1988-0402236L
NO Y9 -D0/O
AN ORDINANCE APPROVING AN AGREEMENT BETWEEN THE CITY OF DENTON
AND FREESE & NICHOLS FOR LAKE RAY ROBERTS OFF-SITE WATER
TRANSMISSION FACILITIES, APPROVING THE EXPENDITURE OF FUNDS
THEREFOR, AND PROVIDING AN EFFECTIVE DATE
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
SECTION I That the City Council hereby approves and auth-
orizes tF Mayor and City Secretary to execute and attest,
respectively, the agreement between the City of Denton and Freese
& Nichols for Lake Ray Roberts Off-Site Water Transmission
Facilities, under the terms and conditions contained in said
agreement which is attached hereto and made a part hereof
SECTION II That the City Council authorizes the expenditure
of un s not to exceed One Hundred Twenty-two Thousand Two
Hundred Dollars ($122,200 00)
SECTION III That this ordinance shall become effective
imme ate y upon its passage and approval {QJ,
PASSED AND APPROVED this the day of _ ~~~~G v 1988
RAY ST P ENS, MAYOR
ATTEST
4J44* RS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
DEBRA ADAMI DRAYOVITCH, CITY ATTORNEY
BY OJ A~L~~ Afr'~t
AGREEMENT FOR ENGINEERING SERVICES
FOR
LAKE RAY ROBERTS OFF SITE WATER TRANSMISSION FACILITIES
STATE OF TEXAS
COUNTY OF DENTON
Th s Agreement made, entered into and executed this the ~(p { day
of 1988, by and between the ty o
Denton, ere na to called tie OWNER" and Freese and Nichols, Inc ,
hereinafter calle he "ENGINEER" acting herein, by and through its 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 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 design, award of contract,
,lect, including Additional Services and any
by the OWNER
execution by the OWNER and the
period which may reasonably be
and construction of the Pro-
required extensions approved
-1-
SECTION III
BASIC SERVICES
The ENGINEER shall render the following professional services for the
development of the Project
PHASE I - ANALYSIS AND PRELIMINARY DESIGN PHASE
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 Protect, 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 (PDR) 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
-2-
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
-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 Denton included)
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 mayor
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 I"=500' plan and profile sheets
from USGC maps of route (One trip to Denton included)
-4-
6) Conduct Technical Review Board meeting (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-
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 #4) The PID will be in schematic form
and will depict the mayor 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) with 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
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)
-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
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
G 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-
L 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
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 TDH,
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
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 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
-13-
Exhibit A, with total fee not to exceed one hundred twenty two
thousand two hundred dollars ($122,200) 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
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 B 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-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
-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 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 XVI
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
p ed A/-76 Legal orr m
By
4era rayov tc
City Attorney
CITY OF DENTON, TEXAS
Owner
By -
y ens
Mayor
ATTEST
FREESE AND NICHOLS, INC
Engineer
By
0-
Robert Nichols
Executive Vice President
-19-
EXHIBIT A
SCHEDULE OF CHARGES
Staff Members
es ent epresentation
Salary Cost Times Multiplier of 2 3
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-
LXH1BI7 B
Duties, Responsibilities and Limitations of Authority
of Resident Project Representative
A General
Resident Project Representative is ENGINEER s Agent will act as directed by and under the supervision of ENGI
NEER, and will confer with ENGINEER regarding his actions Resident Project Representative s dealings in matters
pertaining to the on Alts Work shall in general be only with ENGINEER and CONTRACTOR and dealings with
subcontractors shall only be through or with the full knowledge of CONTRACTOR Written communication with
OWNER will he only through or as directed by rNGINEER
B Duties and Responsibilities
Resident Project Representative will
/ 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 Confirrencer Attend preconstruction conferences Arrange a schedule of progress meetings and otherjob 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
3 Liaison
a Serve as ENGINFFR s liaison with CONTRACTOR working principally through CONTRACTOR s supennten
dent and assist him in understanding the Intent of the Contract Document s Assist ENGINEER in servmgasOWNER s
liaison with CONTRACTOR when CONTRACTOR s operations affect OWNER s on site operations
It 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
Shop Drawings and Samples
a Receive and record date of receipt of Shop Drawings and samples receive samples which are furnished at the silt
by CONTRACTOR and notify ENGINFFR of their availability for examination
It 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
S Reweo of Work Reirt nun of Defet m e Want fntpt t hunt and Tesb
a Conduct on site observations of the Work in progress to assist ENGINEER in determining if the 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 not
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 findl payment And advise ENGINEER when he believes Work should be
corrected or rejected or should be uncovered for observation or requires special testing inspection or approval
c Verify that tests equipment and systems slartups and operating and maintenance instructions are conducted As
required by the Contract Documents And in presence of the required personnel And that CONTRACTOR mami tins
adequaterecordhlhereof observe record ind report tit FNGINFFR Appropriate details relative to the test procedures
And A triups
it Ao.compdny vismng inspectors reprsscntmj, public or othu %encies having jurisdiction over the Project record
the outcome of ilicsc inspections and rtpori fit I NGINF I R
(D 1979 by Ndinmal Soueiy of Nofe.oon d 1 nl inacrs '019 h St N N Washington D C 10006
NSPt IAM IASI F PuMitaiwn No 1910-1 A
1979 1 dmon
-21- Y
Interpretation o f ( antral r par rum nts Tr imsmit to t ONl RAC 10R I N G INI I R s cl inhcations And illicirprelat Ions
of the Contract DoLumuits
R s wf.gewum foi modifications in Drawings or Specifications
ftamins Consider and L v 1111,111 CONTRACTO
Modi
and report them with relommendaunns to 1 NGINI F R
Records
a Maintain at the job site orderly files for correspondence reports of lob conferences Shop Drawings and samples
submissions reproductions of original Contract Documents including all addenda change orders field orders adds
tional Drawings issued subsequent to the execution of the Contract, ENGINEER s clarifications and interpretations
of the Contract Documents progress reports and other project related documents
b Keep a diary or log book recording hours on the job site weather conditions data relative to questions of extras
or deductions list of visiting officials and reprlslntatives of manuf tlturers fabricators suppliers and distributors
daily activities decisions obserwailim in gtntml snd Spcuhl obsess, coons in more detail as in the case of observing
test procedures Send copes it) LNGINI I R
c Record names addresses and telephone nurri of all CONTRACTORS subcontractors and major suppliers of
materials and equipment
p Reports If ostressof the approved progress schedule and schedule asof shop Drawing submissions Work and CONTRACTOR acompliance with the
b Consult with ENGINEER in advance of scheduled major tesh inspections or stars of important phases of the
work
c Report immediately to ENGINFER upon the occurrence of any iccident
10 Payment Regarsrtsona Review applslatmns for payment with CONTRACTOR for compliance with the established
particularly sitte but not incor
procedure
lation to the schedule of %aloesn Work completed and materials and recommendations equ pment deli eyed at the noting their
re
porated to the Work
11 Cern4cates Maintenance and Operation Manuals During the course of the Work verify that certificates maintenance
CONTRA
hed
and
req
and ot
and ope
OR a he s ems ation ctually installed and deliver this materialeit FNGINEFR for h s rev ew Annd forwarding torOWNERbpr to
to final acceptance of the Work
12 Completion
a Before ENGINEER issues a CeMIfiCate of Substinnal Completion submit to CONTRACTOR a list of observed
C
stems requinng completion or correction
INI I R OWNFR and CONTRACTOR and prepare a final list of
b Conduct final inspection to the ,ompany of I NG
items to be completed or corrweJ
c Verify that all stems on final list have been complied or corel,icd and make recommendations to ENGINEER
concerning acceptance
Limitations of Authority
Except upon written instructions of 1 NGINI- I R Resident protect Representative
/ Shall not authorize any deviation from the ( ontract Documents or approve any substitute materials or equipment
2 Shall not exceed limitations on ENGINFFR s authority as set forth in the Contract Documents
d Shall not undertake any ofthe responsibilities o(CONTRACTO R subcontractors or CONTRACTORssupermtendent
or expedite the Work
0 Shall not advise on or issue directions ielativt to any tspeLI of the means methods techniques sequences or
procedures of construction unli.ss such is specific ilb Lelilnl for m thL Contract Documents
S Shall not advise on or issue directions as to safLty Isms tutions and prul,rems tit connection with the Work
6 Shall not authonrl OWN[ It to ollupy ('it Project in whole or in ptri
1 Shall not p uLUp tie m sps' "111ul hL111 of I lbor'tilt) 1LSh
IYnwl H h II lmrn nl n M Ntn4 fn 1 ~mrn +
1 n IIMY 1 n I
NePreOM lnN nnrp lr ml !„'nil NUnr}r,tMen r uerplB M N