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1988-039L236L NO D3 AN ORDINANCE APPROVING AN AGREEMENT BETWEEN THE CITY OF DENTON AND FREESE & NICHOLS FOR LAKE RAY ROBERTS WATER TREATMENT PLANT, 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 the Mayor and City Secretary to execute and attest, respectively, the agreement between the City of Denton and Freese & Nichols for Lake Ray Roberts Water Treatment Plant, 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 funds not to exceed Three Hundred Forty-five Thousand Three Hundred Dollars ($345,300 00) SECTION III That this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this the day of 1988 w~ruJ-' RAY ST P NS, MAYOR ATTEST J OR ALT' S, CS CRE Y APPROVED AS TO LEGAL FORM DEBRA ADAMI DRAYOVITCH, CITY ATTORNEY BY &Yta-) 10!~? '0_~" AGREEMENT FOR ENGINEERING SERVICES FOR LAKE RAY ROBERTS WATER TREATMENT PLANT STATE OF TEXAS COUNTY OF DENTON T greement made, entered into and executed this the day of 4914 , 1988, by and between the ty o Denton, here na er ca e the -UWNLK and Freese and Nichols, Inc , hereinafter called the "ENGIN R" acting herein, by and through its representative, 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 Project shall include design of a potable surface water treatment facility known as The Lake Ray Roberts Water Treatment Plant" (WTP) composed of a raw water transmission facility, 10 MGD water treatment plant, high service pump station and clearwell The ENGINEER agrees to perform the services under the Agreement in accordance with the highest professional standards prevailing in the Dallas/Fort Worth/Metroplex area 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, ject, 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 DLSIGN 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 Project, and (3) to review available data b Advise OWNER as to the necessity of OWNER's providing or obtaining data or services from others, and assist the OWNER in connection with any such services c Provide analyses of OWNER's requirements for the project, as verified in Section III, Paragraph A 1 a , including planning, surveys, site evaluations and comparative studies of prospective sites and solutions d Prepare a flow chart showing key project milestones including Phase I through III The flow chart will be updated monthly and sent to the OWNER The ENGINEER understands that the OWNER desires the project to be in operation by May 1, 1991, however, the OWNER acknowledges that the ENGINEER is only one of 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 include the results of four Technical Memorandums (TM) addressing the following areas -2- TM #1 - TREATABILITY STUDY Sub-task 1 - Water Treatment Plant Inspection Trip The ENGINEER will participate in an inspection trip with OWNER's representatives to various water treatment plant installations in Texas, Arizona and California This trip will include one day in Texas, one day in Arizona and three days in California Sub-task 2 - Data Collection and Review Modeling data on raw water quality applicable to Lake Ray Roberts developed by North Texas State University will be collected and evaluated Critical water quality parameters include turbidity, color, tastes and odors, coliform counts, corrosion potential, and trihalomethane (THM) formation potential If supplemental data is required for specific parameters, the ENGINEER will recommend further sampling and analysis Additional sampling and analysis will be done by the OWNER'S laboratory, an independent testing laboratory in North Texas, or by the ENGINEER as an additional service Other available existing reports related to this project will be reviewed, particularly those relating to soils and geotechnical site conditions Available information on the operation of Lake Ray Roberts will also be reviewed Other studies conducted for the City of Denton concerning the proposed treatment plant will be reviewed to obtain background information on the project It is assumed that the above referenced information will be available within 30 days from date of Contract Up to five reports will be reviewed Additional information on treatability of surface water similar to the quality anticipated at Lake Ray Roberts will be obtained by observing existing facilities and reviewing process performance of water treatment plants using similar supplies in the local area Three such cases will be evaluated (Includes the OWNER's existing WTP served by Lake Lewisville) Three years of data will be evaluated Regulations and design criteria established by the State of Texas will also be reviewed to provide a basis for discussions on process selection and design criteria flexibility with the Texas Department of Health (TDH) -3- Sub-task 3 - Development of Finished Water Quality Objectives After a review of the outlined above, the finished water quality objectives for the proposed water treatment plant will be developed In general, the finished water should be safe, palatable, and economical Specifically, the objectives must be developed in the context of the current drinking water regulations of the TDH and the proposed new regulations as a result of the Safe Drinking Water Act (SDWA) amendments of 1986 A workshop between the ENGINEER, OWNER and TDH will be held to review the new requirements and to discuss the impact they may have on process selection for the proposed treatment plant Final objectives will be established as a result of this workshop The workshop will include discussion of potential process combinations that can successfully meet the water quality objectives This discussion will provide input necessary for final process selection TM #2 - PROCESS SELECTION Sub-task 1 - Development of Alternative Treatment Process Combinations Using the information obtained in the previous Sub-tasks, the ENGINEER will develop three alternative treatment process schemes for evaluation Schematics of the three alternatives (containing repre- sentations of the unit processes employed and the waste handling procedures to be used) will be developed to aid in the final selection process The ENGINEER will evaluate the feasibility of pumping the waste chemicals and sludge to the existing WWTP for disposal Sub-task 2 - Treatability Study A meeting will be held between the ENGINEER, OWNER and TDH following data review, establishment of treated water quality objectives, and development of process alternatives to determine the extent of design flexi- bility allowed by the TDH This meeting will review the benefits and costs of doing pilot treatability studies as part of the alternative selection process If additional pilot treatability studies are determined to be desirable, the ENGINEER will obtain written authorization from the OWNER based on a detailed Scope -4- of Work prior to proceeding Compensation will be provided under SECTION IV - ADDITIONAL SERVICES Sub-task 3 - Process Selection 1 Based on the results of the analyses outlined above, the selection process can be completed Selection of the appropriate treatment process will be based upon consideration of several factors, some of which are listed below 1) Cost effectiveness of the system, both in terms of capital and 0 & M costs, 2) Overall system reliability, including capabilities to handle abnormal water quality episodes, 3) Flexibility and simplicity in operation, 4) Ability to meet not only present but mutually agreed future water quality regulations, 5) Adaptability of the process to both seasonal and long term changes in raw water quality, 6) Capability of process to be upgraded when water quality and/or drinking water regulations are changed, 7) Capability of process to meet both hydraulic and quality peaks, 8) Compliance with State and federal design criteria and water quality regulations These factors will be considered during the evaluation, and one alternative process combination will be selected 2 Technical Memorandum No 2 - Treatment Process Determi- nation, will be prepared and submitted for review by Technical Review Board members and the OWNER 3 Technical Review Board Meeting No 1 will be held to discuss the treatability/process selection results and to gather consensus from the ENGINEER and the OWNER on the proposed treatment process The Technical Review Board shall consist of four senior staff members of the ENGINEER or its sub-consultant They will provide independent review of the Analysis Phase The TDH will be consulted following this consensus to receive their agreement on the process selection Upon approval of TM #2, the preliminary design process will proceed to completion using the selected process alternative -5- TM #3 - PRELIMINARY LAYOUT Sub-task 1 - Develop Design Criteria The ENGINEER will establish detailed design criteria for the selected treatment process including the following items 1 1 Unit process design criteria (a) process loading rates (b) chemical dosages (c) number of units (d) basin sizes (e) pump sizes, number, and horsepower (f) sludge volumes (g) washwater and sludge handling facilities 1 2 Operational requirements including labor, chemical, and energy Sub-task 2 - Establish Hydraulic Profile Hydraulics for the treatment plant will be evaluated based on the proposed plant capacity A hydraulic profile (manually calculated) from the lake to the new high service pump station will be prepared for the initial and ultimate capacities An analysts will be made of the feasibility of utilized excess hydraulic head for power generation The ENGINEER will meet with the OWNER's Utility Department and the Corps of Engineers to coordinate planning of any WTP hydroelectric generation facility and a second hydroelectric generator being considered by the OWNER for flows discharged around the WTP Sub-task 3 - Develop Preliminary Site Layouts/Architectural Design Develop a topographic map of the selected site Prepare preliminary layout of mayor treatment units (including raw water facilities, clearwell and high service pumping station) and the operation/control building Additionally, consult with OWNER concerning space requirements and architectural features of the treatment plant, including visits to appropriate local facilities for examples of the preferred style Provisions for security of the WTP facilities such as fencing will be addressed Prepare Technical Memorandum No 3 - Preliminary Layout, including applicable sketches and concepts to be used in selecting final siting plan and architectural design A workshop will be conducted with the OWNER to present and discuss the results of this Technical Memorandum and to finalize the site layout -6- Sub-task 4 - Opinions of Probable Cost Project probable construction costs and operation and mainte- nance costs will be estimated for a 10 and 20 mgd plant Operation and maintenance costs will be reflective of the number and level of plant staffing and chemical usage projected TM #4 - DEVELOP INSTRUMENTATION AND CONTROL PLANT Design concepts and criteria for instrumentation and control systems will be developed The results of this effort will be summarized in Technical Memorandum No 4 - Instrumentation and Control Concept Report A workshop with the OWNER's staff will be conducted to present and review the results of this Technical Memorandum and to finalize the concept most appropriate and acceptable to the OWNER Furnish fifteen copies of each Technical Memorandum and the Preliminary Design Report PREPARATION OF PRELIMINARY DESIGN REPORT A draft PDR summarizing the information, analyses, and findings developed in the above tasks Conduct Technical Review Board Meeting No 2 following preparation of the draft PDR A final PDR will be prepared following review and comments by the Technical Review Board and OWNER, and presented to the OWNER's Public Utility Board and to the Planning and Zoning Commission and 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 (surveys to be furnished in Additional Services, Section IV) 2 Provide the OWNER with advice, when requested, with respect to the making of all subsurface investigations, including borings, test -7- 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 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 three senior staff members with experience acceptable to the OWNER QC workshops are to 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 -8- Assist the OWNER in securing bids, issuing notice to bidders and notifying construction news publications The notice to bidders will be furnished to the OWNER for publication in the local news media The cost for publications shall be paid by the OWNER Assist the OWNER in the opening, tabulation, and analysis of the bids received and furnish recommendations on the award of contracts or the appropriate actions to be taken by the OWNER 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 Consult and advise with the OWNER during construction, make recommendations to the OWNER regarding materials and work- manship, and prepare change orders with OWNER's approval Review samples, catalog data, schedules, shop drawings, labora- tory, shop and mill tests of material and equipment and other data pursuant to the General Conditions of the Construction Contract Assist the OWNER in arranging for testing of materials and laboratory control during construction to be conducted at the OWNER's expense Interpret intent of the plans and specifications for the OWNER and Contractor(s) Investigations, analyses, and studies requested by the Contractor(s) and approved by the OWNER, for substitutions of -9- equipment and/or materials or deviations from the plans and speci- fications will be considered an additional service (NOTE Such studies conducted by the ENGINEER, if determined to be inadequate, due to incompleteness of ENGINEER prepared plans and specifi- cations, 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 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 Contractor 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 plant site 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 Making necessary property, boundary and right-of-way surveys, preparation of easement and deed descriptions, including title -10- 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 F Providing shop, mill, field or laboratory inspection of materials and equipment G Preparing any required Operation and Maintenance Manuals or conducting operator training and preparing Environmental Impact Assessments or Statements H Appearing before regulatory agencies or courts as an expert wit- ness in any litigation with third parties or condemnation proceed- ings arising from the development or construction of the Project, including the preparation of engineering data and reports for assistance to the OWNER I Furnishing the services of a Resident Project Representative to act as the OWNER's on-site representative during the construc- tion phase, if requested by the OWNER The resident project representative shall be acceptable to the OWNER The Resident Project Representative will act as directed by the ENGINEER in order to provide more extensive representation at the Project site during the Construction Phase The duties and responsibilities and the limitations on the authority of the Resident Project Repre- sentative and assistants will be set forth in Exhibit B which is to be identified, attached to and made a part of this Agreement As set forth in Section III, C 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 -11- J Assisting the OWNER in claims disputes with Contractor(s) K Performing investigations, studies and analyses of substitutions of equipment and/or materials or deviations from the plans and specifications 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 Additional water quality sampling, testing or analysis beyond that specifically included in Basic Services This includes pilot treatability testing, bench-scale testing or trailer mounted testing to determine the tollowing objectives (1) To evaluate chemical requirements, types, amounts and points of addition (2) To determine mixing and flocculation rates and times, (3) To determine media design parameters, such as filter media types, size and depth, (4) To confirm the design criteria used for the treatment plant, (5) To evaluate operational criteria, such as filter ripening, filter rate, backwash rates, etc , (6) To evaluate taste and odor control strategies, (7) To evaluate overall treatment process, (8) To provide support documentation to the Texas Department of Health N Preparing copies of Computer Aided Drafting (CAD) electronic data bases, drawings, or files for the OWNER's use in a future CAD system 0 Providing video camera with video tapes of construction phase to be used as a historical record and for operator training P Provide all power rate information required for the hydroelectric feasibility study Q Attendance at additional meetings beyond those specifically noted in Basic Services required by TDH, other regulatory agencies or the OWNER R Any additional services required by the OWNER not included in Basic Services -12- 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 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 -13- 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 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 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 Attend the pre-bid conference, bid opening, pre-construction conferences, construction progress and other fob related meetings and substantial completion inspections and final payment inspec- tions Give prompt written notice to ENGINEER whenever OWNER observes or otherwise becomes aware of any development that affects the scope or timing of ENGINEER's services, or any defect or nonconformance of the work of any Contractor Furnish, or direct ENGINEER to provide, Additional Services as stipulated in Section IV of this Agreement or other services as required Provide transportation such as airline fare, automobile rental or subsistence required for OWNER's personnel to attend project meetings or inspection trips Bear all costs incident to compliance with the requirements of this Section V -14- 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 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 Phase of the Basic Services to be rendered by the ENGINEER, the OWNER agrees to pay based on the Schedule of Charges shown in Exhibit A, with total fee not to exceed Three Hundred Forty Five Thousand Three Hundred Dollars ($345,300 00) 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 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 -15- to Phase III, Construction Phase, the provisions of Section XIV will be utilized to terminate the Contract ADDITIONAL SERVICES For Resident Representation and Inspection During Construc- tion and Construction Layout For the resident representation during construction and construction layout (Section IV I), the ENGINEER shall be paid based on the Schedule of Charges in Exhibit A Pay- ments 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 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 payments 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 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 compensation (NOTE Final payment processing may require sixty days and no increased amounts will be due until 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 -16- Submit Within Designated Calendar Days Item Following Date of This Agreement Technical Memorandum #1 90 Preliminary Design Report 180 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 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 just and equitable compensation for services rendered in making such revisions SECTION X OBSERVATION AND REVIEW OF THE WORK The ENGINEER will endeavor to protect the OWNER against defects and de- ficiencies in the work of Contractors, by observation of the work as it progresses, by interpretation of the plans, specifications and other contract documents to and with the Contractors, by the disapproval of defective work as may be observed and the issuance of stop-orders from the OWNER with respect to defective material and workmanship where they are -17- 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 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 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 AGREEMENT 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 -18- 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 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 -19- This Agreement (consisting of pages I to 22 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 This contract is executed in two counterparts ATTEST ; AOAA III it qo q gal Form By lC Debra rayov tch City Attorney CITY OF DENTON, TEXAS Owner By Ray Ol Mayor ATTEST VicO President FREESE AND NICHOLS, INC Engineer ~C By ~&j Robert L N cho s Executive Vice President -20- EXHIBIT A SCHEDULE OF CHARGES Staff Members esi 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 ) Subconsultants Charges (Except JMM) Actual Cost Times Multiplier of 1 15 James M Montgomery (JMM) All Other Direct Expenses Actual Cost Times Multiplier of 1 10 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 -21- EXHIBIT B Duties, Responsibilities and Limitations of Authority of Resident Project Representative A General Resident Protect 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 site 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 be only through or as directed by ENGINEER B Duties and Responsibilities Resident Protect Representative will I Schedules Review the progress schedule schedule of Shop Drawing submissions and schedule of values prepared by CONTRACTOR and consult with ENGINEER concerning their acceptability 2 Conferences Attend preconstruction conferences Arrange a schedule of progress meetings and other job conferences as required in consultation with ENGINEER and notify those expected to attend in advance Attend meetings and maintain and circulate copies of minutes thereof 3 Liaison a Serve as ENGINEER s liaison with CONTRACTOR working principally through CONTRACTOR s supermten dent and assist him in understanding the intent of the Contract Documents Assist ENGINEER in serving as OWNER s liaison with CONTRACTOR when CONTRACTOR s operations affect OWNER s on site operations b As requested by ENGINEER assist in obtaining from OWNER additional details or information when required at the lob site for proper execution of the Work 4 Shop Drawings and Samples a Receive and record date of receipt of Shop Drawings and samples receive samples which are furnished at the site by CONTRACTOR and notify ENGINEER of their availability for examination b Advise ENGINEER and CONTRACTOR or its superintendent immediately of the commencement of any Work requiring a Shop Drawing or sample submission if the submission has not been approved by ENGINEER 5 Review of Work Refection of Defective Work Inipi (rums and Tests 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 final 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 startups and operating and maintenance instructions are conducted as required by the Contract Documents and in presence of the required personnel and that CONTRACTOR mautt tins adequate records thereof observe record and report to ENGINFER appropriate details relative to the test procedures and startups d Accompany visiting inspectors representing public or other agencies having jurisdiction over the Project record the outcome of these inspections and report to ENGINEER © 1979 by National Society of Professional I•ngineerc 2019 K St N W Washington D C '0006 -22- NSMACECiASCF Publication No 19161 A 1979 Ldihon 6 Inlerpn mti m d ( 1 nit 1 1 1) 1 rm nH 11 msnut to / 1)N 1 H 4( 11)K I N( PIN I I H s cl Prdieat Ions and interpretations of the ( ontract I),lustme nis 7 AfodlficnnanA Consider and I .V du its( ONTRA( DOH s sufµ It its f it in idlfn It, ins in Drawings or Specific tnom and report them with let muncmt Pitons t 1 1 N(ANI I K Records issions at the job site otdc'ly ajob ll addenda nchange orders field orders add reproductions of or Smal Contract Documents mrlud ng of subm 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 h Keep a diary or log book recording hours on the job site weather conditions data relative to questions of extras decisons visiting obserrvvnuons in gcritrrll c n 1 spttlli obNcrv Mons sin f more detail as in the case of observing dally acuv ties list test procedures Send topics to [ NUNI I R c Record names addresses and telephone numhcn of all CONTRA( rORS subcontractors and major suppliers of materials and equipment 9 Reports a Furnish ENGIN EFR periodic reports as required of progress of the Work and CONTRACTOR s compliance withthe approved progress schedule and s hedule of Shop Drawing submissions b Consult with ENGINFER in advance of scheduled major tests inspections or start of important phases of the work c Report immediately to ENGINFER upon the occurrence of any tcudent 10 Payment Requisainns Review applications for payment with CONTRACTOR for compliance with the established procedure for their submission and forward them with recommendations to ENGINEER noting particularly their relation to the schedule of salucs Work completed and matenils and equipment delivered at the site but not mcor porated in the Work 11 Certificates Mamtenant a and Operation Alnntuds During the course of the Work venfy that certificates maintenance and operation manuals and other data required to he assembled and furnished by CONTRACTOR are applicable to the items actually installed and deliver this material to FNGINF FR for his review and forwarding to OWNER prior to final acceptance of the Work 12 Completion a Before ENGINEFR issues a certificate P I Suhst anal Completion submit to CONTRACTOR a list of observed C items requinng completion or correction b Conduct final inspection in the eompan) of I NGINI I R OWN[ H and CONTR 4CTOR and prepare a final list of items to be completed or cornced c Verify that all items on firrsl list have been completed or corrected and make recommendations to ENGINEER concerning acceptance Limitations of Authority Except upon written instructions of I NGINI I R Rcsdem Irulect Rkpresentetive I Shall not authorize any deviation from the ( ontract Documents or approve anv substitute materials or equipment 2 Shall not exceed limitations on LN(rlNf rR s authority as set forth in the Contract Documents J Shall not undertake any of the responsibilities of CONTRACTOR st hcont racturs or CONTRACTOR ssupenntendem or expedite the Work 4 Shall not advise on or issue. directions relative its any tspect of the means methods techniques sequences or procedures of construction unless such is specftedh calkti for in the C ontract Documents S Shall not advise on or issue dlreuans I% to safcv pro lotions nd prol,rams in connection with the Work h Ph dl not eutho rvc OWN] H lei n_,upy the I roiec in whole or in pill 7 Shall not pulluptte in fxsl dyed held of I Ibintar) Is Ms -23- N 1. dhv I r 1 It w 11). m I m ~mrn ( 1 vl a t I Amt + Who h J IVbP N( .It 1 N h 1 IIMW lb w IN 1 II M 2878L ORDINANCE NO U v/ 1 TO EXECUTE AMENDMENT NO DENTON AND MAYOR TO EEN THE CITY OF ORIZING THE 1988 BET'[) pROFESSIO NAL ENGINEERING AN ORDINANCE AUTH Y 16 ELATING E RAY ROBERTS WATER THE AGREEMENT OF FS NC THEREFOR, PHA ICHOL, SF O TURE OF FUNDS AND N SIGN FREESE THE DETAIL DE THE E SERVICES FOR T AUTHORIZING TREATMENT PLAN EFFECTIVE DATE HEREBY ORDAINS AND PROVIDING OF DENTON Amendment OF THE CITY execute and THE COUNCIL is authorized to Freese That the Mayor City of Denton an the Lake Ray con- between the design phase con- SECTION I ondition to t e agreement to the detail the terms and c hereto No. relating plant under of which is attached Nichols,W Inc Treatment a copy Roberts within said amendment, ex- tained and m art hereof hereby author Qrie Thousand and made a p That the City Council Eighty- Four Hundred SECTION II ot to Dollars peedtt- funds n Six exceed ($481,486) im- un e o Four Hundred and Eighty shall become effective this ordinance and approval,,``)) , SECTION Illits PasThatsage day of mediate y upon APPROVED this the PASSED AND 1990 ,cY ~wL , ATTEST WALTERSI CITY SECRETARY JENNIFER r GA FORM p, PROVED AS TO Y TC1i, ITY ATTORNEY DEBRA ADAMI 'AYOVI BY AMENDMENT NUMBER 1 TO THE AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF DENTON AND FREESE AND NICHOLS, INC , FOR LAKE RAY ROBERTS WATER TREATMENT PLANT THE STATE OF TEXAS COUNTY OF DENTON The Agreement for Engineering Services entered into on the 16th day of February 1988, by and between the City of Denton (OWNER) and Freese and Nichols, Inc , (ENGINEER) shall be amended as set forth below The said Agreement is attached as Attachment A and is hereby amended as follows 1 That portion of the Agreement within Section III which describes Phase II is hereby amended by substituting the following in lieu of the paragraph designated as No 1 on Page 7, and shall read as follows, to wit Prepare detailed plans, specifications, contract documents, designs, and layouts of improvements to be constructed (surveys to be furnished in Additional Services, Section IV) This includes the preparation of design and contract documents for a 10 MGD water treatment facility with a 15 MGD hydraulic capacity as approved in the amended Preliminary Design Report and incorporating the following 1 An offsite raw water pumping station with a firm pumping capacity of 10 MGD to include two (2) exposed, can-type, vertical, mixed flow pumps with provisions for the addition of three (3) additional units, including flow metering and flow control, the connection to the existing conduit and the raw water transmission line to the treatment facility 2 A pumped diffusion flash mix system 3 Settling basins including eight (8) vertical shaft flocculators in a flocculation basin providing 30-minute detention time, and a 3-hour detention time sedimentation basin with two (2) chain and flight sludge collectors 4 Four (4) dual media, self-backwashing gravity filters sized for 5 GPM/S F 1 5 A filter washwater reclamation basin with duplex recycle pumps 6 A three (3)-bay sludge lagoon 7 One (1) one-million gallon, concrete clearwell with two (2) exposed vertical turbine pumps mounted on the clearwell with a firm capacity of 10 MGD, with provisions for adding three (3) more units 8 A 2,900 S F chemical feed building including provisions for feeding ferric sulfate, liquid cationic polymer, liquid anionic/nonionic polymer, liquid caustic soda, gaseous chlorine, aqueous ammonia, hydrofluosilicic acid, and a spare chemical Provisions shall be made for future feeding of hydrogen peroxide when ozonation is added 9 A 6,200 S F , two-story administration and operations building with provisions to be expanded to 9,150 S F 10 Required electrical power for operation of the above described facilities and instrumentation and controls based on a supervisory control and data acquisition (SCADA) system 11 Yard piping, general civil and site work exclusive of landscaping and irrigation 12 The plant process and hydraulics are to include provisions for the addition of ozonation and the increase of plant capacity to 15 MGD The increase will be based upon a two-hour sedimentation basin detention time and an 8 GPM/S F filter loading rate after the addition of ozonation II The ENGINEER shall be paid for the Phase II - Detailed Design Phase, described in the original Agreement and modified in Amendment 1, as set forth in Exhibit 1, Schedule of Charges, with the total additional fee not to exceed the amount listed below Water Treatment Plant Phase Additional Fee Not to Exceed Basic Services Additional Services $ 474,206 7.200 TOTAL $ 481,406 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 2 shall any monthly statements exceed the value of work performed at the time a statement is rendered Prior to proceeding beyond Phase II - Detailed Design Phase, the ENGINEER shall submit a maximum fee for 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 III All other provisions, terms, conditions and obligations of the Agreement between Owner and Engineer which are not expressly amended here shall remain in full force and effect Said Agreement and this Amendment shall be construed together as a single contractual agreement IV That portion of the Agreement within Section VII which describes the time of completion is hereby amended by the addition of the following, and shall read as follows, to wit ITEM COMPLETION PERIOD Detail Design 12 months following the date of this Agreement Th Amendment Number 1 is executed in two counterparts, on this the 26!tL day of Ij.389',/~d CITY OF DENTON, TEXAS, OWNER BY RAY ST PHEI S,, M AYOR ATTEST JENNIFER WALTERI, CITY SECRETARY BY APPROVED AS TO LEGAL FORM DEBRA A AMI DRAYOVITCH, CITY ATTORNEY BY ATTEST FREESE AND NICHOLS, INC , ENGINEER BY ' SECRETARY 3 COMPENSATION TERMS SCHEDULE OF CHARGES EXHIBIT 1 1 "Fringe Benefit" is defined as the cost of Social Security contributions, unemployment compensation insurance, retirement benefits, medical and insurance benefits, longevity payments, sick leave, vacation, and holiday pay applicable thereto for engineers, draftsmen, stenographers, surveyors, clerks, laborers, etc for time directly related to the Project (Fringe Benefit for 1989 is equal to 0 42 of "Payroll Cost" This factor is adjusted annually ) 2 "Payroll Cost" is defined as the cost of payroll, including payroll deductions for withholding for income taxes, etc , paid directly to engineers, draftsmen, stenographers, surveyors, clerks, laborers, etc for time directly chargeable to the Project Social Security contributions, unemployment compensation insurance, retirement benefits, medical and insurance benefits, longevity payments, sick leave, vacation and holiday pay applicable thereto are excluded from "Payroll Cost" 3 "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 compensation insurance, retirement benefits, medical and insurance benefits, longevity payments, sick leave, vacation and holiday pay applicable thereto (Salary cost for 1989 is equal to payroll plus 0 42 of payroll This factor is adjusted annually ) 4 "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, geotechnical investigations, testing, surveying, process design and similar services that are not included in the Basic Services 5 "Direct Non-Labor Expense" is defined as that expense incurred by the Engineer for supplies, transportation and equipment, travel, communications, subsistence and lodging away from home and similar incidentals in connection with the Project BASIS OF COMPENSATION USING PAYROLL COST TIMES A MULTIPLIER The ENGINEER shall be paid on the basis of Payroll Cost times a multiplier of 2 80, plus Payroll Cost times 0 42 to compensate for Fringe Benefits, plus Sub- Contract Expense times a multiplier of 1 15 (except James M Montgomery which will be at Sub-Contract Expense times a multiplier of 1 10), plus Direct Non-Labor 4 Expense times a multiplier of 1 0 The fee shall not exceed the $474,206 (four hundred seventy-four thousand, two hundred six dollars) for Basic Services, nor $7,200 (seven thousand two hundred dollars) for Additional Services without written approval of the OWNER 5