1989-1602481L-4
ORDINANCE NO fioq-/lon
AN ORDINANCE AUTHORIZING THE MAYOR TO EXECUTE AMENDMENT NO 1 TO
THE AGREEMENT OF FEBRUARY 16, 1988 BETWEEN THE CITY OF DENTON AND
FREESE AND NICHOLS, INC RELATING TO PROFESSIONAL ENGINEERING
SERVICES FOR LAKE RAY ROBERTS OFFSITE WATER TRANSMISSION
FACILITIES, AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR, 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 to t e agreement between the City of Denton and Freese and
Nichols, Inc relating to Lake Ray Roberts Offsite Water
Transmission Facilities under the terms and conditions contained
within said amendment, a copy of which is attached hereto and
made a part hereof
SECTION II That the City Council hereby authorizes the
expen ture o funds not to exceed One Hundred Forty-seven
Thousand Eight Hundred and Fifty ($147,850) Dollars
SECTION III That this ordinance shall become effective
imme ate y upon its passage and approval
PASSED AND APPROVED this the L- day of LXftM&4. 1989
RAY ST ENS, MAYOR
ATTEST
JENNIFER WALTERS, CITY SECRETARY
BY
Q&
O
APPROVED AS TO LEGAL FORM
DEBRA ADAMI DRAYOVITCH, CITY ATTORNEY
l
BY
v
2841L
THE STATE OF TFXAS §
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 ~e, d,ment Num r 1 is executed in two counterparts, on
this the - day of 1989
CITY OF DENTON, TEXAS, OWNER
BY
RAY S ENS MAYOR
ATTEST
JENNIFER WALTERS, CITY SECRETARY
BY
PAGE 2
APPROVED AS TO LEGAL FORM
DEBRA ADAMI DRAYOVITCH, CITY ATTORNEY
BY
FREESE & NICHOLS, INC , ENGINEER
c
BY
ATTEST
SECRETARY
PAGE 3
EXHIBIT "1"
AGREEMENT FOR ENGINEERING SERVICES
FOR
LAKE RAY ROBERTS OFF SITE WATER TRANSMISSION FACILITIES
STATE OF TEXAS
COUNTY OF DENTON
This Agreement made, entered
of
Denton, sere na er alled the -
hereinafter called a "ENGINEER
sentative, duly authorized so to
into and executed this the day
1988, by and between the y o
?1NER" and Freese and Nichols, Inc ,
" acting herein, by and through its repre-
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 Project 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 Dallas/Fort
Worth/Metroplex area, highest
SECTION II
This Agreement shall become effective upon
ENGINEER and shall remain to force for the
required for the design, award of contract,
ject, including Additional Services and any
by the OWNER.
PERIOD OF SERVICE
execution by the OWNER and the
period which may reasonably be
and construction of the Pro-
required extensions approved
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SECTION III
BASIC SERVICES
The ENGINEER shall render the following professional services for the
development of the Project
PHASE I - ANALYSIS AND PRELIMINARY DESIGN
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 PDR shall consist of three Technical Memorandums (TM) or
Sub-Chapters addressing the following areas
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TM #1 - UPDATE WATER SYSTEM ANALYSIS
This task will consist of updating and revising the City's water
system master plan based on the Ray Roberts Water 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 on projected year
2010 demands and recommend necessary improvements Evaluate
the following methods of supplying the proposed upper
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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
Bobster Pump Station (One trip to Denton ncluded)
9) 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 #2 - 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)
-4-
6) 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 Memorandum No 2 Review in
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 #3 - 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-
,)ected 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 #4) 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 station(s)
This will include parking, landscaping, office space shop
space, HVAC, and lighting requirements (One trip to Denton
included)
5) 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 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 II - DETAILED 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
-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
3 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
4 Submit plans, specifications, and contract documents to the
applicable federal and state agency(s) for approval, where
required
5 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 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
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-
Assist in the preparation of formal contract documents for
construction contracts
Assist in conducting pre-construction conference(s) Kith 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
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
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
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
Preparing applications and supporting documents for government
grants, loans, or planning advances and providing data for
detailed applications
-9-
Providing shop, mill, field or laboratory inspection of materials
and equipment
Preparing any required Operation and Maintenance Manuals or
conducting operator training 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 B which is
to be identified, attached to and made a part of this Agreement.
As set forth in Section III, C 5, 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-
Assisting OWNER or Contractor in the defense or prosecution 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 respective
parties outside of and in addition to this Agreement
Preparing copies of Computer Aided Drafting (CAD) electronic data
bases, drawings, or files for the OWNER's use in a future CAD
system
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 TDH,
regulatory agencies, or the OWNER
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
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.
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, 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 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
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
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 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
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 job 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, or any defect or nonconformance
of the work of any Contractor
M 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
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. "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
B 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
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Exhibit A, with total fee not to exceed one hundred twenty two
thousand two hundred dollars (8122,200) 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 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
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-
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
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the rate of It 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
Submit Within Designated Calendar Days
Item Following Date of This Agreement
Technical Memorandum #1 70
Technical Memorandum #2, #3 120
Preliminary Design Report 150
SECTION VIII
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
-15-
actual costs will not vary from opinions, evaluations or studies submitted
by ENGINEER to OWNER hereunder
SECTION 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 dust 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 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
-I6-
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 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 B - Duties, Responsibilities and Limitations of Authority of
Resident Project Representative
-18-
This contract is executed in two counterparts
ATTEST
AqftVbG s o e a orm
By JO Debra rayov c
City Attorney C~lr
CITY OF DENTON, TEXAS
Owner
By
aSt#pfiens
Mayor
ATTEST
0 o0
Vi ,4e President
FREESE AND NICHOLS, INC
Engineer
By
Robert c o s
Executive Vice President
-19-
EXHIBIT A
SCHEDULE OF CHARGES
Staff Members Salary Cost Times Multiplier of 2 3
es ent epresentation 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
All Other Direct Expenses
Actual Cost Times Multiplier of 1 15
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-
LXHlb11 H
Duties, Responsibilities and Limitations of Authority
of Resident Protect Representative
A General
Resident Project Represen1811ve is ENGINEFR a Agent will act as directed by and under the supervision of FNGI
NEER and will confer with FNGINEER regarding his actions Resident Project Representative s dealings in matters
communication with
subcontractors shall only be r h ough or general with the full l knowledge of CONTRACTOR CONTRACTOR
OWNER will he only through or As directed by FNGINEER
B Ducks and Responsibilities
Resident Project Represent wive will
I Schedules Review the progress schedule schedule of Shop Drawing submissions and schedule of values prepared
by CONTRACTOR and consult with ENGINEFR concerning their acceptability
2 Conferencet Attend precon-aruetion conferences Arrange a schedule of progress meetings and other job conferences
as required in consultation with ENGINEER and notify those expected to attend in advance Attend meetings and
maintain and circulate copies of minutes thereof
J Liaison
a Serve as ENGINEFR s liaison with CONTRACTOR working principally through CONTRACTOR s supennlen
dent and assist him in understanding the intent oftheContract Document Must ENGINEER in servmgasOWNER s
liaison with CONTRACTOR when CONTRACTOR s operations affect OWNER son site operations
b As requested by ENGINEFR assist in obtaining from OWNER additional details or information when required
at the job site for proper execution of the Work
t Shop Drawings and Samples
a Receive and record date of receipt of Shop Drawings and samples receive samples which are furnished at the site
by CONTRACTOR and notify ENGINFFR of their availability for examination
b Advise ENGINEER and CONTRACTOR or its superintendent immediately of the commencement of any Work
requiring a Shop Drawing or sample submission if the submission has not been approved by ENGINEER
3 Rewrw of Work Rejection of Orfrr tnr Wank lntprv aunt soul Trsrs
a Conduct on site observations ofthe Work in progress to assist ENGINEER in determining ifthe Work is proceeding
in accordance with the Contract Documents and that completed Work will conform to the Contract Documents
b Report to ENGINEER whenever he believes that any Work is unsatisfactory faulty or defective or does mw
conform to the Contract Documents or does not meet the requirements of any inspections tests or approval required
to be made or has been damaged prior to final payment and Advise ENGINEER when he believes Work should he
corrected or rejected or should be uncovered for observation or requires special testing inspection or approval
e Verily that tests equipment and systems startups and operating and maintenance instructions are conducted As
required by the Lomfdll Documents and in presence of the required personnel And that CONTRACTOR maint tin,
adequAie records thereof observe record And repon ti, f NGINF F R Appropriate details relative to the test procedure%
And st inups
d Accompany vnimig mspectiss representing puhhc it athcr igencies having jurisdiction over the Project record
the omkorn, of thcsc rospcctwins And reprwi it, I NtdNI•I R
7 1979 hr Nit, MI GNitit tit If 1 n4wwa r. 'ts 1 A 11 N w wd%hiniiem D C 0006
NSM At 1t ACtI Puhixaimn N" M(AI A
19791 doom,"
-21-
n In rr.n. r ro m I t ^r. r r 1) r r n 1 1 n nut 1 ( 11-4 1 R A( I I IN I N( 1N1 1 R. Cl lnht At ion. And interpret mono
If the C 1ntrAtt 1XIt amt nis
7 tr 4,6Inh n. Cunt' It, n I s t duof ( (1NTNA( 10R t uµt 1' n. 1,., it idtft 'bons in Drawln FS `r Spec dil suont
and report them with rctomntand awns I I I N61NI 1 R
Records
a Maintain at the job site orderly files for correspondence repons of job conferences Shop Drawings and samples
submissions reproductions of original Contract Iocuments Including all addenda change orders field orders adds
tonal Drawings issued subsequent to the execution of the Contract ENGINEER s clarifications and Interpretations
of the Contract Dnetiments progress reports And other Project related documents
b Keep a diary ar log hook recording horn on the job site weather conditions data relative to questions of extras
or deductions lost of vlsrlrnb offiCIAls and repnstntalrves of manuf ttwren fshncatois suppliers and distributors
daily activates decisions ohservstions in gtntrsl Ind speuttc ohserv shuns in more detad as in the case of observing
test procedures Send coprts it) f NUN I I R
c Record names addresses And telephone numbers of all CONTRACTORS subcontractors and major suppliers of
materials and equipment
9 Reporrt
a Furnish ENGINEER penodic reports as rcquiredof PRIgressofthe Work and CONTRACTORS comphaneewththe
approved progress schedule and schedule of Shop Drawing submissions
b Consult with ENGINEER in advance of scheduled major tests inspections or start of important phases of the
work
c Report immediately to ENGINFER upon the occurrence of any accident
10 Payment Regaiaftiont Review applications for payment with CONTRACTOR for compliance with the established
procedure for their submission and forward them with recommendations to ENGINEER noting particularly their
relation to the schedule of saluts Work completed and matfnals and equipment delivered at the site but not mcor
porated in the Work
11 Cernfrcates Mainrenanteand Operationkfannalt During the course of the Work venfythat certificates maintenance
and operation manuals and other data reg(tired to he assembled and furnished by CONTRACTOR are applicable to
the items actually installed And deliver this material ho FNGINFFR lot his review and forwarding to OWNER pnor
to final acceptance of the Work
11 Completion
a Before ENGINEFR issues s Certificate oo' Suhsa intral Completion submit to CONTRACTOR a list of observed
items requiring completion or correction
b Conduct final inspection in the company of I NGINI I R hW NF R and CONTR AkCTOR and prepare a final list of
items to be completed or corrected
c Verify that all items on final lost have been completed of corr"mcl and make recommendations to ENGINEER
concerning acceptance
C Unakatfoas of Authority
Except upon written instructions of I NGINI 1 R Resident Protect Representative
/ Shall not authorize any deviation from the ( ontract Oticuments or approve anv substitute materials or equipment
2 Shall not exceed limitations on FNGINFFR s authority as set forth to the Contract Documents
3 Shall not undertake any of the responsahilatesofCONTRACTOR subcomraCWrsorCONTRACTOR ssuperintendent
or expedite the Work
Shall not advise on or nurt directions relative to any ispect of the means methods techniques sequences or
procedures of wnstruction unless such is spewht ills tallul for in the Contract Documents
3 Shall not advise on or issue direttionsas to sifity pat tuuons Ind programs in connection with the Work
6 Shall not authonn ()WNI It I ' oetupy ilit fir nut to wholt or in pin
7 Shall not paucipnt in Mtu11/111 hold or "Nudar) "S"
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