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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