water transmission facilities, including transmission lines, booster pump station and ground storage reservoirs The ENGINEER agrees to render the services under the Agreement in accordance with the/professional standards prevailing in the Oallas/Fort Worth/Metroplex area. highest SECTION 11 PERIOD OF SERVICE This Agreement shall becone effective upon execution by the OWNER and the ENGINEER and shall rennin in force for the period which may reasonably be - required for the design, award of contract, and construction of the Pro- ,lect, including Additional Services and any required extensions approved by the OWNER. -1- SECT,ON III 9ASIC S:RYICES Tne ENGINEER snalI render tie rollowina professional services for the development of the Project PHASE I - ANALYSIS AND PRELIMINARY OESIGN Upon execution of this Agreement, ENGINEER shall a Consult with OWNER (1) to review the scope of work, (2) to verify the OWNER 's requirements for the Project, and (3) to review available data b Advise OWNER as to the necessity of OWNER's providing or obtaining data or services from others, and assist the OWNER in connection with any such services c Provide analyses of OWNER's requirements for the project, as verified in Section III, Paragraph A 1 a , including planning, surveys, site evaluations and comparative studies of prospective sites and solutions. d Prepare a flow chart showing key project milestones including Phases I through III The flow chart will be updated monthly and sent to the OWNER The ENGINEER understands that the OWNER desires to have the ground storage reservoir, booster pump station, and tie-ins to the City's distribution system in operation by May 1, 1990, and the transmission line from the water treatment plant to the booster pump station in operation by May 1, 1991 The OWNER acknowledges that the ENGINEER is only one of the many parties involved in the project and that the ENGINEER cannot assure completion of the project by a specific date. Prepare a Preliminary Design Report (POR) containing schematic layouts, sketches and conceptual design criteria with appropriate exhibits to indicate the considerations involved and the alterna- tive solutions available to OWNER and setting forth ENGINEER's findings and recommendations with opinions of probable construc- tion costs for the Project, which includes estimates of contingencies and allowances for charges of professionals and consultants. Allowances for the cost of land and rights-of-way, _ compensation for or damages to properties and interest and financing charges will be provided by the owner or others so designated by the OWNER, all of which are hereafter called "Project Costs" The POR shall consist of three Technical Memorandums (TM) or Sub-Chapters addressing the following areas -2- TM 41 - UPDATE DATER SYSTE'i ANALYSIS Tnis task will consist of updatino and revis no the City s pater system master plan based on the Ray Roberts grater Treatment Plant facilit es and deliverino water into the northeast portion of Denton through a new booster pump station The specific sub-tasks will consist of the following 1) Meet with the OWNER's staff to verify the accuracy and review all changes to the water distribution system since the last computer model was input on Freese and Nichols' system OWNER will provide the changes to the system for the ENGINEER to input into the computer model Review the current and proposed operations of the system with the OWNER (One trip to Denton included) 2) Obtain from the OWNER's staff updates of the population and/or land use projections and distribution through the year 2010. (NOTE The population projections utilized to construct the computer model input on the Freese and Nichols system are only through the year 2000, one trip to Denton included) 3) Obtain from the OWNER's staff water use records since the last water system analysis, including water production records, point source industrial and commercial demands, tank levels, pumping records, and system pressures. (One trip to Denton included) 4) Estimate current and project future average-day, peak-day, maximum hour, and tank filling on peak-day demands throughout the system through the year 2010. 5) Update the computer model of Denton's existing water system and analyze the system based on current and maximum hour and tank filling conditions Analysis of the water distribution system will be limited to lines 12-inches in diameter and larger (NOTE Extended period simulations are not included). 5) Endeavor to verify the accuracy of the computer model by comparing the results with records of actual pumping, tank levels, and pressures. (One trip to Denton included) 7) Determine ground and elevated storage requirements and pumping requirements to meet projected demands through the year 2010. 8) Analyze the water distribution system based on projected year 2010 demands and recommend necessary improvements Evaluate the following methods of supplying the proposed upper -3- pressure plane (l) tnrouon the exist no pump station at McRenna Park, (2) througn a separate upper pressure plane booster pump station, and (3) through the Lake Ray Roberts Booster Pump Station (One trip to Denton ncluded) 9) Establish priorities and develop opinion of probable cast `or recommended improvements 10) Conduct Technical Review Board meeting on Technical Memorandum No 1 The Technical Review Board will consist of three senior technical members of the ENGINEER's staff They will provide an independent review of the Analysis Phase 11) Conduct a work shop with the OWNER on the findings and recommendations in Technical Memorandum No. 1 Review in draft form with the OWNER's staff (One trip to Denton included) 12) Finalize Technical Memorandum No 1 and present to the OWNER (One trip to Denton included) TM dig - PRELIMINARY PIPELINE ROUTING This task will consist of evaluating potential pipeline routes from the Lake Ray Roberts Water Treatment plant to the booster pump station and the recommendation of a preferred route The specific sub-tasks will consist of the following 1) Using USGC and aerial maps, lay out a maximum of three alternative pipeline routings. (One trip to Denton included) 2) Make a field evaluation of each of the alternatives, including topographic features, highway and railroad crossings, overhead power and other utility conflicts that are apparent from visual observation. Determine major property owners along each routing (5 days of field work included) 3) Determine pipeline initial and ultimate capacity and determine easement requirements (Easement description not included). 4) Develop hydraulic profiles for each routing and prepare opinions of probable construction cost and life cycle operations cost of each alternative. This will include evaluating the possibility of serving potential new development between the lake and the City from this line 5) Recommend routing and develop V-500' plan and profile sheets from USGC maps of route (One trip to Denton included) 5) Conduct Technical Review Board inee n no (concurrent w~ n TRB meeting for Technical Memorandum No 1) 7) ConduCt a workshop with the OWNER on the findings and recommendat,ons in Technical Memorandum No 2 Review drart form witn the OWNER s staff (One trip to Oenton included) a) Finalize Technical Memorandum No 2 and present to the OWNER (One trip to Denton included) TM 03 - PRELIMINARY LAYOUT BOOSTER PUMP STATION, GROUND STORAGE, AND DISTRIBUTION SYSTEM IMPROVEMENTS This task will consist of preliminary sizing and layout of the booster pump station, a separate upper pressure plane pump station (if required), ground storage facilities, and distribution system improvements necessary for the pump station(s) to tie into the water distribution system These facilities will be based on the findings and recommendations presented in Technical Memorandum No 1, Update of Water System Analysis The specific sub-tasks will consist of the following 1) Determine the projected year 2010 and maximum feasible capacity (pumping and storage) of the booster pump station and, if required, an upper pressure plane pump station Evaluate horizontal vs. vertical pumping units and steel vs concrete storage tanks (including below or partially below grade concrete tanks) Determine the architectural style and landscaping to be utilized (Two days of the site visits included) 2) Evaluate alternative arrangements of components on the pump station(s) site. Various increments of pumping and storage will be evaluated to meet current and future demands Develop a topographic contour map of the pump station site and legal description of the property 3) Develop preliminary piping and instrumentation diagrams (PID) and electrical design concepts Determine immediate, pro- jected year 2010, and projected ultimate power requirements Review the operating philosophy with the OWNER's staff and establish the, level of instrumentation and control required for the pump station(s) This sub-task will be done it conjunction with the Water Treatment Plant Instrumentation Concept Report (TM A). The PID will be in schematic form and will depict the major piping, valves, pumping units, instrumentation, and controls (Two trips to Denton included) -5- 4) Oeve lop architec'_raI design concept `or the pump station(sl This will include parkins, lanoscapina, orfice space shoo space, HVAC, and 1 ghtina reiuirenents (one trip td Denton neluded) 5) Oevelop the routtnus or required distribution system lines to tie the pump stat on(s) into the water system 6) Develop opinions or probable construction cost and a project schedule This will include recommendations on possible multiple construction contracts and/or pre-selection of equipment. 7) Conduct Technical Review Board meeting 8) Conduct a workshop with OWNER's staff on the layouts and recommendations of Technical Memorandum No 3 Review in draft form with the OWNER's staff (One trip to Denton included) 9) Finalize Technical Memorandum No 3 and incorporate into the Preliminary Design Report Prepare 15 copies of the Preliminary Design Report 10) Present the findings of the Preliminary Design Report to the Public Utilities Board, the Planning and Zoning Commission and the City Council (Two trips to Denton included) PHASE IT - OETAILEO DESIGN PHASE The scope of work for this phase is a general outline of services to be provided and is based on the understanding of the project at this time Upon completion of Phase I, Analysis and Preliminary Design Phase, a detailed scope of work for Phase II, Detailed Design Phase, will be furnished to the OWNER. After written authorization from the OWNER, the ENGINEER shall provide professional services in this phase as follows 1 Prepare detailed plans, specifications, contract documents, designs, and layouts of improvements to be constructed 2 Provide the OWNER with advice, when requested, with respect to the making of all subsurface investigations, including borings, test pits, soil resistivity surveys, and other subsurface explorations, however, the making of such investigations and the interpretations of data and reports by special consultants are not a part of the services to be rendered by the ENGINEER, and the cost therefor shall be paid by the OWNER The ENGINEER shall monitor and review the work of testing laboratories and inspection bureaus required for the testing-or -A- inspection of materials witnessed tests factory test no, erc `or the Project, but the cost or sucn laboratory tests or inspection small be paid by the OWNER 3 Furnish the OWNER, when requested the enaineerino data necessary for applications for routine permits required by local, state and `ederal authorities Preparation of detailed applications and supporting documents for government grants or for planning advances will be provided as Additional Services 4 Submit plans, specifications, and contract documents to the applicable federal and state agency(s) for approval, where required S Furnish such information necessary to utility companies whose facilities may be affected or services may be required for the Project 6 Prepare revised opinion of probable construction cost, and bidder's proposal forms (project quantities) of the improvements to be constructed 7 Conduct Quality Control (QC) workshops utilizing the senior members of the ENGINEER's staff with experience acceptable to the OWNER QC workshops will be held at approximately 305, 605 and 995 complete milestones of Phase II, Detailed Design a Furnish the OWNER three (3) sets of copies of plans, specifica- tions, and bid proposals marked "Preliminary" for approval by the OWNER Upon final approval by the OWNER, the ENGINEER will provide the OWNER ten (10) sets of copies of "Final" plans As directed by the OWNER, additional sets of plans, specifications and bid documents as are necessary in the receipt of bids for construction and as are required in the execution of the project, shall be furnished by the ENGINEER and shall be paid for by the OWNER at actual cost of reproduction. PHASE III - CONSTRUCTION PHASE SERVICES Upon completion of the design services and approval of "Final" plans and specifications by the OWNER, the ENGINEER will proceed with the performance of services in this phase as follows. 1 Assist the OWNER in securing bids, issuing notice to bidders and notifying construction news publications. The notice to bidders will be furnished to the OWNER for publication in the local news media The cost for publications shall be paid by the OWNER 2 Assist the OWNER in the opening, tabulation, and analysis of the bids received and furnish recommendations on the award of contracts or the appropriate actions to be taken by the OWNER -7- _ssist in the prepdratl On of °ormal contract documents for construction contraCts 1 ass st in conducting pre-construct on conrerencc(s) th the Contractor(s) review construct an schedules prepared by the Contractor(s), and prepare a proposed estimate of monthly cash requirements of the project 5 iake two visits each month to the site (as distinguished from the continuous services of a Resident Project Representative) to observe the progress and the quality of work and to attempt to determine in general if the work is proceeding in accordance with the contract documents In performing these services, the ENGINEER will endeavor to protect the OWNER against defects and deficiencies in the work of Contractors, the ENGINEER will report any observed defects or deficiencies immediately to the OWNER, however, it is understood that the ENGINEER does not guarantee the Contractor's performance nor is he responsible for supervision or the Contractor's operation and employees. ENGINEER shall not be responsible for the means, methods, techniques, sequences or procedures of construction selected by Contractor or the safety precautions and programs incident to the work of the Contractor ENGINEER shall not be responsible for the acts or omissions of any person (except his own employees and agent) at the Project site or otherwise performing any of the work of the Protect 6 Consult and advise with the OWNER during construction, make recommendations to the OWNER regarding materials and work- manship, and prepare change orders with OWNER's approval 7 Review samples, catalog data, schedules, shop drawings, labora- tory, shop and mill tests of material and equipment and other data pursuant to the General Conditions of the Construction Contract 8 Assist the OWNER in arranging for testing of materials and laboratory control during construction to be conducted at the OWNER's expense. 9 Interpret intent of the plans and specifications for the OWNER and Contractor(s). Investigations, analyses, and studies requested by the Contractor(s) and approved by the OWNER, for substitutions of equipment and/or materials or deviations from the plans and specifications will be considered an additional service. (NOTE Such studies conducted by the ENGINEER, if determined to be inadequate due to incompletness of ENGINEER prepared plans and specifications will be redone without additional compensation. Any defective designs, plans or specifications furnished by the ENGINEER shall be promptly corrected by the ENGINEER at no cost to the OWNER) 4- 10 Review and comment on monthly and final estimates for payment to Contractor(s), pursuant to the General Conaitions or the Construction Contract 11 Conduct, in company with the OWNER's representative, a final inspection of the Project for conformance with the design concept of the Project and general compliance with the contract docu- ments, and review and comment on the certificate of completion and the recommendation for final payment to the Contractor(s) 12 Revise the construction drawings in accordance with the infor- mation furnished by construction Contractor(s) reflecting changes in the Project made during construction One set of reproducible prints of "Record Drawings" shall be provided by the ENGINEER to the OWNER 13 The ENGINEER will contact the OWNER's operating staff ten (10) months after the date of final acceptance to determine warranty items to be addressed by the Contracator SECTION IY ADDITIONAL SERVICES Additional services to be performed by the ENGINEER, if authorized by the OWNER, which are not included in the above described basic services, are described as follows A Field Surveying required for the preparation of designs, drawings and plans including topographic survey of the booster pump station and storage tank site(s) and pipeline routings 8 Field layouts or the furnishing of construction line and grade surveys C. Investigations involving detailed 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 con- struction performed by the OWNER D Necessary property, boundary and right-of-way surveys, preparation of easement and deed descriptions, including title search and examination of deed records. Providing a land agent or public relations specialist to assist the OWNER in obtaining easements E Preparing applications and supporting documents for government grants, loans, or planning advances and providing data for detailed applications Providina snoo mill f eld or laboratory nspection or materials and equipment J. Preparing any required Operat on and Ma ntenance Manuals or conduct no operator trainina and preparing Environmental Impact Assessments or Statements Appearing before regulatory agencies or courts as an expert wit- ness in any litigation with third parties or condemnation proceed- ings arising from the development or construction of the Project, including the preparation of engineering data and reports for assistance to the OWNER Furnishing the services of a Resident Project Representative to act as the OWNER's on-site representative during the construc- tion phase, if requested by the OWNER The Resident Project Representative shall be acceptable to the OWNER The Resident Project Representative will act as directed by the ENGINEER in order to provide more extensive representation at the Project site during the Construction Phase The duties and responsibilities and the limitations on the authority of the Resident Project Repre- sentative and assistants will be set forth in Exhibit 8 which is to be identified, attached to and made a part of this Agreement As set forth in Section III, C.S, the ENGINEER does not guarantee the Contractor's performance nor is he responsible for supervision of the Contractor's operation and employees. If the ENGINEER is requested to visit the site more frequently than two (2) visits each month as set forth in Section III, Paragraph C 5, the requested visits shall be considered as an Additional Service and the ENGINEER shall be entitled to additional compensation Through more extensive on-site observations of the work in pro- gress and field checks of materials and equipment by the Resident Project Representative and assistants, the ENGINEER shall endeavor to provide further protection for OWNER against defects and defi- ciencies in the work, but the furnishing of such Resident Project Representation will not make ENGINEER responsible for construction means, methods, techniques, sequences or procedures or for safety precautions or programs or for Contractor's failure to perform the construction work in accordance with the Contract Documents except insofar as such failure may result from the ENGINEER's negligent acts or omissions. Assisting the OWNER in claims disputes with Contractor(s) Performing investigations, studies and analyses of substitutions of equipment and/or materials or deviations from the plans and specifications. -10- L Assisting 04NER or Contractor in the derense or prosecut an of litigation in connect on with or n addition to Chose services contemplated by this Agreement Such sere ces, r any, snail be furnished by ENGINEER on a fee basis negotiated by the respect ve parties outside of and in addition to tn.s Agreement M Preparing copies of Computer Aided Orafting (CAO) electronic data bases, drawings, or files for the OWNER's use in a future CAD system N Providing video camera with video tapes of the construction to be used as a historical record and for operator training 0 Attendance at any additional meetings other than those specifically noted in the Basic Services requested by the TOH, regulatory agencies, or the OWNER P Any additional services required by the OWNER not included in Basic Services SECTION V RESPONSIBILITIES OF OWNER OWNER shall do the following in a timely manner so as not to delay the services of ENGINEER A 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 instruc- tions, receive information, interpret and define OWNER's policies and decisions with respect to ENGINEER's services for the Project B. Provide all criteria and full information as to OWNER's require- ments for the Project, including design objectives and con- straints, space, capacity and performance requirements, flexi- bility 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 Specifica- tions. C. Assist ENGINEER by placing at ENGINEER's disposal all available - Information pertinent to the Project including previous reports and any other data relative to design or construction of the Project. 0. Arrange for access to and make all provisions for ENGINEER to enter upon public and private property as required for ENGINEER to perform services under this Agreement -11- E Examine all studies, reverts, sketches, draw Inas, specifica- tions, proposals and other documents presented by E4GINEER, obta n advice or 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 ENGINEER F 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 G The 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 OWNERdataaf shalndl also make or arrange to have made the interpretati ons o reports resulting from such investigations All costs associated with such investigations shall be paid by the OWNER H Provide such accounting, independent cost estimating and insur- ance counseling services as may be required for the Project, such legal services as OWNER may require or ENGINEER 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 haw 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 furnish- ing and performing the work. I The OWNER shall determine, prior to receipt of construction bid, if the ENGINEER is to furnish Resident Project Representative service so the Bidders can be informed. J If OWNER designates a person to represent OWNER at the site who is not the ENGINEER or ENGINEER$s agent or employee, the duties, re- sponsibilities and limitations of authority of such other person and the affect thereof on the duties and responsibilities of Engi- neer and the Resident Project Representative (and any assistants) will be set forth in an exhibit that is to be identified, attached to and made a part of this Agreement before such services begin _ K Attend the pre-bid conference, bid opening, pre-construction conferences, construction progress and other fob related meetings and substantial completion inspections and final payment inspec- tions. L Give prompt written notice to ENGINEER whenever OWNER observes or otherwise becomes aware of any development that affects the scope -12- or timing of ENGINEER s services cr any defect or nonconrormance of the wort of any Contractor t Furnish, or direct ENGINEER to provide Additional Serv ces as stipulated n Section I4 of this Aaree,nent or other services as required N Provide transportation such as airline fare, automobile rental or subsistence required for OWNER's personnel to attend project meetings or inspection trips 0 Obtain the land required for the pump station site(s) and all easements for the pipelines P Bear all costs incident to compliance with the requirements of this Section V SECTION VI COMPENSATION A. COMPENSATION TERMS 1. "Salary Cost" is defined as the cost of payroll for ENGINEERS, draftsmen, stenographers, surveyors, clerks, laborers, etc. for time directly chargeable to the Project, plus Social Security contributions, unemployment compen- sation, insurance retirement benefits, medical and insurance benefits, longevity payments, sick leave, vacation and holiday pay applicable thereto (Salary cost is equal to 1 4136 times payroll ) 2. "Sub-Contract Expense" is defined as the expense that is incurred by the ENGINEER in employment of others in outside firms for services in the nature of foundation borings, testing, surveying, process design and similar services that are not included in the Basic Services 3. "01rect Non-labor Expense" is defined as that expense for any assignment incurred by the ENGINEER for supplies, transpor- tation and equipment, travel, communications, subsistence and lodging away from home and similar incidentals in connection with that assignment. 8. BASIC SERVICES For and in consideration of Phase I - Analysis and Preliminary Design Phase of the Basic Services to be rendered by the ENGINEER, the OWNER agrees to pay based on the Schedule of Charges shown in -13- Exhibit A, with total fee not o exceed one hundred twenty two thousand two hundred dollars 0 122 2001 Partial payments to tee ENGINEEI will be made on the bass or monthly statements rendered to and approved by r^e OWNER, however, under no circumstances shall any monthly statement for services exceed the value or work performed ac the time a statement is rendered Prior to proceeding beyond Phase I - Analysis and Preifminary Design Phase, the ENGINEER shall submit a maximum fee for Phase II - Detailed Design Phase and Phase III Construction Phase Services for approval of the OWNER The agreed maximum fee will be attached to and made a part of this Agreement for Engineering Services It is specifically understood and agreed that the ENGINEER shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by the OWNER for any charge, expense or reimbursement above the maximum fee as stated without having first obtained written authorization from the OWNER In the event the OWNER does not elect to authorize the ENGINEER to proceed to Phase II, Detailed Design, or subsequently to Phase III, Construction Phase, the provisions of Section XIV' will be utilized to terminate the Contract C ADDITIONAL SERVICES I. For Resident Representation and Inspection During Construc- tion and Construction Layout For the resident representation during construction and construction layout (Section IV 8 and i the ENGINEER shall be paid based on the Schedule of Charges in Exhibit A Payments for resident project representation and construction layout shall be due and payable upon submission of statements by the ENGINEER Statements shall not be submitted more frequently than monthly 2. For Other Additional Services For additional services in Section IV except resident repre- sentation, the ENGINEER shall be paid based on the Schedule of Charges shown in Exhibit A. Payments for additional - services shall be due and payable upon submission by the ENGINEER. Statements shall not be submitted more frequently than monthly. If OWNER fails to make any payment due ENGINEER for services and expenses within forty-five days after receipt of ENGINEER's statement therefore, the amounts due ENGINEER will be increased at -14- the rate of 1, per month from said forty-riftn day and n addition, ENGINEER nav, arter civ ny seven days written notice to OWNER, suspend services under tills Adreenent until ENGINEER has been paid in full all amounts due for services, expenses and charges Any applicable new taxes and charges imposed upon services, expenses, rges by any governmental body after the execution of this contract w.11 be added as necessary to the ENGINEER s compen- sation (NOTE Final payment processing may require sixty days and no increased amounts will be due until after sixty days have elapsed) SECTION VII TIME OF COMPLETION Orethislcontract, cTheeENGINEER shall ecoProject mplete te ewartI n accordance execution the following schedule Item Technical Memorandum f1 Technical Memorandum ,f2, 83 Preliminary Design Report Submit Within Designated Calendar Days Following Date of This Agreement 10 SECTION VIII 120 ISO OPINION OF PROBABLE CONSTRUCTION COST The ENGINEER will furnish an opinion of probable construction cost of the work, but does not guarantee the accuracy of such estimates Opinions of probable construction cost, financial evaluations, feasibility studies, economic analyses of alternate solutions and utilitarian con- siderations of operations and maintenance cost prepared by ENGINEER hereunder will be made on the basis of ENGINEER's experience and qualifications and represent ENGINEER's best Judgement as an experienced and qualified design professional. It is recognized, however, that ENGINEER 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, and that any utilitarian evaluation of any facility to be constructed or work to be performed on the basis of the Report must of necessity be speculative until completion of its detailed design Accordingly, ENGINEER does not guarantee that proposals, bids or -Is- actual costs will not vary from open ons, evaluations or stud es submit,ed by E4GINEER to OWNER hereunder SECTiUN IX REVISION TO PLANS ANO SPECIFICATIONS The OWNER reserves the right to direct substantial revision of the Plans and Specifications after approval by the OWNER as OWNER may deem necessary but in such event the OWNER shall pay to the ENGINEER just and equitable compensation for services rendered in making such revisions SECTION X OBSERVATION AND REVIEW OF THE WORK The ENGINEER will endeavor to protect the OWNER against defects and de- ficiencies in the work of Contractors, by observation of the work as it progresses, by interpretation of the plans, specifications and other contract documents to and with the Contractors, by the disapproval of defective work as may be observed and the issuance of stop-orders from the OWNER with respect to defective material and workmanship where they are observed, and the ENGINEER will exercise due diligence to assist the OWNER in requiring that the work be done in accordance with plans and specifi- cations, but the Contractor will remain an independent contractor with the OWNER, and the ENGINEER does not guarantee the performance of such construction contracts As set forth in Section III, C 5 and Section IV I, ENGINEER shall not be 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 Also the ENGINEER shall not be responsible for the acts or omissions of any person except his own employees and agents at the project site or otherwise perrorming any of the work at the project SECTION XI OWNERSHIP OF DOCUMENTS All documents prepared or furnished by ENGINEER (and ENGINEER's independent associates and consultants) pursuant to this Agreement are instruments of service and ENGINEER shall retain an ownership and property interest here- _ in OWNER may make and retain copies for information and reference, how- ever, such documents are not intended or represented to be suitable for reuse by OWNER or others. Any reuse by OWNER without written verification or adaptation by ENGINEER will be at OWNER's sole risk and without liability or legal exposure to ENGINEER, or to ENGINEER's independent associates or consultants, and OWNER shall indemnify and hold harmless ENGINEER and ENGINEER's independent associates and consultants from all claims, damages, losses and expenses including attorneys' fees arising out -16- or or resulting thererrom Any such ve n rication or adaptation will entitle ENGINEER to further compensation at rates to be aareeo uoon by OWNER and ENGINEER SECTION XII INDEMNITY ENGINEER shall indemnify and save harmless the OWNER and its officers, agents, and employees from the liability of the OWNER on account of any injuries or damages received or sustained by any person or persons or property, including court costs and reasonable attorneys fees incurred by the OWNER, proximately caused by the negligent acts or omissions of the ENGINEER or its officers, agents, or employees in the execution, operation, or performance of this Agreement In the event of liability from suits, actions or claims arising out of or occasioned by the negligence of both the ENGINEER and the OWNER, their agents or employees, in the performance of this Agreement, each party shall contribute toward the satisfaction of the liability its propor- tionate share, which share shall be equal to the percentage of negligence attributable to the party SECTION XIII AR8ITRATION 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 SECTION XIY TERMINATION OF CONTRACT ' The obligation to provide services under this Agreement may be terminated by either party upon thirty days' written notice in the event of substan- tial failure by the other party to perform in accordance with the terms thereof through no fault of the terminating party. In the event of any _ termination, ENGINEER will be paid for all services properly rendered and reimbursable expenses incurred to the date of termination and, in addition, all reimbursable expenses directly attributable to termination -17- SECTION XV SUCCCSSORS ANO ASSIGNMENTS OWNER and ENGINEER each are hereby bound and the partners, successors executors, administrators and legal representatives or OWNER and ENGINEER are hereby bound to the other party to this Agreement and to the partners successors, executors, administrators and legal representatives (and said assigns) of sucn other party, in respect of all covenants, agreements and obligations of this Agreement Neither OWNER nor ENGINEER 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 ENGINEER from employing such independent associates and consultants as ENGINEER may deem appropriate to assist in the performance of services hereunder Nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than OWNER and ENGINEER, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of OWNER and ENGINEER and not for the benefit of any other party This Agreement (consisting of pages 1 to 21 inclusive) constitutes the entire Agreement between OWNER and ENGINEER and supersedes all prior written or oral understandings This Agreement may only be amended, supplemented, modified or cancelled by a duly executed written instrument SECTION XYI The following exhibits are attached to and made a part of this Agreement EXHIBIT A - Schedule of Charges EXHIBIT 8 - Outies, Responsibilities and Limitations of Authority of Resident Project Representative - -1a- This contract is executed in two counterparts ATTEST C'TY OF DENTON, T:XAS A+ner A rove s io Legat arm By eDra rayovitcn City Attorney By ay t p ens i Mayor ATTEST ""e one~ V1,Ee President FREESE AND NICHOLS, INC Engineer ByRobert N c.G nos'~ Executive Vice President -19- ZXH1d1T A SCHEDULE OF C0RGES Staff members esentation Salary Cost Times Mult pl er of 2 J esiaent epr Salary Cost Times Multiplier of 2 O Salary Cost is defined as the cost of payroll of engineers, draftsmen, stenographers, surveymen, clerks, laborers, etc for time directly chargeable to the project, plus social security contributions, unemployment compensation insurance, retirement benefits, medical and insurance benefits, longevity payments, sick leave, vacation and holiday pay applicable thereto (Salary Cost is equal to 1 4136 times payroll This factor is adjusted annually ) Other Direct Expenses Sub-Consultant Charges Actual Cost Times Multiplier of 1 15 All Other Direct Expenses Actual Cost Times Multiplier of 1 00 Other direct expenses shall include printing and reproduction expense, communication expense, travel, transportation and subsistence away from Fort Worth 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 or agents other than staff members -20- Duties, Responsibilities and Limitations of Authority of Resident Project Representative A Cenrni Resident Project Rcreaentative n ENGINEFR I Agent will xs as directed by and under the to VEER and will Confer vnth FNGINEER regarding his actions Resident Project Representative in ENG1 pertaining to the on sue Work shall in general be Only with supervision subcontractors shall only be through or with the full knowledge CON ENGINEER CON and CONTRACTOR Written s dealings eommuaresti matters OWNER will he oniv through or as directed by rNGINEER of CTOR and decommunication wren Ducks end Responsibilities Resident Project Representause will 1 SbyehtdCONubTrRAC RQVnTOR w theandprogss schedule schedule of shop Drawme subriicitly and schedule of values prepared cnnsuitrewith ENGINEFR concerning thew accclitam bsy 2 Cunferrnttt Attend preconstnietion conferences Arrange a schedule of progress meetings and other job conferences as required in consultation with ENGINEER and Polity thou expected to attend in advance Attend meetings and maintain and Circulate copses of minutes thereof 3 Lsatron a Serve as ENGINEFR s liaison with CONTRACTOR working principally through CONTRACTOR s supannmen dent andasststhtmmundentsndmgihemantO(theConsrsCtpoCumcntt Assist ENGINEERrnserving asOWNER i 112131081 with CONTRACTOR when CONTRACTOR s operations Affect OWNER s on site operations It As requested by ENGINEFR asses rn Obtaining from OWNER additional details or inforoution when at the job site for proper execution of the Work required 4 Shop Drawings and Sampfex a Receive and record date of recalins by CONTRACTOR and no Wy ENGINEYoR of shout av ati3"d Sentries receive ablisty for examination which are furnished as jet sne b Advise ENGINEER and CONTRACTOR or ns superintendent unmedately of the commencement of any Work requlring a Shells Drawing or sample submission tithe submission has ram been approved by ENGINEER. J Afvi~ Of WOOF Rt2er rum r,/Drfemon, Wrref fntpretrrma and Tnrr m sec dsneenwuuA he Consr1O^aeat Of shetn acs and othat gress t asHsia ENGINEER in determining tithe Work ss proceeding b Report to ENGINEER whenever he believes that any unsatisfactory t (aaky ortdefeet un does inn conform to the Contract Documents ordOeanninicer she roqusremenss of any umpeaana tats l to be made Or hoe been damaged prior to final payment and adnx t NGINEER whoa he tbitiftevirs ests or Work approval should required ed corrected or rejected or should be uncovered for observation or regwres special testing inspection or approval C Verify that tease equipment and rvotms stanupe and operating and In=mcftatiee instructions are conducted as Docu and Mquatebecorda hereof nMervuemre rd and raprin n FNGINFutrod personnel and that CONTRACTOR maim tin. .nd ssanupv f:R appropriate deeds relative to the test procedure. J Auurnpany visiting imjsccloe% reprewming puhln fit ether agtneas having junaduttoe over the Project rnnrd the omuime 1(1hcv m.pe~unmv and rrpisu tit I NfdNFI R 4') i179 h• Nyii,.w.l Lai air) 111.i/ev.wiwri Mnerneerv `nor A 1i N M WaMinehin D C bt1011 lnrn M rl In n II n,r 111 t 11 In MI b I I)N1 R At 11 iR I V( 1VI I R tl 111111.14. n. AnJ ( II<C InI<rprrly Ins mrA 111 ulmaln t If LRI It m C in" III I I Iv luua 1 ()V TR At Tt iR And rearm inem "'A tea unnmt Rion. I 1 Ntil%t I R R Roea,dj ..e II its ( I m kLGa Atkin, in Orate n.t r Smciftcvluns a Maintain at the job tine urdcrty riles for correstwmdence rcpnns a(jon cun(erences Shop Drawings and samples submissions reproductions of oncinal Contract Documents including all addenda change orders ratio orders adds tional Drawings issued sttnsequent to the esccution of the Contra LNGINEER s clarifications and interpretations of the Contract Doeurnenis prnares',rerson t and whet Project rNated documents b Keep a diary tar log hltdk recording hours on the job site weather cundnwtns data relative o questions u(estras or deductions list of visiting officials and repres.ntauves of m inufaaturen fahneaton supplters and distributors daily activities Jeetswins uhservtiinn', in ptincnl and specttu. ohservauons in more dead as in the case of observing test procedures Send curt., w LN(ANI I R c Record names addresxs And tek:phone numhen it(all CONTRACTORS subcontractors and major suppliers of matenals and equipment 9 Reports a Furnish ENGINEER rwnndierepnrt',asr.quitedofpnigressa(theWorkadd CONTRACTOR scomphaneewnhthe approved progress schedule and schedule of Shop DMwmg submissions Is Consuls with E14GINF•ER In advance of scheduled major tests impecuons or start of important phases of the wort c Report immediately to ENGINFER upon the uccurrence of any accident 10 Payment Requisitions Review applications for paymant with CONTRACTOR for compliance with the established procedure for their submission and forward them with recommendations to ENGINEER noting particularly their relauen to the schedule of salu.s Work completed and matenals and equipment delivered at the site but not incor porated in the Work 1l CrrnFrorrr Marnrrnenrrand4prranawAlnntm/r During the course of the Work verify that certificates mamicnance and operation manuals and uhhr data requited to he assembled and furnished by CONTRACTOR are applicable to the items actually installed and deliver this material hs 1-4GINhER tot his review and forwarding to OWNER poor to Anal acceptance of the Work 11 Compirrrnn a Before ENGINEFR issue',s Cerltfieate I r Suhslanrial Completion suhmn to CO`fTRACTOR a list of observed items requiring completion or crarenton b Conduct final inspection in the .ampany it( rNGINI 1 R OW -4161t and CONTR AiCTOR and prepare a Anal list of Items to be completed or cprracted c VenfY that ad dents on Anal I'M have been completed at corrected and make recommendations to ENGINEER concerning acceptance C Limitations Author ft, Except upon written instnictiuns of FNGFNhI R Residetd Protect Representative I Shall not authonae any deviation from the Vansraet Documents or approve anv subsisting materials or equipment 1 Shall not exceed limitations an ENCANEFR s authority as sets (ooh in the Contract Documents J Shall not undertake anyoftherespamshilstme(CONTRACTOR suhcunlractursorCONTRACTORssupenntendent or expedite the Work r Shall not advise an or issuo directions relative to 1ny asoeet of the means methods techniques sequences Of procedures of construction unless vreh n specihcalis aalkd for in ilk C untract Documents 1 Shall not advise on or issue dotttiiuns as to stfety presautkitis and program% tar conne.pun with the Work A Shall not auihorirs ( IWAI It nI Ile,. upy ilx 14 wr.t in wh.dr Air in p its 7 Shall not p uu.ip.n. in m%i decd trod tai 1 1h uNtry t.st. 2841L THE STATE OF TEXAS § COUNTY OF DENTON § AMENDMENT NUMBER 1 TO THE AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF DENTON AND FREESE AND NICHOLS, INC , FOR LAKE RAY ROBERTS OFFSITE WATER TRANSMISSION FACILITIES The Agreement for Engineering Services entered into on the 16th day of February 1988, by and between the City of Denton (OWNER) and Freese and Nichols, Inc , (ENGINEER) shall be amended as set forth below The said Agreement is attached as Exhibit "1" and is hereby amended as follows I That portion of the Agreement within Section III which describes Phase II is hereby amended by the addition of the following language after the paragraph designated as No 8 on Page 7 of the agreement /Prepare the design of a booster pump station and ground storage tank, as approved in the Preliminary Design Report, that includes the following 1 Three (3) exposed vertical turbine pumping units with the pump station structure sized to accommodate three (3) additional pumping units. 2 One welded steel above-ground storage tank with a capacity of approximately three million (3,000,000) gallons 3 Chemical feed facilities for chlorine and ammonia 4 Required (on site) instrumentation and controls. 5 Concrete access road within the site 6 Landscaping and site drainage as required in the final approved plat (final plat by others) 7 One 42-inch diameter discharge line from the pump station to the intersection of Loop 288 and Sherman Drive 8. The booster pump station and the 42-inch discharge line will be bid and will be awarded to a single construction contractor / II That paragraph within Section VI, Subsection B. on Page 14 of the Agreement which obligates the Engineer to submit a maximum fee to the Owner for Phase II Detailed Design Phase and Phase III Construction Phase Services is hereby amended by the addition of the following language The ENGINEER shall be paid for the Phase II - Detailed Design Phase, described above in Amendment 1, and for the Phase III - Construction Phase Booster Pump Station and Ground Storage Tank, described in the Prime Agreement, as set forth in Exhibit "A" of the original Agreement, Schedule of Charges, with the total additional fee not to exceed the amount listed below (Phase III is based on a nine (9) month construction period) Additional Fee Booster Pump Station and Ground Storage Not to Exceed Phase II and Phase III $147,850 Partial payments to the Engineer will monthly statements rendered to and however, under no circumstances shall exceed the value of work performed at rendered III be made on the basis of approved by the Owner, any monthly statements the time a statement is All other provisions, terms, conditions and obligations of the Agreement between Owner and Engineer which are not expressly amended here shall remain in full force and effect Said Agreement and this Amendment shall be construed together as a single contractual agreement This a dment Num r 1 is executed in two counterparts, on this the day of 1989 CITY OF DENTON, TEXAS, OWNER BY ~ RKAY-3 $ MAYOR ATTEST JENNLFER WALTERS, CITY SECRETARY /W By I L PAGE 2 APPROVED AS TO LEGAL FORM DEBRA ADAMI DRAYOVITCH, CITY ATTORNEY BY FREESE & NICHOLS, INC , ENGINEER ATTEST SECRETARY PAGE 3 EXHIBIT "1" AGREEMENT FOR ENGINEERING SERVICES FOR LAKE RAY ROBERTS OFF SITE WA TER TRANSMISSION FACILITIES STATE OF TEXAS COUNTY OF DENTON This Agreement made, entered Into and executed this the /gyp day o Denton, f , 1988, by and between the y o e r hereinaftercallsd ho "ENGINEER" acting n herein, by n and Nichols, llts,repre- sentative, duly authorized so to act for and in behalf of said ENGINEER. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows SECTION I EMPLOYMENT OF ENGINEER The OWNER agrees to employ the ENGINEER, and the ENGINEER agrees to perform professional engineering services in connection with the project as stated in the $actions to follow, and for having rendered such services, the OWNER agrees to pay to the ENGINEER compensation as stated in the sections to follow. The Protect shall include design,of off-site water transmission facilities, including transmission lines, booster pump station and ground storage reservoirs. The ENGINEER agrees to render the services under the Agreement in accordance with the/ rofesslonal standards prevailing in the Dallas/Fort Worth/Metroplex area. highest SECTION II PERIOD OF SERVICE This Agreement shall become effective upon ENGINEER and shall remain in force for the required for the dealas award of contract, Ject, Including Additional Services and a by the OWNER9 execution by the OWNER and the period which may reasonably be and construction of the pro- required extensions approved -1- SECTION III BASIC SERVICES Tne EVGINEER shall render the following professional services for the development of the Project PHASE I - ANALYSIS AND PRELIMINARY OESIt.N Upon execution of this Agreement, ENGINEER shall Consult with OWNER (1) to review the scope of work, (2) to verify the OWNER 's requirements for the Project, and (3) to review available data. Advise OWNER as to the necessity of OWNER's providing or obtaining data or services from others, and assist the OWNER in connection with any such services. C. Provide analyses of OWNER's requirements for the project, as verified in Section III, Paragraph A 1 a , including planning, surveys, site #valuations and comparative studies of prospective sites and solutions. Prepare a flow chart showing key project milestones including Phases I through III. The flaw chart will be updated monthly and sent to the OWNER. The ENGINEER understands that the OWNER desires to have the ground store?e reservoir, booster pump station, and tie-ins to the City s distribution system in operation by May 1, 1990, and the transmission line from the water treatment plant to the booster pump station in operation by May 1, 1991. The OWNER acknowledges that the ENGINEER is only one of the many parties involved in the project and that the ENGINEER cannot assure completion of the project by a specific date Prepare a Preliminary Design Report (POR) containing schematic layouts, sketches and conceptual design criteria with appropriate exhibits to iddicatir the considerations involved and the alterna- tive solutions available to OWNER and setting forth ENGINEER's findings and recommendations with opinions of probable construc- tion Costs for the Project, which includes estimates of Contingencies and allowances for charges of professionals and consultants. Allowances for the cost of land and rights-of-way, compensation for or damages to properties and interest and financing charges will be provided by the Owner or others so designated by the OWNER, all of which are hereafter called "Project Costs'. The PDR shall consist of three Technical Memorandums (TM) or Sub-Chapters addressing the following areas -2- TM 01 - UPDATE WATER SYSTEM ANALYSIS This task will consist of updating and revising the City's water system master plan based on the Ray Roberts dater Treatment Plant facilities and delivering water into the northeast portion of Denton through a new booster pump station The specific sub-tasks will consist of the following 1) Meet with the OWNER's staff to verify the accuracy and review all changes to the water distribution system since the last computer model was input on Freese and Nichols' system OWNER will provide the changes to the system for the ENGINEER to input into the computer model Review the current and proposed operations of the system with the OWNER (One trip to Denton included) 2) Obtain from the OWNER's staff updates of the population and/or land use projections and distribution through the year 2010. (NOTE The population projections utilized to construct the computer model input on the Freese and Nichols system are only through the year 2000, one trip to Denton included) 3) Obtain from the OWNER's staff water use records since the last water system analysis, including water production records, point source industrial and commercial demands, tank levels, pumping records, and system pressures. (One trip to Denton included) 4) Estimate current and project future average-day, peak-day, maximum hour, and tank filling on peak-day demands throughout the system through the year 2010 5) Update the computer model of Denton's existing water system and analyze the system based on current and maximum hour and tank filling conditions. Analysis of the water distribution system will be limited to lines 12-inches in diameter and larger. (NOTE. Extended period simulations are not included). 6) Endeavor to verify the accuracy of the computer model by comparing the results with records of actual pumping, tank levels, and pressures. (One trip to Denton included) 7) Determine ground and elevated storage requirements and pumping requirements to meet projected demands through the year 2010. 8) Analyze the water distribution system based an projected year 2010 demands and recommend necessary improvements. Evaluate the following methods of supplying the proposed upper -3- pressure plane (1) through the existing pump station at McKenna Park, (2) through a separate upper pressure plane booster pump station, and (3) through the Lake Ray Roberts Booster Pump Station (One trip to Oenton 'ncluded) g) Establish priorities and develop opinion of probable cost for recommended improvements 10) Conduct Technical Review Board meeting on Technical Memorandum No. 1 The Technical Review Board will consist of three senior technical members of the ENGINEER's staff They will provide an independent review of the Analysis Phase 11) Conduct a work shop with the OWNER on the findings and recommendations in Technical Memorandum No 1 Review in draft form with the OWNER's staff (One trip to Denton included) 12) Finalize Technical Memorandum No. 1 and present to the OWNER (One trip to Denton included) TM N2 - PRELIMINARY PIPELINE ROUTING This task will consist of evaluating potential pipeline routes from the Lake Ray Roberts Water Treatment Plant to the booster pump station and the recommendation of a preferred route The specific sub-tasks will consist of the following 1) Using USGC and aerial maps, Jay out a maximum of three alternative pipeline routings. (One trip to Denton included) 2) Make a field evaluation of each of the alternatives, including topographic features, highway and railroad crossings, overhead power and other utility conflicts that are apparent from visual observation Determine major property owners along each routing. (5 days of field work included) 3) Determine pipeline initial and ultimate capacity and determine easement requirements. (Easement description not included). 4) Develop hydraulic profiles for each routing and prepare opinions of probable construction cost and life cycle operations cost of each alternative. This will include evaluating the possibility of serving potential new development between the lake and the City from this line 5) Recommend routing and develop V-500' plan and profile sheets from USGC maps of route. (One trip to Denton included) -4- 5) Conduct Technical Review Board ineeting (concurrent with TRB meeting for Technical Memorandum NO 1) 7) Conduct a workshop with the OWNER on the findings and recommendations in Technical `iemorandum No 2 Review n draft form with the OWNER's staff (One trip to Denton included) 8) Finalize Technical Memorandum No 2 and present to the OWNER (One trip to Denton included) TM 03 - PRELIMINARY LAYOUT BOOSTER PUMP STATION, GROUND STORAGE, AND DISTRIBUTION SYSTEM IMPROVEMENTS This task will Consist of preliminary sizing and layout of the booster pump station, a separate upper pressure plane pump station (if required), ground storage facilities, and distribution system improvements necessary for the pump station(s) to tie into the water distribution system. These facilities will be based on the findings and recommendations presented in Technical Memorandum No 1, Update of Water System Analysis The specific sub-tasks will consist of the following 1) Determine the projected year 2010 and maximum feasible capacity (pumping and storage) of the booster pump station and, if required, an upper pressure plane pump station. Evaluate horizontal vs. vertical pumping units and steel vs concrete storage tanks (including below or partially below grade concrete tanks) Determine the architectural style and landscaping to be utilized. (Two days of the site visits included) 2) Evaluate alternative arrangements of components on the pump station(s) site. Various increments of pumping and storage will be evaluated to meet current and future demands Develop a topographic contour map of the pump station site and legal description of the property 3) Develop preliminary piping and instrumentation diagrams (PID) and electrical design concepts. Determine immediate, pro- Jected year 2010, and projected ultimate power requirements Review the operating philosophy with the OWNER's staff and establish the level of instrumentation and control required for the pump station(s) This sub-task will be done in conjunction with the Water Treatment Plant Instrumentation Concept Report (TM 04). The PID will be in schematic form and will depict the major piping, valves, pumping units, instrumentation, and controls (Two trips to Denton included) -5- 4) Develop architectural design concept for the pump stdtion(s) This will include parking, landscaping, office space, shop space. HVAC, and lighting requirements (One trip to Denton 'ntluded) 6) Develop the routings of required distribution system lines to tie the pump station(s) into the water System 6) Develop opinions of probable construction cost and a project schedule This will include recommendations on possible multiple construction contracts and/or pre-selection of equipment. 7) Conduct Technical Review Board meeting 8) Conduct a workshop recommendations of draft form with the included) 9) Finalize Technical Preliminary Design Preliminary Design with OWNER's staff on the layouts and Technical Memorandum No 3 Review in OWNER'S staff (One trip to Denton Memorandum No 3 and incorporate into the Report. Prepare 15 copies of the Report 10) Present the findings of the Preliminary Design Report to the Public Utilities Board, the Planning and Zoning Commission and the City Council. (Two trips to Denton included) PHASE II - DETAILED DESIGN PHASE The scope of work for this phase 1s a general outline of services to be provided and is based on the understanding of the project at this time Upon completion of Phase 1, Analysis and Preliminary Design Phase, a detailed scope of work for Phase II, Detailed Design Phase, will be furnished to the OWNER. After written authorization from the OWNER, the ENGINEER shall provide professional services in this phase as follows 1. Prepare detailed plans, specifications, contract documents, designs. and layouts of improvements to be constructed Provide the OWNER with advice, when requested, with respect to the making of all subsurface investigations, including borings, test pits, soil resistivity surveys, and other subsurface explorations, however, the making of such investigations and the interpretations of data and reports by special consultants are not a part of the services to be rendered by the ENGINEER, and the cost therefor shall be paid by the OWNER. The ENGINEER shall monitor and review the work of testing laboratories and inspection bureaus required for the testing or -6- inspection of materials, witnessed tests, factory testing, etc , for the Project, but the cost of such laboratory tests or inspection shall be paid by the OWNER Furnish the OWNER, when requested, the engineering data necessary for applications for routine permits required by local, state and federal authorities Preparation of detailed applications and supporting documents for government grants or for planning advances will be provided as Additional Services Submit plans, specifications, and contract documents to the applicable federal and state agency(s) for approval, where required. Furnish such information necessary to utility companies whose facilities may be affected or services may be required for the Project Prepare revised opinion of probable construction cost, and bidder's proposal forms (project quantities) of the improvements to be constructed. Conduct Quality Control (QC) workshops utilizing the senior members of the ENGINEER's staff with experience acceptable to the OWNER. QC workshops will be held at approximately 30%, 60% and 99% complete milestones of Phase II, Detailed Design 8. Furnish the OWNER three (3) sets of copies of plans, specifica- tions, and bid proposals marked "Preliminary" for approval by the OWNER. Upon final approval by the OWNER, the ENGINEER will provide the OWNER ten (10) sets of copies of "Final" plans. As directed by the OWNER, additional sets of plans, specifications and bid documents as are necessary in the receipt of bids for construction and as are required in the execution of the project, shall be furnished by the ENGINEER and shall be paid for by the OWNER at actual cost of reproduction PHASE III - CONSTRUCTION PHASE SERVICES Upon completion of the design services and approval of "Final" plans and specifications by the OWNER, the ENGINEER will proceed with the performance of services in this phase as follows 1. Assist the OWNER in securing bids, issuing notice to bidders and notifying construction news publications. The notice to bidders will be furnished to the OWNER for publication in the local news media. The cost for publications shall be paid by the OWNER. Assist the OWNER in the opening, tabulation, and analysis of the bids received and furnish recommendations on the award of contracts or the appropriate actions to be taken by the OWNER -7- Assist in the preparation of formal contract documents for construction contracts Assist in conducting pre-construction conference(s) 41 th the contractor(s), review construction schedules prepared by the Contractor(s), and prepare a proposed estimate of monthly cash requirements of the project Make two visits each month to the site (as distinguished from the continuous services of a Resident Project Representative) to observe the progress and the quality of work and to attempt to determine in general if the work is proceeding in accordance with the contract documents In performing these services, the ENGINEER will endeavor to protect the OWNER against defects and deficiencies in the work of Contractors, the ENGINEER will report any observed defects or deficiencies immediately to the OWNER, however, it is understood that the ENGINEER does not guarantee the Contractor's performance nor is he responsible for supervision of the Contractor's operation and employees. ENGINEER shall not be responsible for the means, methods, techniques, sequences or procedures of construction selected by Contractor or the safety precautions and programs incident to the work of the Contractor ENGINEER shall not be responsible for the acts or omissions of any person (except his own employees and agent) at the Project site or otherwise performing any of the work of the Project Consult and advise with the OWNER during construction, make recommendations to the OWNER regarding materials and work- manship, and prepare change orders with OWNER's approval Review samples, catalog data, schedules, shop drawings, labora- tory, shop and mill tests of material and equipment and other data pursuant to the General Conditions of the Construction Contract Assist the OWNER in arranging for testing of materials and laboratory control during construction to be conducted at the OWNER's expense. Interpret intent of the plans and specifications for the OWNER and Contractor(s). Investigations, analyses, and studies requested by the Contractor(s) and approved by the OWNER, for substitutions of equipment and/or materials or deviations from the plans and specifications will be considered an additional service. (NOTE Such studies conducted by the ENGINEER, if determined to be inadequate due to incompletness of ENGINEER prepared plans and specifications will be redone without additional compensation. Any defective designs, plans or specifications furnished by the ENGINEER shall be promptly corrected by the ENGINEER at no cost to the OWNER). -8- 10 Review and comment on monthly and final estimates for payment to Contractor(s), pursuant to the General Conditions of the Construction Contract 11 Conduct, in company with the OWNER's representative, a final inspection of the Project for conformance with the design concept of the Project and general compliance with the contract docu- ments, and review and comment on the certificate of completion and the recommendation for final payment to the Contractor(s) 12 Revise the construction drawings in accordance with the infor- mation furnished by construction Contractor(s) reflecting changes in the Project made during construction One set of reproducible prints of "Record Drawings" shall be provided by the ENGINEER to the OWNER 13 The ENGINEER will contact the OWNER's operating staff ten (10) months after the date of final acceptance to determine warranty items to be addressed by the Contracator SECTION IV ADDITIONAL SERVICES Additional services to be performed by the ENGINEER, if authorized by the OWNER, which are not included in the above described basic services, are described as follows A Field Surveying required for the preparation of designs, drawings and plans including topographic survey of the booster pump station and storage tank site(s) and pipeline routings 8 Field layouts or the furnishing of construction line and grade surveys Investigations involving detailed 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 con- struction performed by the OWNER D. Necessary property, boundary and right-of-way surveys, preparation of easement and deed descriptions, including title search and examination of deed records Providing a land agent or public relations specialist to assist the OWNER in obtaining easements E. Preparing applications and supporting documents for government grants, loans, or planning advances and providing data for detailed applications. -9- F Providing shop, mill, field or laboratory inspection of materials and equipment G Preparing any required Operation and Maintenance Manuals or conducting operator training and preparing Environmental Impact Assessments or Statements H Appearing before regulatory agencies or courts as an expert wit- ness in any litigation with third parties or condemnation proceed- ings arising from the development or construction of the Project, including the preparation of engineering data and reports for assistance to the OWNER I Furnishing the services of a Resident Project Representative to act as the OWNER's on-site representative during the construc- tion phase, if requested by the OWNER The Resident Project Representative shall be acceptable to the OWNER The Resident Project Representative will act as directed by the ENGINEER in order to provide more extensive representation at the Project site during the Construction Phase The duties and responsibilities and the limitations on the authority of the Resident Project Repre- sentative and assistants will be set forth in Exhibit B which is to be identified, attached to and made a part of this Agreement As set forth in Section III, C.S, the ENGINEER does not guarantee the Contractor's performance nor is he responsible for supervision of the Contractor's operation and employees. If the ENGINEER is requested to visit the site more frequently than two (2) visits each month as set forth in Section III, Paragraph C 5, the requested visits shall be considered as an Additional Service and the ENGINEER shall be entitled to additional compensation Through more extensive on-site observations of the work in pro- gress and field checks of materials and equipment by the Resident Project Representative and assistants, the ENGINEER shall endeavor to provide further protection for OWNER against defects and defi- ciencies in the work, but the furnishing of such Resident Project Representation will not hake ENGINEER responsible for construction means, methods, techniques, sequences or procedures or for safety precautions or programs or for Contractor's failure to perform the construction work in accordance with the Contract Documents except insofar as such failure may result from the ENGINEER's negligent acts or omissions. Assisting the OWNER in claims disputes with Contractor(s) Performing investigations, studies and analyses of substitutions of equipment and/or materials or deviations from the plans and specifications. -10- L Assisting OWNER or Contractor in the defense or prosecut on of litigation in connection with or in addition to those services contemplated by this Agreement Such services, if any, shall be furnished by ENGINEER on a fee basis negotiated by the respect've parties outside of and in addition to this Agreement M Preparing copies of Computer Aided Drafting (CAD) electronic data bases, drawings, or files for the OWNER's use in a future CAD system N Providing video camera with video tapes of the construction to be used as a historical record and for operator training 0 Attendance at any additional meetings other than those specifically noted in the Basic Services requested by the TON, regulatory agencies, or the OWNER. P Any additional services required by the OWNER not included in Basic Services SECTION V RESPONSIBILITIES OF OWNER OWNER shall do the following in a timely manner so as not to delay the services of ENGINEER- A 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 instruc- tions, receive information, interpret and define OWNER's policies and decisions with respect to ENGINEER's services for the Project B Provide all criteria and full information as to OWNER's require- ments for the Project, including design objectives and con- straints, space, capacity and performance requirements, flexi- bility 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 Specifica- tions. C. Assist ENGINEER by placing at ENGINEER's disposal all available information pertinent to the Project including previous reports and any otMr data relative to design or construction of the Project. D. Arrange for access to and make all provisions for ENGINEER to enter upon public and private property as required for ENGINEER to perform services under this Aareement. -11- Examine all studies, reports, sketches, drawings, specifica- tions, proposals and other documents presented by ENGINEER, 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 tune so as not to delay the services of ENGINEER 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 The 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 the OWNER Provide such accounting, independent cost estimating and insur- ance counseling services as may be required for the Protect, such legal services as OWNER may require or ENGINEER 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 furnish- ing and performing the work. The OWNER shall determine, prior to receipt of construction bid, if the ENGINEER is to furnish Resident Project Representative service so the Bidders can be informed. J If OWNER designates a person to represent OWNER at the site who is not the ENGINEER or ENGINEER's agent or employee, the duties. re- sponsibilities and limitations of authority of such other person and the affect thereof on the duties and responsibilities of Engi- neer and the Resident Project Representative (and any assistants) will be set forth in an exhibit that is to be identified, attached to and made a part of this Agreement before such services begin K. Attend the pro-bid conference, bid opening, pre-construction conferencesq construction progress and other job related meetings and substantial completion inspections and final payment inspec- tions. Give prompt writteW notice to ENGINEER whenever OWNER observes or otherwise becomes aware of any development that affects the scope -12- or timing of ENGINEER's services, or any defect or nonconformance of the work of any contractor A Furnish, or direct ENGINEER to provide, Additional Services as stipulated in Section IV of this Agreement or other services as required N Provide transportation such as airline fare, automobile rental or subsistence required for OWNER's personnel to attend project meetings or inspection trips 0 Obtain the land required for the pump station site(s) and all easements for the pipelines P Bear all costs incident to compliance with the requirements of this Section V SECTION VI COMPENSATION A. COMPENSATION TERMS "Salary Cost" is defined as the cost of payroll for ENGINEERS, draftsmen, stenographers, surveyors, clerks, laborers, etc for time directly chargeable to the Project, plus Social Security contributions, unemployment compen- sation, insurance retirement benefits, medical and insurance benefits, longevity payments, sick leave, vacation and holiday pay applicable thereto (Salary cost is equal to 1 4136 times payroll ) "Sub-Contract Expense" is defined as the expense that is incurred by the ENGINEER in employment of others in outside firms for services in the nature of foundation borings, testing, surveying, process design and similar services that are not included in the Basic Services. 3. "Direct Non-labor Expense" is defined as that expense for any assignment incurred by the ENGINEER for supplies, transpor- tation and equipment, travel, communications, subsistence and lodging away from home and similar incidentals in connection with that assignment. BASIC SERVICES For and in consideration of Phase I - Analysis and Preliminary Design Phase of the Basic Services to be rendered by the ENGINEER, the OWNER agrees to pay based on the Schedule of Charges Shan in -13- Exhibit A, with total fee not to exceed one hundred twenty two thousand two hundred dollars (5122,200) Partial payments to the ENGINEER will be made on the basis of monthly statements rendered to and approved by the OWNER however, under no circumstances shall any monthly statement for services exceed the value of work performed at the time a statement is rendered Prior to proceeding beyond Phase I - Analysis and Preliminary Design Phase, the ENGINEER shall submit a maximum fee for Phase 11 - Detailed Design Phase and Phase III Construction Phase Services for approval of the OWNER. The agreed maximum fee will be attached to and made a part of this Agreement for Engineering Services It is specifically understood and agreed that the ENGINEER shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by the OWNER for any charge, expense or reimbursement above the maximum fee as stated without having first obtained written authorization from the OWNER In the event the OWNER does not elect to authorize the ENGINEER to proceed to Phase II, Detailed Design, or subsequently to Phase III, Construction Phase, the provisions of Section %IV will be utilized to terminate the Contract C ADDITIONAL SERVICES 1. For Resident Representation and Inspection During Construc- tion and Construction Layout For the resident representation during construction and construction layout (Section IV 8 and I the ENGINEER shall be paid based on the Schedule of Charges in Exhibit A Payments for resident project representation and construction layout shall be due and payable upon submission of statements by the ENGINEER. Statements shall not be submitted more frequently than monthly. 2 For Other Additional Services For additional services in Section IV except resident repre- sentationo the ENGINEER shall be paid based on the Schedule of Charges shown in Exhibit A. Payments for additional services shall be due and payable upon submission by the ENGINEER. Statements shall not be submitted more frequently than monthly. If OWNER fails to make any payment due ENGINEER for services and expenses within forty-five days after regeipt of ENGINEER's statement therefore, the amounts due ENGINEER will be increased at -14- the rate of 11 per month from said forty-fifth day, and in addition, ENGINEER may, after giving seven days' written notice to OWNER, suspend services under this Agreement until ENGINEER has been paid in full all amounts due For services expenses and charges Any applicable new taxes imposed upon services, expenses, and charges by any governmental body after the execution of this contract will be added as necessary to the ENGINEER s compen- sation (NOTE Final payment processing may require sixty days and no increased amounts will be due until after sixty days have elapsed) SECTION VII TIME OF COMPLETION The ENGINEER will commence work on the Project immediately upon execution of this contract The ENGINEER shall complete the work in accordance with the following schedule Item Technical Memorandum N1 Technical Memorandum +f2, M3 Preliminary Design Report Submit Within Designated Calendar Days Following Date of This Agreement 70 SECTION VIII 120 150 OPINION OF PROBABLE CONSTRUCTION COST The ENGINEER will furnish An opinion of probable construction cost of the work, but does not guarantee the accuracy of such estimates Opinions of probable construction cost, financial evaluations, feasibility studies, economic analyse of alternate solutions and utilitarian con- siderations of operations and maintenance cost prepared by ENGINEER hereunder will be made on the basis of ENGINEER's experience and qualifications and represent ENGINEER's best Judgement as an experienced and qualified design professional. It is recognized, however, that ENGINEER 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, and that any utilitarian evaluation of any facility to be constructed or work to be performed on the basis of the Report must of necessity be speculative until completion of its detailed design Accordingly, ENGINEER does not guarantee that proposals, bids or -Is- actual Costs will not vary from opinions, evaluations or Studies Submitted by ENGINEER to OWNER hereunder SECTIUN IX REVISION TO PLANS AND SPECIFICATIONS The OWNER reserves the right to direct substantial revision of the Plans and Specifications after approval by the OWNER as OWNER may deem necessary, but in such event the OWNER shall pay to the ENGINEER gust and equitable compensation for services rendered in making such revisions SECTION X OBSERVATION AND REVIEW Of THE WORK The ENGINEER will endeavor to protect the OWNER against defects and de- ficiencies in the work of Contractors, by observation of the work as it Progresses, by interpretation of the plans, specifications and other contract documents to and with the Contractors, by the disapproval of defective work as may be observed and the issuance of stop-orders from the OWNER with respect to defective material and workmanship where they are observed, and the ENGINEER will exercise due diligence to assist the OWNER in requiring that the work be done in accordance with plans and specifi- cations, but the Contractor will remain an independent contractor with the OWNER, and the ENGINEER does not guarantee the performance of such construction contracts. As set forth in Section III, C.5 and Section IV I, ENGINEER shall not be 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 Also the ENGINEER shall not be responsible for the acts or omissions of any person except his own employees and agents at the project site or otherwise performing any of the work at the project. SECTION XI OWNERSHIP OF DOCUMENTS All documents prepared or furnished by ENGINEER (and ENGINEER's independent associates and consultants) pursuant to this Agreement are instruments of service and ENGINEER shall retain an ownership and property interest here- in. OWNER may make and retain copies for information and reference, how- ever, such documents are not intended or represented to be suitable for reuse by OWNER or others, Any rouse by OWNER without written verification or adaptation by ENGINEER will be at OWNER's sole risk and without liability or legal exposure to ENGINEER, or to ENGINEER's independent associates or consultants, and OWNER shall indemnify and hold harmless ENGINEER and ENGINEER's independent associates and consultants from all claims, damages, losses and expenses including attorneys' fees arising out -16- of or resulting therefrom Any such verification or adaptation will entitle ENGINEER to further compensation at rates to be agreed upon by OWNER and ENGINEER SECTION XII INDEMNITY ENGINEER shall indemnify and save harmless the OWNER and its officers, agents, and employees from the liability of the OWNER on account of any injuries or damages received or sustained by any person or persons or property, including court costs and reasonable attorneys fees incurred by the OWNER, proximately caused by the negligent acts or omissions of the ENGINEER or its officers, agents, or employees In the execution, operation, or performance of this Agreement In the event of liability from suits, actions or claims arising out of or occasioned by the negligence of both the ENGINEER and the OWNER, their agents or employees, In the performance of this Agreement, each party shall contribute toward the satisfaction of the liability its propor- tionate share, which share shall be equal to the percentage of negligence attributable to the party. SECTION XIII 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 SECTION XIV TERMINATION Of CONTRACT The obligation to provide services under this Agreement may be terminated by either party upon thirty days' written notice in the event of substan- tial failure by the other party to perform in accordance with the terms thereof through no fault of the terminating party. In the event of any termination, ENGINEER will be paid for all services properly rendered and reimbursable expenses incurred to the date of termination and, in addition, all reimbursable expenses directly attributable to termination -17- SECTION xV SUCCESSORS AND ASSIGNMENTS OWNER and ENGINEER each are hereby bound and the partners, successors, executors, administrators and legal representatives of OWNER and ENGINEER are hereby bound to the other party to this Agreement 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 ENGINEER 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 ENGINEER from employing such independent associates and consultants as ENGINEER may deem appropriate to assist in the performance of services hereunder Nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than OWNER and ENGINEER, and all duties and responsibilities undertaken pursuant to this Agreement will be for the We and exclusive benefit of OWNER and ENGINEER and not for the benefit of any other party. This Agreement (consisting of pages 1 to 21 inclusive) constitutes the entire Agreement between OWNER and ENGINEER and supersedes all prior written or oral understandings. This Agreement may only be amended, supplemented, modified or cancelled by a duly executed written instrument SECTION XVI The following exhibits are attached to and made a part of this Agreement EXHIBIT A - Schedule of Charges EXHIBIT 8 - Duties, Responsibilities and Limitations of Authority of Resident project Representative .18- This contract is executed in two counterparts ATTEST P0j4.j0jS4jo/4epV orm By 4q"44a~~~ ayoCity Attorney ATTEST 0 0 t n V1 ;ewp;eT$o,46 CITY OF DENTON. TEXAS Owner By ay lens mayor FREESE ANO NICHOLS, INC Engineer By C o s , o ar 4z Executive Vice President -19- EXHIBIT A SCHEDULE OF CHARGES St Members Salary Cost Times Multiplier of 2 3 esffens !presentation Salary Cost Times Multiplier of 2 0 Salary Cost is defined as the cost of payroll of engineers, draftsmen, stenographers, surveymen, clerks, laborers, etc , for time directly chargeable to the project, plus social security contributions, unemployment compensation insurance, retirement benefits, medical and insurance benefits, longevity payments, sick leave, vacation and holiday pay applicable thereto. (Salary Cost is equal to 1 4136 times payroll This factor is adjusted annually.) Other Direct Expenses Sub-Consultant Charges Actual Cost Times Multiplier of 1 15 All Other Direct Expenses Actual Cost Times Multiplier of 1 00 Other direct expenses shall include printing and reproduction expense, communication expense, travel, transportation and subsistence away from Fort Worth 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 or agents other than staff members -20- Duties, Responsibilities and Limitations of Authority of Resident Project Representative A General Resident Project Representative is ENGINEFR s Agent will act as directed by and under the supervision of ENGI NEER and will confer with FNGINEER regarding his actions Resident Project Representative s dealings in matters penaming to Ito on site Work shall m general be only with ENGINEER and CONTRACTOR and dealings with subcontractors shall only be through or with the roll knowledge of CONTRACTOR Written communication with OWNER will Ile only through or as directed by rNOINEER B Duties and Responsibilities Resident Project Representative will f Schrdehrs Review the progress schedule schedule of Shop Drawing submissions and schedule of valun prepared by CONTRACTOR and consult with ENGINEFR concerning thew acceptability 2 Cniijeeeners Attend preeonstruetion conkrences Amnge a schedule of progress meetings and other job conferences as required m consultation wish ENGINEER and nerdy them expected to attend in advance Attend meetings and maintain and circulate copies of urinates thereof J Liaison a Serve as ENGINFFR s liaison with CONTRACTOR working principally through CONTRACTOR s supennien dent and assist him in understanding the tntatlt a(the Contract Documents Assist ENGINEER in smmg as OWNER s liaison with CONTRACTOR when CONTRACTOR s operations affect OWNER a on ate operations Is As requested by ENGINEER assist In omuinnsg from OWNER additional details or information when required at the job site for proper execution of the work e Shop Drowuts end Somyks a Racal" and r«md daft of receipt of Shop Draw ogf and samples receive samples which are furnished al the site by CONTRACTOR and toady ENGINEFR of thew availability for examination b Advise ENGINEER and CONTRACTOR or its superNNendest immedwtely of the commencement of any Work requiring a chop Drawing tr sample submission if the submiesion be% sea been approved by ENGINEER. J Resew of Work Rf*sa t aj*0*rtor Wmf (espri news and Trios a Condon an staobsmatwnsofihe Walk Ito pmgresswautaENGINEER redetermining ifthe work is proceeding In aeaordanee wltb the CoMSnet Documsins and that completed Work will conform to the Contract Documents b RepM to ENGINEER whenever he believes that any Work is unsatisfactory faulty or deketive or does tau conforto to Ito Contract Deettneme or dais no mast the melsaremeMs of any inspections teas at approval required to be mane or has bete dealt led prior to Reid paynteM and advise bNGINEER when he believes Work should be corrected or rejected or shook be Itnedvered for observation or requires special lasting Inspection or approval e Verify 1ha1 teas equips also and ayatenis isanups and operating and maintenance instructions are conducted n\ required by the Contrast DocontMs and to pse%cm a o(Ihe required personnel and that CONTRACTOR mama tan. adequate records thereof ohnerver record and retain Ni FNGINEER appropriate details relative to the sea procedure. and \I inup\ d Acwmpany visiting in\jiee11N\ rellemming relhlq tar iNher testicles having jurisdiction over the Project record the outcome o(theve In.pntuin\ and repents Nr I MANFl R 4) 1e7e rev N41poW 4wNiti ..I H..k.wMnl I Mnaect. Vi•v A \i N w we\aMt kM D C MM NilM At Ft Alit! hleaeraM N.. Ivlo•I A 110741 dtint.nt -21- 1Atrrpr I1N w t 1 All l 11 t 1 tt It In nut 11 ()NI R M I11R 1 V( 1141 1 R\ CI 11111AU n\ And Interpret 111 n\ (theI nlrA l tit t,umaul If IA' o n ( nkf I,, I I I♦ Iona 1 ONTKA( 1(1R y,µ II it, IIt nl Idlfn liwn%In I)r4rln(,1 t SpeCdicltion\ And report them with let nnan l tit m I I Nt11441 1 R A Rerurds a Maintain at the lob site orderly files for correspondence reports of jots conferences Shop Drawings and samples submissions reproductions of original Contrast Documents mtludlng all addenda change orders field orders adds nonal Drawings issued arhsequent to the execution of the Contras LNGIN EER s clarifications and Interpretations of the Contract Documents progrc%% reports And thher Project related documents b Keep a diary or log honk recording hours on the job site reacher conditions datarelative o questions of extras or deduction. he of visit ing officsah and re prt.a natives of manufat t urea AMtcators suppliers and distributors dally activates deusums oh\ervttioiss in pcnartl Ind spetiht ohserv olonx in more detail as in the case of ohservmg lest procedures Send coplas ho LNGINI I k c Record games addresses And tckpMmt numhers of all CONTRACTORS suhcosiractors and major suppliers of materials and equipment g Reports a FumishENGINEER periodic reponsas r"Ithredofprugressofthe Work and CONTRACTOR acompliance wnhthe approved progress schedule and schedule of Shop Orewmg suhmtssans b Consult with ENGINEER In advance of schedukd major tests Inspections or start of important phases of the work c Report Immediately to ENGINFER upon the uccutrence of any accident 10 Payment Requisitions Review applications for payment with CONTRACTOR for compliance with the established procedure for their submission and forward them with recommendations to ENGINEER noting particularly thew relation to the schedule of salues Work completed and materials and equipment delivered as the site but not moor poratad in the Work II CGrrl/feates Mamanant r and Qpirrenan bfnnurdt During the course of the Work verify that certificates maintenance and operation manuals and other data required to he assemhlcd and furnished by CONTRACTOR are applicable to the items actually installed and deliver this material to ENGINEFR tar his review and forwarding to OWNER prior to Anal acceptance of the Work 11 Completion a Before ENGINEFR issues s CemAcare n' Sulssiansnl Completion submit to CONTRACTOR a list of observed items requiring completion or corrosion Is Conduct Anal Inspection in the aampany of 1 NGINE I R Out NER and CONTR AACTOR and prepare a Anal list of items to be completed or corrected c Verify that all egoist an Anal Ism haw been cnmpkted m corrected and make recommendations to ENGINEER concerning acceptance C LlmMasknsefAvehor" Except upon written mstrucuonsof ENGINEI R Resident Protect Representative I Shall not authorize any deviation from the l antral Onsumenas or approve any tuhititNS materials or equipment 1 Shull not exceed limdatiom on ENGINEFR s su homy as set forth in the Contract Documents Shall notundertake anyoflhercipmamlRhtte,o(CONTRACTOR subcontractors or CONTRACTOR ssuperintendem or expedite the Work a Shall not advise on of Issut directRtee relative to 'any aspect of the means methods techniques sequences nr procedures of tonsiruction unless such is %patthaARy aalkd for in IM luntratA Documents 1 Shall not advise on or nuie diret liom as to t ifety pret aulaons and pnigtAms In cunnettion wish the Work A Shall nor authtmi%f)WNI It 1Pink upy ilk Ir togam w Nitrite in p at 7 Shall not p utiup dt In pa i llvad hold or I Ihttaior) Is %I% t\ Iwle y l rwn 1 wl l w~ w 1\~ MYP III WM M.1 MI NM MM t1 M\ wY 1\w r Fw 11MwMwa MYa\wab~/ •MM wM1 wIlI1 •A~MM/+I Mwr1yM I~Md •wtw. r AMENDMENT NUMBER 2 TO THE AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF DENTON AND FREESE AND NICHOLS, INC , FOR LAKE RAY ROBERTS OFFSITE WATER TRANSMISSION FACILITIES The Agreement for Engineering Services entered into on the 16th day of February 1988 and as amended on the 7th day of November 1989, by and between the City of Denton (OWNER) and Freese and Nichols, Inc , (ENGINEER) shall be amended as set forth below The said Agreement and Amendment No 1 are attached and are hereby amended as follows I That portion of Amendment No 1 within Section I which describes Phase II is hereby amended by the addition of the following language after the first paragraph of Section I on Page 1 of Amendment No 1 Prepare the design of a booster pump station and ground storage tank, that includes the following 1 sTwo (2) tation building floor t plan yandselwith two (2) Propsed evation alternatives pump 2 Pump station building to enclose three (3) vertical turbine pumps with space for three (3) vertical turbine pumps to be added in the future Building is to have appearance of a high quality modern residential home 3. One partially buried rectangular cast-in-place concrete storage tank with a capacity of approximately three million (3,000,000) gallons 4 Emergency chlorine scrubber system with audible, visual and remote alarms 5 Temporary off-site crushed stone access drive from Sherman Drive to the pump station site 6 Attend six (6) project coordination meetings II That paragraph within Section VI, Subsection B, on Page 14 of-the Agreement which obligates the Engineer to submit a maximum fee to the Owner for Phase II Detailed Design Phase and Phase III Construction Phase Services is hereby amended by the addition of the following language The ENGINEER Shall be paid for the increased scope of work under Phase II- Detailed Design Phase, described above in Amendment No 2, and for the additional scope of work under Phase III - Construction Phase Booster Pump Station and Ground Storage Tank, described in the Prime Agreement, as set forth in Exhibit "A" of the original Agreement, Schedule of Gharges, with the total additional fee not to exceed the amount listed below (Phase III is based on a twelve (12) month construction period in lieu of nine (9) months) Additional Fee Booster Pump Station and Ground Storage Not to Exceed Amendment No 1 Phase II & III $147,850 Amendment No 2 Phase II & III $105,685 Total Estimated Phase II & III $253,535 Partial payments to the Engineer will be made on the basis of monthly statements rendered to and approved by the Owner, however, under no circumstances shall any monthly statements exceed the value of work performed at the time a statement is rendered III All other provisions, terms, conditions and obligations of the Agreement between Owner and Engineer and Amendment Number 1 to the Agreement which are not expressly amended here shall remain in full force and effect Said Agreement Amendment and this Amendment shall be construed together as a single contractual agreement A J B T s Amendme Number 2 is executed in two counterparts, on this the y of , 1990 47 CITY OF DENTON, TEXAS, OWNER APPROVED AS FOR LEGAL FORM DEBRA ADAM DRAYOVITCH, CITY ATTORNEY BY FREESE AND NICHOLS, INC , ENGINEER BY ¢ X. 72~. ROBERT L NICHOLS, PRESIDENT ATTEST A-~-' SEC ET Y Reese AND Nichols, INC CONSULTING ENGINEERS May 18, 1990 Mr C David Ham, P E Director of Water and Wastewater Utilities Service Center/Warehouse 901-A Texas Street Denton, Texas 76201 OR AL RMON W FR[ESF If RORFRT l VCMOLS I F LFEE FREESE IF ROlRF S GOOCH R E "AWL ONES R E. ROBERT A TFIGMPSON III I E F ANTHONY REIO PE CA N 1111, L ROBERE F PENCE P E iNOMAR C GOOCM PE RONNISM LEMONS IE MICHAELL NICHOLS PE GREY M GREGORY P1 W ERNEST CLEMENT IF IERRYI FILMING PE MICHAELG MORRISON PE OHNL ONES PI R NEIL PMIITT A I A COY M VEACH P E RAYMOND R LONGORIA 11 Re Proposed Amendment No 2 Lake Ray Roberts Off-Site Facilities Phase II & III Dear Mr Nam DTN 89844-3 10 As per your request, we are pleased to submit a proposal for the increased scope of Engineering Services for Phase II (Detailed Design) and Phase III (Construction Phase) of the Lake Ray Roberts Off-Site Facilities In general, this will include a 3 MG underground concrete reservoir and a building to enclose the high service pumps in lieu of an above ground welded steel tank with exposed high service pumps The services to be provided are as indicated in the original contract for Engineering Services- Lake Ray Roberts Off-Site Water Transmission Facilities Section III, Phase II and Phase III dated February 16, 1988, Amendment No 1, dated November 7, 1989 and the attached Amendment No 2 Freese and Nichols proposes that this project be bid under one construction contract and a revised estimate of the sheets required for the plans is as follows 1 Cover Sheet 2 Index/Notes/Vicinity Map 3 Site Layout 4 Site Grading Plan 5 Pump Station - Mechanical 6 Misc Mechanical Details 7 Pump Station Foundation Structural 8 Pump Station Structural Details 9 Ground Storage Tank Layout 10 Ground Storage Tank Plan and Sections 11 Ground Storage Tank Structural Details 12 Ground Storage Tank Structural Details 13 Ground Storage Tank Roof Structural Details * 14 Ground Storage Tank Roof Structural Details * 15 Ground Storage Underdrain Collection System Plan and Details 16 Pump Station Building Floor Plan/Finish Schedules/Door Schedules 17 Pump Station Building Sections and Details * 18 Pump Station Building Elevations and Details TELEPHONE 817 336-7161 811 LAMAR BTRELT FORT WORTH TOMS 76102160.1 METRO 817 62OL19M FAR 817 8774W Mr David Ham, P E May 18, 1990 Page 2 19 Pump Station Foundation Plan and Details 20 Pump Station Roof Framing Plan and Details 21 Chemical Room Plans and Details 22 Chemical System Piping Plan and Details 23 Emergency Chlorine Scrubber System Plan, Elevations and Details 24 Scrubber System Enclosures and Details 25 Flow Tube Vault 26 Holding Tanks 27 Access Road Plan and Profile 28 Access Road Plan and Profile 29 Access Road and Drainage Details 30 Pipeline - On-Site Layout 31 Pipeline - Plan and Profile 32 Pipeline - Plan and Profile 33 Pipeline Details 34 Sprinkler System Layout and Details 35 Electrical Site Plan 36 Electrical Schematics 37 Electrical Pump Station Building Plan 38 Misc Electrical Details 39 Misc Electrical Details 40 Supervisory Control and Instrumentation * Denotes Additional Drawing Required for Increased Scope of Work See Attachment 1 for manhours per drawing breakdown Below is an estimate of the additional manhours and cost (based upon the multipliers in the existing contract) for the increased scope of work PHASE II (Amendment 2) No Additional Additional - . Manhours Raw Salarv Cos Principal-in-Charge 10 $ 360 Project Manager 145 3,915 Project Design Engineer 164 3 3,444 Structural Engineer 288 5 5,188 Architectural Designer 126 2 2,520 Electrical Engineer 112 2 2,016 Technician 468 7,956 Clerical 36 324 Subtotals 1,349 $25,719 Mr David,Ham, P E May 18, 1990 Page 3 Total Raw Salary w/ multiplier of 1 4136 x 2 3 $83 620 Expenses w/ multiplier of 1 0 , $ 3,230 Estimated Increase in Engineering Fee - Phase II $86,850 Additional Additional PHASE III (Amendment No 2) Manhours Raw Salary Cost Principal-in-Charge 5 $ 175 Project Manager 39 1,005 Construction Engineer 102 2,193 Design Engineer 42 924 Construction Technician 67 1,139 Technician 0 0 Clerical 20 180 Subtotals 275 $5,564 Total Raw Salary w/ multiplier of 1 4136 x 2 3 $18,090 Expenses w/ multiplier of 1 0 74 Estimated Increase in Engineering Fee - Phase III $18,835 Estimated Total Increase (Phase II 8 III) $105,685 Freese and Nichols proposes to perform the services for Phase II and Phase III on the basis of salary cost times a multiplier of 2 3 plus direct expenses times a multiplier of 1 0 with a maximum ceiling not-to-exceed $105,685 without written authorizatroon by the Owner (Salary cost is equal to 1 4136 times payroll ) Freese and Nichols will be available to provide resident representation during the Construction Phase (III) in accordance with Section IV I of the prime engineering contract, if requested by the City Since the number of meetings with the City and the local neighborhood residents are unable to be determined, we propose that services for these meetings be compensated as Additional Services under the prime engineering agreement Mr David Ham, P E May 18, 1990 Page 4 We appreciate this opportunity to submit this proposal to the City of Denton If you have any questions or require additional information, please call Yours very truly, FREESE AND NICHOLS, INC Robert L Nichols, P E President Enclosure xc Lee Allison Bob Nelson Renee Baker Mike Nichols C ~ m N i M OONOONC'd' O"C N O N%rw N er M O eT M N N M N aT ~ V' I M ~O Q O N O co b p N N N N M N N x 0 0 0 0 N d' O~ 0 0 0 N L C t 0 Q N ref '7 e{MNN V M N d'QM lA M I Ln u'1 N N N N N N N N N N M f +1 N N Ln O O I L n M I N 0 Q N O I O N H a a Q N H a2 W OC H c wW ae 7 O 2 O W a CL V w 2 a k k N CJ N k ~ 0 0-0 A ~ L y b U p cu N O L C O to C O C p N N 0 \ C C ~ N O O N ro a+ k k d 7 k > to i N VI ELk vi k Gl d 0 OJ U N N W C C 4+N Try w O k k m A > ♦J ^ k k NOW NM m to r- k 4+ d p4+ q^ 3S yC C I-•- p_ C C G C O S b a o O b O CT b- V1 tO a M17 b W 'C 4+ d w L L a+ \ C C d W d CN v U 0 0 7 7 u C i0 0 M 4+ O Cf a w w 4+ N G7 b G N C d C L O L L L L O a O N fA C 0 7 U L b S L^ O a+ N b +++~NN O M> W vi O Y b V U c O u w M.0 cu m k u. y C 0 0 w v- M O^ C d L N , +L+ N O O W N W B L N O^ C O L L1 NNCCC O C C C L Vf0++a~+ O 4J -W w w Y ,L W . . . 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