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2009-187FILE REFERENCE FORM 2009-187 X Additional File Exists Additional File Contains Records Not Public, According to the Public Records Act Other FILE S Date Initials First Amendment — Ordinance No. 2010-202 09/07/10 ) R Second Amendment — Ordinance No. 2011-085 OS/17/11 ) R Third Amendment — Ordinance No. 2016-006 Ol/OS/16 ) R ORDINANCE NO.2009-_ AN ORDINANCE APPROVING A PROFESSIONAL SERVICES AGREEMENT FOR ARCHITECT OR ENGINEER BY AND BETWEEN THE CITY OF DENTON, TEXAS AND MALCOM PIRNIE, INC. TO PROVIDE ENGINEERING SERVICES FOR THE DESIGN OF THE LAKE LEWISVILLE WATER TREATMENT PLANT REHABILITATION AND PROCESS UPGRADE; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Malcom Pirnie, Inc., a professional engineering firm ("Pirnie") is being selected as the most highly qualified firm on the basis of its demonstrated competence and qualifications to perform the proposed professional engineering services; and WHEREAS, the fees under the Agreement are fair and reasonable and are consistent with and not higher than the recommended practices and fees published by the professional associations applicable to the Pirnie's profession and such fees do not exceed any maximum provided by law; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The "Professional Services Agreement for Architect or Engineer" entered into by and between the City of Denton, Texas and the firm of Malcom Pirnie, in an amount not to exceed $2,600,000 is hereby approved; said Agreement is attached as Exhibit "A" hereto and is incorporated herewith by reference. SECTION 2. The City Manager is hereby designated to execute the Agreement. SECTION 3. The City Manager is hereby authorized to expend funds as provided for by the Agreement. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. A Y ANI S, CIT T By: PROFESSIONAL SERVICES AGREEMENT FOR ARCHITECT OR ENGINEER THIS AGREEMENT is made and entered into as of the z- day of 2009, by and between the City of Denton, Texas, a Texas municipal corporation, with is principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called "Owner" and Malcolm Pirnie, Inc, with its corporate office at 104 Corporate Park Drive, White Plains, New York 10602 and an office at 12400 Coit Road, Suite 1200, Dallas, Texas 75251 hereinafter called "Design Professional," acting herein, by and through their duly authorized representatives. In consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: SECTION 1 EMPLOYMENT OF DESIGN PROFESSIONAL The Owner hereby contracts with the Design Professional, a licensed Texas architect or engineer, as an independent contractor. The Design Professional hereby agrees to perform the services as described herein and in the Proposal, the General Conditions, and other attachments to this Agreement that are referenced in Section 3, in connection with the Project. The Project shall include, without limitation, (describe the Project in the space below or in an attachment) Lake Lewisville Water Treatment Plant Upgrade See Attachment A - Scope of Services Page 1 C:\Documents and Settings\RMclntyre\My Documents\Denton\Lewisville WTP\Denton Contract - Lake Lewisville WTP- Accept All Edits.docx SECTION 2 COMPENSATION The Owner shall compensate the Design Professional as follows: 2.1 BASIC SERVICES 2.1.1 For Basic Services the total compensation shall be $2,600,000. 2.1.2 Progress payments for Basic Services shall be paid monthly according to the project progress and in the following percentages for of the total compensation for the Basic Services satisfactorily completed at the end of the following phases of the Project: Schematic Design Phase 15% Design and Development Phase 55% Construction Documents Phase 8% Bidding Phase 3% Construction Phase 19% 2.2 ADDITIONAL SERVICES 2.2.1 Compensation for Additional Services is as follows: Principals $220 per hour Senior Associates $210 per hour Associates $200 per hour Senior Project Engineer $155 per hour Project Engineer $130 per hour Staff Engineer $100 per hour Technical Staff $80 per hour Clerical Staff $70 per hour 2.2.2 Compensation for Additional Services of consultants, including additional structural, mechanical and electrical engineering services shall be based on a multiple of 1.1 times the amounts billed to the Design Professional for such additional services. 2.3 REIMBURSABLE EXPENSES Reimbursable Expenses shall be a multiple of 1.1 times the expenses incurred by the Design Professional, the Design Professional's employees and consultants in the interest of the Project as defined in the General Conditions but not to exceed a total of N/A without the prior written approval of the Owner. Page 2 C:\Documents and Settings\RMclntyreVvly Documents\Denton\L.ewisville WTP\Denton Contract - Lake Lewisville WTP- Accept All Edits.docx SECTION 3 ENTIRE AGREEMENT This Agreement includes this executed agreement and the following documents all of which are attached hereto and made a part hereof by reference as if fully set forth herein: 1. City of Denton General Conditions to Agreement for Architectural or Engineering Services. 2. Attachment A - Scope of Services. This Agreement is signed by the parties hereto effective as of the date first above written. ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED A TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY CITY OF DENTON BY GEORGE C. CAMPBELL CITY MANAGER BY: Malcolm Pirnie, Inc BY: V" ' Randall G. McIntire, P.E. WITNESS: BY: ` Page 3 C:\Documents and Settings\RMclntyre\My Documents\Denton\Lewisville WTP\Denton Contract - Lake Lewisville WTP- Accept All Edits.docx CITY OF DENTON GENERAL CONDITIONS TO AGREEMENT FOR ARCHITECTURAL OR ENGINEERING SERVICES ARTICLE 1. ARCHITECT OR ENGINEER'S RESPONSIBILITIES 1.1 The Architect or Engineer's services consist of those services for the Project (as defined in the agreement (the "Agreement") and proposal (the "Proposal") to which these General Conditions are attached) performed by the Architect or Engineer (hereinafter called the "Design Professional") or Design Professional's employees and consultants as enumerated in Articles 2 and 3 of these General Conditions as modified by the Agreement and Proposal (the "Services"). 1.2 The Design Professional will perform all Services as an independent contractor to the prevailing professional standards consistent with the level of care and skill ordinarily exercised by members of the same profession currently practicing in the same locality under similar conditions, including reasonable, informed judgments and prompt timely actions (the "Degree of Care"). The Services shall be performed as expeditiously as is consistent with the Degree of Care necessary for the orderly progress of the Project. Upon request of the Owner, the Design Professional shall submit for the Owner's approval a schedule for the performance of the Services which may be adjusted as the Project proceeds, and shall include allowances for periods of time required for the Owner's review and for approval of submissions by authorities having jurisdiction over the Project. Time limits established by this schedule and approved by the Owner shall not, except for reasonable cause, be exceeded by the Design Professional or Owner, and any adjustments to this schedule shall be mutually acceptable to both patties. ARTICLE 2 SCOPE OF BASIC SERVICES 2.1 BASIC SERVICES DEFINED The Design Professional's Basic Services consist of those described in Sections 2.2 through 2.6 of these General Conditions and include without fimitation normal structural, civil, mechanical and electrical engineering services and any other engineering services necessary to produce a complete and accurate set of Construction Documents, as described by and required in Section 2.4. The Basic Services may be modified by the Agreement. 2.2 SCHEMATIC DESIGN PHASE 2.2.1 The Design Professional, in consultation with the Owner, shall develop a written program for the Project to ascertain Owner's needs and to establish the requirements for the Project. 2.2.2 The Design Professional shall provide a preliminary evaluation of the Owner's program, construction schedule and construction budget requirements, each in terms of the other, subject to the limitations set forth in Subsection 5.2.1. 2.23 The Design Professional shall review with the Owner alternative approaches to design and construction of the Project. 2.2.4 Based on the mutually agreed-upon program, schedule and construction budget requirements, the Design Professional shall prepare, for approval by the Owner, Schematic Design Documents consisting of drawings and other documents illustrating the scale and relationship of Project components. The Schematic Design shall contemplate compliance with all applicable laws, statutes, ordinances, codes and regulations. 2.25 The Design Professional shall submit to the Owner a preliminary detailed estimate of Construction Cost based on current area, volume or other unit costs and which indicates the cost of each category of work involved in constructing the Project and establishes an elapsed time factor for the period of time from the commencement to the completion of construction. 23 DESIGN DEVELOPMENT PHASE 23.1 Based on the approved Schematic Design Documents and any adjustments authorized by the Owner in the program, schedule or construction budget, the Design Professional shall prepare for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the Project as to architectural, structural, mechanical and electrical systems, materials and such other elements as may be appropriate, which shall comply with all applicable laws, statutes, ordinances, codes and regulations. Notwithstanding Owner's approval of the documents, Design Professional represents that the Documents and specifications will be sufficient and adequate to fulfill the purposes of the Project. 23.2 The Design Professional shall advise the Owner of any adjustments to the preliminary estimate of Construction Cost in a further Detailed Statement as described in Section 2.2.5. 2.4 CONSTRUCTION DOCUMENTS PHASE 2.4.1 Based on the approved Design Development Documents and any further adjustments in the scope or quality of the Project or in the construction budget authorized by the Owner, the Design Professional shall prepare, for approval by the Owner, Construction Documents consisting of Drawings and Specifications setting forth in detail requirements for the construction of the Project, which shall comply with all applicable laws, statutes, ordinances, codes and regulations. 2.4.2 The Design Professional shall assist the Owner in the preparation of the necessary bidding or procurement information, bidding or procurement forms, the Conditions of the contract, and the form of Agreement between the Owner and contractor. 2.43 The Design Professional shall advise the Owner of any adjustments to previous preliminary estimates of Construction Cost indicated by changes in requirements or general market conditions. 2.4.4 The Design Professional shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. 2.5 CONSTRUCTION CONTRACT PROCUREMENT 2.5.1 The Design Professional, following the Owner's approval of the Construction Documents and of the latest preliminary detailed estimate of Construction Cost, shall assist the Owner in procuring a construction contract for the Project through any procurement method that is legally applicable to the Project including without Page 4 C:\Documents and Settings\RMclntyre\My Documents\DentonU.ewisville WTP\Denton Contract - Lake Lewisville WTP- Accept All Edits.docx limitation, the competitive sealed bidding process. Although the Owner will consider the advice of the Design Professional, the award of the construction contract is in the sole discretion of the Owner. 2.51 If the construction contract amount for the Project exceeds the total construction cost of the Project as set forth in the approved Detailed Statement of Probable Construction Costs of the Project submitted by the Design Professional, then the Design Professional, at its sole cost and expense, will revise the Construction Documents as may be required by the Owner to reduce or modify the quantity or quality of the work so that the total construction cost of the Project will not exceed the total construction cost set forth in the approved Detailed Statement of Probable Construction Costs. 2.6 CONSTRUCTION PHASE - ADMINISTRATION OF THE CONSTRUCTION CONTRACT 2.6.1 The Design Professional's responsibility to provide Basic Services for the Construction Phase under this Agreement commences with the award of the Contract for Construction and terminates at the issuance to the Owner of the final Certificate for Payment, unless extended under the terms of Subsection 8.3.2. 2.6.2 The Design Professional shall provide detailed administration of the Contract for Construction as set forth below. For design professionals the administration shall also be in accordance with AIA document A201, General Conditions of the Contract for Construction, current as of the date of the Agreement as may be amended by the City of Denton special conditions, unless otherwise provided in the Agreement. For engineers the administration shall also be in accordance with the Standard Specifications for Public Works Construction by the North Central Texas Council of Governments, current as of the date of the Agreement, unless otherwise provided in the Agreement. 2.6.3 Construction Phase duties, responsibilities and limitations of authority of the Design Professional shall not be restricted, modified or extended without written agreement of the Owner and Design Professional. 2.6.4 The Design Professional shall be a representative of and shall advise and consult with the Owner (1) during construction, and (2) at the Owner's direction from time to time during the correction, or warranty period described in the Contract for Construction. The Design Professional shall have authority to act on behalf of the Owner only to the extent provided in the Agreement and these General Conditions, unless otherwise modified by written instrument. 2.65 The Design Professional shall observe the construction site at least monthly, while construction is in progress, and as reasonably necessary while construction is not in progress, to become familiar with the progress and quality of the work completed and to determine if the work is being performed in a manner indicating that the work when completed will be in accordance with the Contract Documents. Design Professional shall provide Owner a written report subsequent to each on-site visit. On the basis of on-site observations the Design Professional shall keep the Owner informed of the progress and quality of the work, and shall exercise the Degree of Care and diligence in discovering and promptly reporting to the Owner any observable defects or deficiencies in the work of Contractor or any subcontractors. The Design Professional represents that he will follow Degree of Care in performing all Services under the Agreement. The Design Professional shall promptly correct any defective designs or specifications furnished by the Design Professional at no cost to the Owner. The Owner's approval, acceptance, use of or payment for all or any part of the Design Professional's Services hereunder or of the Project itself shall in no way alter the Design Professional's obligations or the Owner's rights here- under. 2.6.6 The Design Professional shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the work. The Design Professional shall not be responsible for the Contractor's schedules or failure to carry out the work in accordance with the Contract Documents except insofar as such failure may result from Design Professional's negligent acts or omis- sions. The Design Professional shall not have control over or charge of acts or ornissions of the Contractor, Subcontractors, or their agents or employees, or of any other persons performing portions of the work. 2.6.7 The Design Professional shall at all times have access to the work wherever it is in preparation or progress 2.6.8 Except as may otherwise be provided in the Contract Documents or when direct communications have been specially authorized, the Owner and Contractor shall communicate through the Design Professional. Communications by and with the Design Professional's consultants shall be through the Design Professional. 2.6.9 Based on the Design Professional's observations at the site of the work and evaluations of the Contractor's Applications for Payment, the Design Professional shall review and recommend payments for the amounts due the Contractor. 2.6.10 The Design Professional's recommendation for payment shall constitute a representation to the Owner, based on the Design Professional's observations at the site as provided in Subsection 2.6.5 and on the data comprising the Contractor's Application for Payment, that the work has progressed to the point indicated and that the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to minor deviations from the Contract Documents correctable prior to completion and to specific qualifications expressed by the Design Professional. The issuance of a Certificate for Payment shall further constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment shall not be a representation that the Design Professional has (1) reviewed construction means, methods, techniques, sequences or procedures, or (2) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. 2.6.11 The Design Professional shall have the responsibility and authority to reject work which does not conform to the Contract Documents. Whenever the Design Professional considers it necessary or advisable for implementation of the intent of the Contract Documents, the Design Professional will have authority to require additional inspection or testing of the work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Design Professional nor a decision made in good faith either to exercise or not exercise such authority shall give rise to a duty or responsibility of the Design Professional to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons performing portions of the work. 2.6.12 The Design Professional shall review and approve or take other appropriate action upon Contractor's submittals such as Shop Drawings, Product Data and Samples for the purpose of (1) determining compliance with applicable laws, statutes, ordinances and codes; and (2) determining whether or not the work, when completed, will be in compliance with the requirements of the Contract Documents. The Design Professional shall act with such reasonable promptness to cause no delay in the work or in the construction of the Owner or of separate contractors, while allowing sufficient time in the Design Professional's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities or for substantiating instructions for installation or performance of equipment or systems designed by the Contractor, all of which remain the responsibility of the Contractor to the extent required by the Contract Documents. The Design Professional's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Design Professional, of construction means, methods, techniques, sequences or procedures. The Design Professional's approval of a specific item shall not indicate approval of an assembly of which the item is a component. When professional certification of performance characteristics Page 5 C:\Documents and Settings\RMclntyre\My Documents\Denton\L.ewisville WTP\Denton Contract - Lake Lewisville WTP- Accept All Edits.docx of materials, systems or equipment is required by the Contract Documents, the Design Professional shall be entitled to rely upon such certification to establish that the materials, systems or equipment will meet the performance criteria required by the Contract Documents. 2.6.13 The Design Professional shall prepare Change Orders and Construction Change Directives, with supporting documentation and data if deemed necessary by the Design Professional as provided in Subsections 3.1.1 and 3.3.3, for the Owner's approval and execution in accordance with the Contract Documents, and may authorize minor changes in the work not involving an adjustment in the Contract Sum or an extension of the Contract Time which are not inconsistent with the intent of the Contract Documents. 2.6.14 On behalf of the Owner, the Design Professional shall conduct inspections to determine the dates of Substantial Completion and Final Completion, and if requested by the Owner shall issue Certificates of Substantial and Final Completion. The Design Professional will receive and review written guarantees and related documents required by the Contract for Construction to be assembled by the Contractor and shall issue a final certificate for Payment upon compliance with the requirements of the Contract Documents. 2.6.15 The Design Professional shall interpret and provide recommendations on matters concerning performance of the Owner and Contractor under the requirements of the Contract Documents on written request of either the Owner or Contractor. The Design Professional's response to such requests shall be made with reasonable promptness and within any time limits agreed upon. 2.6.16 Interpretations and decisions of the Design Professional shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings. When making such interpretations and initial decisions, the Design Professional shall endeavor to secure faithful performance by both Owner and Contractor, and shall not be liable for results or interpretations or decisions so rendered in good faith in accordance with all the provisions of this Agreement and in the absence of negligence. 2.6.17 The Design Professional shall render written decisions within a reasonable time on all claims, disputes or other matters in question between the Owner and Contractor relating to the execution or progress of the work as provided in the Contract Documents. 2.6.18 The Design Professional (1) shall render services under the Agreement in accordance with the Degree of Care; (2) will reimburse the Owner for all damages caused by the defective designs the Design Professional prepares; and (3) by acknowledging payment by the Owner of any fees due, shall not be released from any rights the Owner may have under the Agreement or diminish any of the Design Professional's obligations thereunder. 2.6.19 The Design Professional shall provide the Owner with four sets of reproducible prints showing all significant changes to the Construction Documents during the Construction Phase. ARTICLE 3 ADDITIONAL SERVICES 3.1 GENERAL 3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified in the Agreement or Proposal, and they shall be paid for by the Owner as provided in the Agreement, in addition to the compensation for Basic Services. The services described under Sections 3.2 and 3.4 shall only be provided if authorized or confirmed in writing by the Owner. If services described under Contingent Additional Services in Section 3.3 are required due to circumstances beyond the Design Professional's control, the Design Professional shall notify the Owner in writing and shall not commence such additional services until it receives written approval from the Owner to proceed. If the Owner indicates in writing that all or part of such Contingent Additional Services are not required, the Design Professional shall have no obligation to provide those services. Owner will be responsible for compensating the Design Professional for Contingent Additional Services only if they are not required due to the negligence or fault of Design Professional. 3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES 3.2.1 If more extensive representation at the site than is described in Subsection 2.6.5 is required, the Design Professional shall provide one or more Project Representatives to assist in carrying out such additional on-site responsibilities. 3.2.2 Project Representatives shall be selected, employed and directed by the Design Professional, and the Design Professional shall be compensated therefor as agreed by the Owner and Design Professional. 3.3 CONTINGENT ADDITIONAL SERVICES 3.3.1 Making material revisions in Drawings, Specifications or other documents when such revisions are: 1. inconsistent with approvals or instructions previously given by the Owner, including revisions made necessary by adjustments in the Owners program or Project budget; 2. required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents, or 3. due to changes required as a result of the Owners failure to render decision in a timely manner. 3.3.2 Providing services required because of significant changes in the Project including, but not limited to, size, quality, complexity, or the Owner's schedule, except for services required under Subsection 2.5.2. 3.3.3 Preparing Drawings, Specifications and other documentation and supporting data, and providing other services in connection with Change Orders and Construction Change Directives. 33.4 Providing consultation concerning replacement of work damaged by fire or other cause during construction, and furnishing services required in connection with the replacement of such work. 33.5 Providing services made necessary by the default of the Contractor, by major defects or deficiencies in the work of the Contractor, or by failure of performance of either the Owner or Contractor under the Contract for Construction. Page 6 C:\Documents and Settings\RMclntyre\My Documents\Denton\Lewisville WTP~Denton Contract - Lake Lewisville WTP- Accept All Edits.docx 3.3.6 Providing services in evaluating an extensive number of claims submitted by the Contractor or others in connection with the work. 3.3.7 Providing services in connection with a public hearing, arbitration proceeding or legal proceeding except where the Design Professional is party thereto 3.3.8 Providing services in addition to those required by Article 2 for preparing documents for alternate, separate or sequential bids or providing services in connection with bidding or construction prior to the completion of the Construction Documents Phase. 3.3.9 Notwithstanding anything contained in the Agreement, Proposal or these General Conditions to the contrary, all services described in this Article 3 that are caused or necessitated in whole or in part due to the negligent act or omission of the Design Professional shall be performed by the Design Professional as a part of the Basic Services under the Agreement with no additional compensation above and beyond the compensation due the Design Professional for the Basic Services. The intervening or concurrent negligence of the Owner shall not limit the Design Professional's obligations under this Subsection 3.3.9. 3.4 OPTIONAL ADDITIONAL SERVICES 3A.1 Providing financial feasibility or other special studies. 3.4.2 Providing planning surveys, site evaluations or comparative studies of prospective sites. 3A.3 Providing special surveys, environmental studies and submissions required for approvals of governmental authorities or others having jurisdiction over the Project. 3AA Providing services relative to future facilities, systems and equipment. 3.4.5 Providing services to investigate existing conditions or facilities or to make measured drawings thereof. 3A.6 Providing services to verify the accuracy of drawings or other information furnished by the Owner. 3.4.7 Providing coordination of construction performed by separate contractors or by the Owner's own forces and coordination of services required in connection with construction performed and equipment supplied by the Owner. 3.4.8 Providing detailed quantity surveys or inventories of material, equipment and labor. 3.49 Providing analyses of operating and maintenance costs. 3.4.10 Making investigations, inventories of materials or equipment, or valuations and detailed appraisals of existing facilities. 3.4.12 Providing assistance in the utilization of equipment or systems such as testing, adjusting and balancing, preparation of operation and maintenance manuals, training personnel for operation and maintenance and consultation during operation. 3.4.13 Providing interior design and similar services requited for or in connection with the selection, procurement or installation of furniture, furnishings and related equipment. 3.4.14 Providing services other than as provided in Section 2.6.4, after issuance to the Owner of the final Certificate for Payment and expiration of the Warranty period of the Contract for Construction. 3.4.15 Providing services of consultants for other than architectural, civil, structural, mechanical and electrical engineering portions of the Project provided as a part of Basic Services. 3A.16 Providing any other services not otherwise included in this Agreement or not customarily famished in accordance with generally accepted architectural practice. 3.4.17 Preparing a set of reproducible record drawings in addition to those required by Subsection 2.6.19, showing significant changes in the work made during con- struction based on marked-up prints, drawings and other data furnished by the Contractor to the Design Professional. 3.4.18 Notwithstanding anything contained in the Agreement, Proposal or these General Conditions to the contrary, all services described in this Article 3 that are caused or necessitated in whole or in part due to the negligent act or omission of the Design Professional shall be performed by the Design Professional as apart of the Basic Services under the Agreement with no additional compensation above and beyond the compensation due the Design Professional for the Basic Services. The intervening or concurrent negligence of the Owner shall not limit the Design Professional's obligations under this Subsection 3.4.18. ARTICLE 4 OWNER'S RESPONSIBILITIES 4.1 The Owner shall consult with the Design Professional regarding requirements for the Project, including (1) the Owner's objectives, (2) schedule and design constraints and criteria, including space requirements and relationships, flexibility, expendability, special equipment, systems and site requirements, as more speci- fically described in Subsection 2.2.1. 4.2 The Owner shall establish and update an overall budget for the Project, including the Construction Cost, the Owner's other costs and reasonable contingencies related to all of these costs. 4.3 If requested by the Design Professional, the Owner shall furnish evidence that financial arrangements have been made to fulfill the Owner's obligations under this Agreement. Page 7 C:\Documents and Settings\RMclntyre\My Documents\Denton\Lewisville WTP\Denton Contract - Lake Lewisville WTP- Accept All Edits.docx 4.4 The Owner shall designate a representative authorized to act on the Owner's behalf with respect to the Project. The Owner or such authorized representative shall render decisions in a timely manner pertaining to documents submitted by the Design Professional in order to avoid unreasonable delay in the orderly and sequential progress of the Design Professional's services. 4.5 Where applicable, the Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data pertaining to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a project benchmark. 4.6 Where applicable, the Owner shall furnish the services of geotechnical engineers when such services are requested by the Design Professional. Such services may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and re- sistivity tests, including necessary operations for anticipating sub-soil conditions, with reports and appropriate professional recommendations. 4.6.1 The Owner shall furnish the services of other consultants when such services are reasonably required by the scope of the Project and are requested by the Design Professional and are not retained by the Design Professional as part of its Basic Services or Additional Services. 4.7 When not a part of the Additional Services, the Owner shall furnish structural, mechanical, chemical, air and water pollution tests, tests of hazardous materials, and other laboratory and environmental tests, inspections and reports required by law or the Contract Documents. 4.8 The Owner shall furnish all legal, accounting and insurance counseling services as may be necessary at any time for the Project, including auditing services the Owner may require to verify the Contractor's Applications for Payment or to ascertain how or for what purposes the Contractor has used the money paid by or on behalf of the Owner. 4.9 The services, information, surveys and reports required by Owner under Sections 4.5 through 4.8 shall be furnished at the Owner's expense, and the Design Professional shall be entitled to rely upon the accuracy and completeness thereof in the absence of any negligence on the part of the Design Professional. 4.10 The Owner shall give prompt written notice to the Design Professional if the Owner becomes aware of any fault or defect in the Project or nonconformance with the Contract Documents. 4.11 Design Professional shall propose language for certificates or certifications to be requested of the Design Professional or Design Professional's consultants and shall submit such to the Owner for review and approval at least fourteen (14) days prior to execution. The Owner agrees not to request certifications that would require knowledge or services beyond the scope of the Agreement. ARTICLE 5 CONSTRUCTION COST 5.1 CONSTRUCTION COST DEFINED 5.1.1 The Construction Cost shall be the total cost or estimated cost to the Owner of all elements of the Project designed or specified by the Design Professional. 5.1.2 The Construction Cost shall include the cost at current market rates of labor and materials furnished by the Owner and equipment designed, specified, selected or specially provided for by the Design Professional, plus a reasonable allowance for the Contractor's overhead and profit. In addition, a reasonable allowance for con- tingencies shall be included for market conditions at the time of bidding and for changes in the work during construction. 5.13 Construction Cost does not include the compensation of the Design Professional and Design Professional's consultants, the costs of the land, rights-of-way, financing or other costs which are the responsibility of the Owner as provided in Article 4. 5.2 RESPONSIBILITY FOR CONSTRUCTION COST 5.2.1 Evaluations of the Owner's Project budget, preliminary estimates of Construction Cost and detailed estimates of Construction Cost prepared by the Design Professional represent the Design Professional's best judgment as a design professional familiar with the construction industry. It is recognized, however, that neither the Design Professional nor the Owner has control over the cost of labor, materials or equipment, over the Contractor's methods of determining bid prices, or over competitive bidding or market conditions. Accordingly, the Design Professional cannot and does not warrant or represent that bids or cost proposals will not vary from the Owner's Project budget or from any estimate of Construction Cost or evaluation prepared or agreed to by the Design Professional. 5.2.2 No fixed limit of Construction Cost shall be established as a condition of the Agreement by the famishing, proposal or establishment of a Project budget, unless such fixed limit has been agreed upon in writing and signed by the parties thereto. If such a fixed limit has been established, the Design Professional shall be permitted to include contingencies for design, bidding and price escalation, to determine what materials, equipment, component systems and types of construction are to be included in the Contract Documents, to make reasonable adjustments in the scope of the Project and to include in the Contract Documents alternate bids to adjust the Construction Cost to the fixed limit. Fixed limits, if any, shall be increased in the amount of an increase in the Contract Sum occurring after execution of the Contract for Construction. 5.2.3 If the Procurement Phase has not commenced within 90 days after the Design Professional submits the Construction Documents to the Owner, any Project budget or fixed limit of Construction Cost shall be adjusted to reflect changes in the general level of prices in the construction industry between the date of submission of the Construction Documents to the Owner and the date on which proposals are sought. ARTICLE 6 OWNERSHIP AND USE OF DOCUMENTS 6.1 The Drawings, Specifications and other documents prepared by the Design Professional for this Project are instruments of the Design Professional's service and shall become the property of the Owner upon termination or completion of the Agreement and when Design Professional receives payment for such documents. The Design Professional is entitled to retain copies of all such documents. Such documents are intended only be applicable to this Project, and Owner's use of such documents in other projects shall be at Owner's sole risk and expense. In the event the Owner uses any of the information or materials developed pursuant to the Agreement in another project or for other purposes than are specified in the Agreement, the Design Professional is released from any and all liability relating to their use in that project Page 8 C:\Documents and Settings\RMcIntyre\My Documents\Denton\Lewisville WTP\Denton Contract - Lake Lewisville WTP- Accept All Edits.docx 61 Submission or distribution of documents to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of the Design Professional's reserved rights. ARTICLE 7 TERMINATION, SUSPENSION OR ABANDONMENT 7.1 The Design Professional may terminate the Agreement upon not less than thirty days written notice should the Owner fail substantially to perform in accordance with the terms of the Agreement through no fault of the Design Professional. Owner may terminate the Agreement or any phase thereof with or without cause upon thirty (30) days prior written notice to the Design Professional. All work and labor being performed under the Agreement shall cease immediately upon Design Professional's receipt of such notice. Before the end of the thirty (30) day period, Design Professional shall invoice the Owner for all work it satisfactorily performed prior to the receipt of such notice. No amount shall be due for lost or anticipated profits. All plans, field surveys, and other data related to the Project shall become property of the Owner upon termination of the Agreement and shall be promptly delivered to the Owner in a reasonably organized form. Should Owner subsequently contract with a new Design Professional for continuation of services on the Project, Design Professional shall cooperate in providing information. 7.2 If the Project is suspended by the Owner for more than 30 consecutive days, the Design Professional shall be compensated for services satisfactorily performed prior to notice of such suspension. When the Project is resumed, the Design Professional's compensation shall be equitably adjusted to provide for expenses incurred in the interruption and resumption of the Design Professional's services. 7.3 The Agreement may be terminated by the Owner upon not less than seven days written notice to the Design Professional in the event that the Project is permanently abandoned. If the Project is abandoned by the Owner for more than 90 consecutive days, the Design Professional or the Owner may terminate the Agreement by giving written notice. 7.4 Failure of the Owner to make payments to the Design Professional for work satisfactorily completed in accordance with the Agreement shall be considered substantial non- performance and cause for termination. 7.5 If the Owner fails to make payment to Design Professional within thirty (30) days of receipt of a statement for services properly and satisfactorily performed, the Design Professional may, upon seven days written notice to the Owner, suspend performance of services under the Agreement. 7.6 In the event of termination not the fault of the Design Professional, the Design Professional shall be compensated for services properly and satisfactorily performed prior to termination. ARTICLE 8 PAYMENTS TO THE DESIGN PROFESSIONAL 8.1 DIRECT PERSONNEL EXPENSE 8.1.1 Direct Personnel Expense is defined as the direct salaries of the Design Professional's personnel engaged on the Project and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions and similar contributions and benefits. 8.2 REIMBURSABLE EXPENSES 8.2.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Design Professional and Design Professional's employees and consultants in the interest of the Project, as identified in the following Clauses. 8.2.1.1 Expense of transportation in connection with the Project; expenses in connection with authorized out-of-town travel; long-distance communications; and fees paid for securing approval of authorities having jurisdiction over the Project. 8.2.1.2 Expense of reproductions (except the reproduction of the sets of documents referenced in Subsection 2.6.19), postage and handling of Drawings, Specifications and other documents. 8.2.1.3 If authori zed in advance by the Owner, expense of overtime work requiring higher than regular rates. 8.2.1.4 Expense of renderings, models and mock-ups requested by the Owner. 8.2.1.5 Expense of computer-aided design and drafting equipment time when used in connection with the Project. 8.2.1.6 Other expenses that are approved in advance in writing by the Owner. 83 PAYMENTS ON ACCOUNT OF BASIC SERVICES 8.3.1 Payments for Basic Services shall be made monthly and, where applicable, shall be in proportion to services performed within each phase of service, on the basis set forth in Section 2 of the Agreement and the schedule of work. 83.2 If and to the extent that the time initially established in the Agreement is exceeded or extended through no fault of the Design Professional, compensation for any services rendered during the additional period of time shall be computed in the manner set forth in Section 2 of the Agreement. 8.33 When compensation is based on a percentage of Construction Cost and any portions of the Project are deleted or otherwise not constructed, compensation for those portions of the Project shall be payable to the extent services are performed on those portions, in accordance with the schedule set forth in Section 2 of the Agreement based on (1) the lowest bona fide bid or (2) if no such bid or proposal is received, the most recent preliminary estimate of Construction Cost or detailed estimate of Construction Cost for such portions of the Project. 8.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES 8.4.1 Payments on account of the Design Professional's Additional Services and for Reimbursable Expenses shall be made monthly within 30 days after the presentation to the Owner of the Design Professional's statement of services rendered or expenses incurred. Page 9 C:\Documents and Settings\RMclntyre\N4y Documents\Denton\Lewisville WTP\Denton Contract - Lake Lewisville WTP- Accept All Edits.docx 8.5 PAYMENTS WITHHELD No deductions shall be made from the Design Professional's compensation on account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in the work other than those for which the Design Professional is responsible. 8.6 DESIGN PROFESSIONAL'S ACCOUNTING RECORDS Design Professional shall make available to Owner or Owner's authorized representative records of Reimbursable Expenses and expenses pertaining to Additional Services and services performed on the basis of a multiple of Direct Personnel Expense for inspection and copying during regular business hours for three years after the date of the final Certificate of Payment, or until any litigation related to the Project is final, whichever date is later. ARTICLE 9 INDEMNITY 9.1 The Design Professional shall indemnify and save and hold harmless the Owner and its officers, agents, and employees from and against any and all liability, claims, demands, damages, losses, and expenses, including, but not limited to court costs and reasonable attorney fees incurred by the Owner, and including, without limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of the Design Professional or its officers, shareholders, agents, or employees in the performance of the Agreement. 9.2 Nothing herein shall be construed to create a liability to any person who is not a party to the Agreement, and nothing herein shall waive any of the parties' defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to the Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE 10 INSURANCE During the performance of the Services under the Agreement, Design Professional shall maintain the following insurance with an insurance company licensed or authorized to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate Carriers of at least an A- or above: 10.1 Comprehensive General Liability Insurance with bodily injury limits of not less than $1,000,000 for each occurrence and not less than $2,000,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than $250,000 in the aggregate. 10.2 Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident, and with property damage limits of not less than $100,000 for each accident. 10.3 Worker's Compensation Insurance in accordance with statutory requirements, and Employers' Liability Insurance with limits of not less than $100,000 for each accident including occupational disease. 10.4 Deleted 10.5 The Design Professional shall furnish insurance certificates or insurance policies to the Owner evidencing insurance in compliance with this Article 10 at the time of the execution of the Agreement. The General Liability and Automobile Liability insurance policies shall name the Owner as an additional insured, the Workers' Compensation policy shall contain a waiver of subrogation in favor of the Owner, and each policy shall contain a provision that such insurance shall not be canceled or modified without thirty (30) days' prior written notice to Owner and Design Professional. In such event, the Design Professional shall, prior to the effective date of the change or cancellation, furnish Owner with substitute certificates of insurance meeting the requirements of this Article 10. ARTICLE 11 MISCELLANEOUS PROVISIONS 11.1 The Agreement shall be governed by the laws of the State of Texas. Venue of any suit or cause of action under the Agreement shall lie exclusively in Denton County, Texas. 11.2 The Owner and Design Professional, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. The Design Professional shall not assign its interests in the Agreement without the written consent of the Owner. 11.3 The term Agreement as used herein includes the executed Agreement, the Proposal, these General Conditions and other attachments referenced in Section 3 of the Agreement which together represent the entire and integrated agreement between the Owner and Design Professional and supersedes all prior negotiations, representations or agreements, either written or oral. The Agreement may be amended only by written instrument signed by both Owner and Design Professional. When interpreting the Agreement the executed Agreement, Proposal, these General Conditions and the other attachments referenced in Section 3 of the Agreement shall to the extent that is reasonably possible be read so as to harmonize the provisions. However, should the provisions of these documents be in conflict so that they can not be reasonably harmonized, such documents shall be given priority in the following order: 1. The executed Agreement 2. Attachments referenced in Section 3 of the Agreement other than the Proposal 3. These General Provisions 4. The Proposal 11.4 Nothing contained in the Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Design Professional. 11.5 Upon receipt of prior written approval of Owner, the Design Professional shall have the right to include representations of the design of the Project, including photographs of the exterior and interior, among the Design Professional's promotional and professional materials. The Design Professional's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Design Professional in writing of the specific information considered by the Owner to be confi- dential or proprietary. The Owner shall provide professional credit for the Design Professional on the construction sign and in the promotional materials for the Project. Page 10 C:\Documents and Settings\RMclntyre\My Documents\Denton\Lewisville WTP\Denton Contract - Lake Lewisville WTP- Accept All Edits.docx 11.6 Approval by the Owner shall not constitute, nor be deemed a release of the responsibility and liability of the Design Professional, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by the Owner for any defect in the design or other work prepared by the Design Professional, its employees, subcontractors, agents, and consultants. 11.7 All notices, communications, and reports required or permitted under the Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below signature block on the Agreement, certified mail, return receipt requested, unless otherwise specified herein. All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days after mailing. 11.8 If any provision of the Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of the Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform the Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. 11.9 The Design Professional shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now read or hereinafter be amended during the term of this Agreement. 11.10 In performing the Services required hereunder, the Design Professional shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. 11.11 The captions of the Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of the Agreement. Page 11 C:\Documents and Settings\RMclntyre\My Documents\Denton\Lewisville WTP\Denton Contract - Lake Lewisville WTP- Accept All Edits.docx CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a Date Received person who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the person meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code. A person commits an offense if the person knowingly violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. 1 Name of person who has a business relationship with local governmental entity. NONE 2 ❑ Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7`h business day after the date the originally filed questionnaire becomes incomplete or inaccurate.) 3 Name of local government officer with whom filer has an employment or business relationship. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the filer has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the filer of the questionnaire? 0 0 N o Yes B. Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes Q No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of 10 percent or more? Q N o Yes D. Describe each affiliation or business relationship. 4 Signature of person doing business with the governmental entity Date Adopted 06/29/2007 Page 12 C:\Documents and Settings\RMclntyre\My DocumentADenton\Lewisville WTP\Denton Contract - Lake Lewisville WTP- Accept All Edits.docx I. INTRODUCTION The City of Denton (OWNER) intends to upgrade its Lake Lewisville Water Treatment Plant (WTP) to comply with applicable codes and future regulatory standards and to meet customer water quality goals. Malcolm Pirnie, Inc. (ENGINEER) will perform professional engineering services to conduct preselection of equipment, design, bid and construction phase services (PROJECT). II. BID PACKAGES The scope of work and fee is based on the preparation and bidding of one construction contract. III. DETAILED TASK DESCRIPTIONS The ENGINEER will conduct the project in the following phases: e Design Phase - Preparation of Pre-selection Documents and Construction Plans and Specifications N Bid Phase - Advertisement and Bidding Services ■ Construction Phase - Office Administration Services During Construction A. Design Phase - Preparation of Plans and Specifications ENGINEER will prepare plans and specifications suitable for bidding the PROJECT as detailed in the following tasks. The elements of the design are as recommended in Chapter 7 of the "Preliminary Design of Lake Lewisville Water Treatment Plant Upgrade - Technical Design Memorandum" (PER) dated March 2007, including and as modified below: Raw water pump station upgrades - design one variable frequency drive (VFD) to function with either one or two of the pumps; evaluate the merits of a magnetic variable speed drive as an option to the VFD approach. No work is anticipated for the potassium permanganate system. New raw water ozone facility - design ozone system including liquid oxygen (LOX) storage, vaporizers (ambient or water bath), ozone generators, nitrogen boost system, cooling water system, generator building, concrete contactors and ozone destruct units. Prior to detailed design, conduct an evaluated approach for ozone equipment pre-selection. ENGINEER will assist OWNER in the selection of ozone system supplier (OSS) through a competitive bid process. The design will be around the selected manufacturer. The pre-selection process will include site visits (OWNER and ENGINEER) to an existing operating water treatment plant with ozone by each OSS to be included in the evaluation. The OWNER and ENGINEER will also visit the manufacturing/testing facility of each OSS to be evaluated in the pre-selection process. Provide provisions for acid feed, chlorine / ammonia feed, and citric acid / hydrogen peroxide at the ozone contactor for bromate formation control and quenching of ozone, if needed in the future. Rapid mix facility - design a three chambered, concrete basin at the end of the ozone contactors with mechanical mixers in reactor tubes to mix coagulant and other chemicals into the ozonated water. ■ Flocculation basin upgrades - design improvements to retrofit the existing flocculation basins with hydraulic baffles with a mechanical mixer for trimming to achieve 2:1 turndown (per basin) in performance; provide new handrail and repair and coat degraded concrete. ■ Sedimentation basin upgrades - conduct evaluation then design improvements to retrofit the two zones of each sedimentation basin with either circular collectors both zones or a horizontal track driven, vacuum sludge removal system in both; remove old mechanisms and control panels; design a new floor and sludge removal piping to discharge sludge to the existing sludge piping system; replace railing and grating and repair degraded concrete. ENGINEER will assist OWNER in the selection of sludge collectors through a negotiated / sole source selection process. The design will be around the selected manufacturer. ■ Filters upgrades - design improvements to retrofit all sixteen filters with new air / water underdrains, air scour piping and blower in a separate building (serves all filters), gravel support bed (if necessary), granular activated carbon media, FRP troughs, concrete repairs of interior filter box surfaces with new coating, retrofit effluent piping with filter-to-waste capability, handrail around the filter box and new filter control panel. ENGINEER will assist OWNER in the selection of underdrains through a negotiated / sole source selection process. The design will be around the selected manufacturer. Replacing existing filter control valves and actuators and associated piping is not anticipated. ■ Backwash system upgrade - design a new 0.4 MG elevated tank and associated supply pumps for unchloraminated backwashing of filters; modify the existing backwash pump / piping for standby service; repair the backwash piping and provide capability to feed chlorine to backwash tank piping for periodic maintenance of tank water quality and periodic disinfection of the filters to control biological growth as necessary. ■ Chlorine and ammonia system upgrades - conduct an evaluation of costs of liquid systems to replace existing gaseous systems on a life cycle cost basis. ENGINEER will assist OWNER in the selection of chlorine equipment (for on-site generation option) through a negotiation / sole source process. The design will be around the selected manufacturer. The level of effort for design assumes new liquid ammonia storage and feed system and, based on an evaluation, design of either on-site generation of sodium hypochlorite or liquid, bulk sodium hypochlorite storage and feed system. The selected systems would be housed in a new single story building. ■ Caustic mix structure - design a new caustic mix structure with two mix chambers and associated mixers and piping changes; convert the caustic feed to flow pace control with pH trim. ■ Fluoride system upgrades - design a new foundation and containment to install the existing fluoride system building, controls and storage tank; relocate the fluoride feed downstream of the filters. ■ Miscellaneous chemical system upgrades - design a new divider wall between the caustic and ferric sulfate storage tanks; specify a new ferric sulfate storage tank for the cracked tank; and remove unused chemical piping within the filter gallery (caustic, chlorine and ammonia). ■ Solids handling and recycle basin upgrades - design improvements to the control for the sludge draining and install a concrete lined detention basin to manage flow volume to the sanitary sewer. In addition, evaluate and design a retrofit to the existing washwater detention basin with sludge thickening capability similar to Gravity Systems lateral thickening concept. ■ Sitework upgrades - design new concrete paving around the ozone contactor and ozone generator and chemical buildings and new fencing along the east side of the property. Drainage will be managed within existing drain courseways. ■ Site piping upgrades - design a new washwater recycle line to discharge ahead of the new ozone contactors; new raw water piping to integrate the ozone contactors and new 30-inch pipe to improve flow split to the basin complex; new chemical feed piping to new chemical injection locations for ferric sulfate, polymer, chlorine, ammonia, caustic and fluoride; piping modifications to incorporate the new backwash tank. s Electrical upgrades - design electrical for the new facilities and upgrades for priority 1 and 2 items identified in the PER. ■ Instrumentation and control - modify the existing control system to incorporate the new process components (e.g. VFD at raw water pump station, ozone system, rapid mix, flocculators, sludge mechanisms, filter to waste, air scour and unchloraminated backwash, chemical systems (flow paced), caustic mix structure, solids handling control, security, fire monitoring, etc). Replace the old filter consoles with new consoles. Replace all plant turbidimeters. It is anticipated that ENGINEER will prepare P&IDs and control strategies but configuration will be conducted by the Construction Contractor instrumentation / SCADA subcontractor. ■ Miscellaneous plant upgrades - for the operations building, design a chilled water system, fire sprinkler system, replace the ceiling tile and light fixtures and lower the ceiling on the second floor. In the filter control building, clean and repaint the ceiling and encapsulate the floor tile. Install lightning protection and replace all doors and windows (installed prior to the 1987 upgrade) at the Operations, Maintenance and Filter Buildings. The OWNER's budget for the project is approximately $26.4 million. At the outset of the project, ENGINEER will work with OWNER to prioritize select items from the previously mentioned design components and identify three or more alternatives that OWNER may elect to delete from the PROJECT should the bids exceed the OWNER's budget. Task 1 - Project Administration ENGINEER will conduct project management of the work including project planning; preparation and submittal of monthly activity reports, invoices, schedule updates and decision needs to the OWNER; management and coordination of subcontractors; and monitoring and control of schedule. Communication with the OWNER will generally be weekly through phone calls or email, as appropriate with written communication for substantive items. Deliverables: 0 Monthly activity reports, schedule updates and invoices Task 2 - Coordination and Milestone Review Meetings ENGINEER will coordinate and attend deliverable review workshops to obtain and discuss OWNER review comments on design document submittals. These workshops are anticipated to occur at approximately the project startup, 50, and 90 percent design milestones. It is further anticipated that ENGINEER will meet with OWNER two additional times to review equipment / system control philosophies of facilities and the maintenance of plant operations plan. At the startup conference at the OWNER's offices, ENGINEER will discuss the PROJECT including introduction of the project team, identification of deliverables, schedule, discussion of additional data requirements, and project goals and objectives. The milestone review meetings will be held to obtain OWNER comments on milestone deliverables. Deliverables: ■ Meeting agenda ■ Meeting summary within 5 days to document key decisions, agreed action items and comments Task 3 - Technical Design Basis Summary and Equipment Selection ENGINEER will prepare a draft design basis table by facility that will articulate the characteristics of the PROJECT features including preliminary equipment selections. The intent of this task is to obtain OWNER consensus on the preliminary sizing, footprints, and equipment choices for each item of work. ENGINEER will prepare pre-selection documents for the ozone equipment to sufficient detail (technical specification with City front end document and schematic level figures) to obtain competitive quotations from qualified bidders. Upon receiving quotations, ENGINEER will conduct an evaluation then make a recommendation of award to the OWNER. The design basis summary will be updated to reflect the selected manufacturer. The final summary will be submitted to the OWNER for lock-in of the design. The memorandum will serve as the basis of design for the PROJECT. Deliverables: ■ PDF electronic file of the equipment bid documents to prospective bidders ■ PDF of the design basis summary memorandum Task 4 - Perform Geotechnical Investigation A subconsultant specialized in geotechnical work will be selected to perform a geotechnical investigation of the new structure locations. The purpose of the investigation will be to evaluate the near surface geological conditions and to provide geotechnical conclusions and recommendations regarding: ■ General subsurface conditions ■ Soil and geologic conditions at the structures. ■ Depth to groundwater or seepage ■ Excavation considerations ■ Recommendations for trenching and shoring, foundation design to address bearing pressure, anticipated settlements, groundwater, swell potential, shear, compaction requirements, piling, and select fill requirements for structures construction ■ Soil corrosivity Up to 15 borings at about 40 feet deep each are anticipated. After completing the field exploratory work and laboratory testing, an engineering analysis and report will be prepared summarizing findings and recommendations of the geotechnical investigation. This task also includes ENGINEER'S labor effort to coordinate with the geotechnical engineer. Deliverables: ■ PDF electronic file will be submitted to the OWNER for record purposes Task 5 - Conduct Field Topographic Surveys Provide field surveys, through a subcontract, of site features in areas of work including elevations of weirs and interconnecting surface features, corners of buildings in areas of proposed work, and vertical surface features. Topographic and buried pipe information will be prepared in electronic format (AutoCAD). Available records of utilities furnished by OWNER (electric, water, sewer, gas, cable, petroleum, and cable) will be reviewed and appropriate information included on the mapping to document subsurface and otherwise non-visible conditions. The OWNER's forces will conduct physical excavation of existing utilities, if required. Deliverables: ■ PDF electronic file of the site topographic features Task 6 - Prepare Drawings and Specifications Prepare detailed drawings for the construction contract. Drawings will be prepared in electronic format in ENGINEER's AutoCAD software. The design will incorporate applicable Malcolm Pirnie and OWNER'S standards. Prepare project specifications using the sixteen-division, modified three-part format of the Construction Specifications Institute. Front-end documents (Division 0) will be OWNER'S standard documents as modified by Malcolm Pirnie in the Special Conditions. The remaining technical specifications will be prepared by the ENGINEER using Malcolm Pirnie documents and the OWNER's standard requirements as applicable. It is anticipated that the OWNER will review and provide written comments on the deliverables within three weeks after receipt for the 50 and 90 percent sets. The ENGINEER will provide detailed written confirmation of the changes resulting from the OWNER's review of the documents. Deliverables: ■ At the 50 and 90 percent milestones, submit five 22 x 34 inch or 11 x 17 copies (OWNER preference) of the drawings and/or electronic version (PDF) of documents to the OWNER for review. ■ At the 50 and 90 percent milestones, five copies of the complete specifications and/or one electronic copy (PDF) will be submitted. Task 7 - Opinion of Probable Construction Costs Prepare an opinion of probable construction cost of the PROJECT, which includes summaries of bid items and quantities as appropriate. The level of contingency will be dependent on the milestone status and will start at 15% at the 50 percent milestone and decrease to 10% at the 90 percent milestone and 5% for the bid ready set. Deliverables: ■ PDF electronic file at the 50 and 90 percent design points and a final cost opinion of the anticipated construction cost prior to bid. Task 8 - Ouality Assurance and Control All work products will receive an in-house quality control review by at least one of Malcolm Pirnie's technical director designates. This includes technical memoranda and drawing and specifications at the 50 and 90 percent design point. The 50 percent review will include a constructability and operability review by experienced Malcolm Pirnie specialists. Deliverables: ■ None Task 9 - Regulatory Approval Coordinate the review of drawings and specifications with TCEQ and Texas Department of Licensing and Regulation (TDLR) personnel. This includes transmitting the previously completed PER, specifications and drawings and technical memoranda, answering questions via telephone which may arise during the review process, and providing supplemental information to support the design. Deliverables: ■ One set of technical design basis summary, specifications and 22 x 34 inch set of the drawings to TCEQ ■ One set of specifications and 22 x 34 set of drawings to TDLR B. Bid Phase - Advertisement and Bidding Services ENGINEER will perform Bid Phase Services as detailed in the following tasks following completion of design services. Task 1 - Furnish Reproducible Contract Documents Furnish reproducible bid packages, drawings, specifications and geotechnical reports for reproduction and distribution by the ENGINEER. ENGINEER will charge the Contractor and Suppliers for the documents but provide them at no charge to five Plan Houses. Deliverables: ■ Specifications and 22 x 34 inch set of the drawings to Bidders and Plan Houses Task 2 - Bidding Assistance Assist the OWNER in bidding the construction contract including: ® Furnishing the necessary project description for the advertisement of the project by the OWNER. The OWNER will pay the cost of advertisement in newspapers and periodicals. ■ Document inquiries from prospective bidders. The necessary responses to the prospective bidders will be provided in the form of addenda. Prepare addenda and distribute to drawing holders. A total of two addenda are anticipated. ■ Preside at a pre-bid meeting at the OWNER'S facilities and subsequent tour of the PROJECT site. Deliverables: ■ Project description for advertisement ■ Addenda Task 3 - Bid Opening and Evaluation Attend bid opening for construction contract at the OWNER'S facilities. Evaluate bids and prepare letter of recommendation of award to the OWNER. One member of the ENGINEER'S team will attend the bid opening. Deliverables: ■ Letter for recommendation of award Task 4 - Prepare Formal Contract Documents Assist the OWNER in the preparation of conforming Contract Documents for execution by the successful bidder of each construction contract. This includes preparing conformed set of drawings and assembling the specification with the bid proposal and other executed forms. Deliverables: ■ Posted drawings and assembled specifications with Contract Documents C. Construction Phase - Office Administration Services during Construction ENGINEER will perform construction contract administration services as detailed in the following tasks. Task 1 - Notice to Proceed Subsequent to execution of the Construction Contract Documents by the OWNER and the Construction Contractor, the OWNER will issue the Notice to Proceed to the Construction Contractor. Task 2 - Preconstruction Submittals Upon issuance of the Notice to Proceed, the ENGINEER shall receive and review Construction Contractor's preconstruction submittals including, but not limited to, lists of subcontractors, critical path schedules, schedule of values, progress and cash flow schedules, and submittal schedule. The ENGINEER will notify the Construction Contractor of any incomplete items or omissions and work with the Construction Contractor until a complete and correct set of preconstruction submittals has been accomplished. Deliverables: ■ Review letters for the preconstruction submittals Task 3 - Preconstruction Conference The ENGINEER shall schedule and convene, in conjunction with the OWNER, the preconstruction conference for at the OWNER'S facilities to discuss general and specific requirements for fulfilling the Construction Contract. The ENGINEER will explain the contract requirements related to site access, operational interfaces, reporting, and schedule and cost management, lines of communication, quality control and other administrative requirements. The ENGINEER will prepare an agenda at least one week in advance of the meeting, summary of the conference, and distribute that summary to all attendees. Deliverables: ■ Meeting agenda a Meeting summary Task 4 - Review Submittals and Shop Drawings Submittals from the Construction Contractor will be received, logged, distributed to the OWNER, and reviewed by the ENGINEER. Applicable OWNER review comments, which are received in a timely fashion, will be combined with the ENGINEER'S review comments. These submittals will then be distributed back to the Construction Contractor and other recipients via an Internet Project Website within twenty-one calendar days of ENGINEER'S receipt. These submittals shall include shop drawings and material and equipment samples. The ENGINEER will maintain a submittal log describing the current status of all the Construction Contractor's submittals. The ENGINEER will maintain a submittal file that will contain a copy of all interim and final submittals by the Construction Contractor. Should Construction Contractor's submittal require more than two reviews by the ENGINEER, further review by the ENGINEER of that submittal shall be compensated by the Construction Contractor for City to reimburse the ENGINEER for these additional services. A total of 180 submittals (average 1-1/2 reviews each) are anticipated. In addition to the review, ENGINEER anticipates meeting separately with the ozone supplier and I&C supplier in a pre-submittal workshop to facilitate review of the submittal. Deliverables: ■ Submittal review comments posted to Project Website ■ Submittal log s Workshop notes to attendees Task 5 - Interpretations and Clarifications The ENGINEER shall issue all instructions of the OWNER to the Construction Contractor pertaining to the ENGINEER'S design; issue necessary interpretations and clarifications of the Construction Contract Documents; have authority as the OWNER'S representative, to require special inspection or testing of the work; act as initial interpreter of the requirements of the Construction Contract Documents and judge the acceptability of the work thereunder, and make decisions on all questions of the OWNER and Construction Contractor relating to the acceptability of the work or the interpretation of the requirements of the Construction Contract Documents pertaining to the execution and progress of the work. Requests for Information, Requests for Field Alteration, and Field Alterations will be received, logged, and reviewed. Responses will be distributed to the Construction Contractor via the Project Website and copied to the OWNER within seven days of ENGINEER'S receipt. ENGINEER will issue responses to RFI's and RFA's on average no more than 5 days. A total number of 180 RFI's are anticipated. Deliverables: ■ RFI, RFA, FA review comments / responses posted to Project Website Task 6 - Periodic Visits to the Construction Site The ENGINEER'S Design Staff shall make an average of one visit to the PROJECT site each month concurrent with the construction progress meetings to observe as an experienced and qualified design professional, the progress and quality of the executed work of the Construction Contractor and to determine, in general, if such work is proceeding in general accordance with the Construction Contract Documents. The ENGINEER'S efforts will be directed toward providing a greater degree of confidence for the OWNER that the completed work of the Construction Contractor will conform to the Construction Contract Documents, but the ENGINEER'S obligation shall not relieve the Construction Contractor of responsibility for performing the work in accordance with the Construction Contract Documents. A total of 24-one day site visits are anticipated. Deliverables: ■ Project notes as appropriate Task 7 - Off-Site Equipment Witness and Functionality Testing ENGINEER anticipates attending one factory witness test for ozone at their manufacturing facility to observe the state of the equipment prior to shipment and to conduct testing of equipment functionality. The costs for travel, lodging and on-site expenses for re-testing will be covered by the Construction Contractor. In addition, ENGINEER will visit the PROJECT site and conduct instrumentation loop checks for the ozone equipment prior to startup. Deliverables: ■ Punch list articulating corrections Task 8 - Review Construction Contractor's Schedule and Payment Requests 8-1. The ENGINEER shall receive and review Construction Contractor's monthly Application for Progress Payment and progress schedules in accordance with this Agreement. The Contractor's payment schedule will be schedule constrained. 8-2. By recommending any payment, the ENGINEER will not thereby be deemed to have represented that continuous or exhaustive examinations have been made by the ENGINEER to check the quality or quantity of the work or to review the means, methods, sequences, techniques, or procedures of construction or safety precautions or programs incident thereto, or that the ENGINEER has made an examination to ascertain how or for what purposes the Construction Contractor has used the monies paid on account of the contract price, or that title to any of the work, materials, or equipment has passed to the OWNER free and clear of any lien, claims, security interests or encumbrances, or that the Construction Contractor has completed his work exactly in accordance with the Construction Contract Documents. The recommendations of payment will constitute a representation to the OWNER that no substantial departure from the Construction Contract Documents or requirements exists. 8-3. The ENGINEER will review the Construction Contractor's progress schedule and payment schedule in accordance with the requirements of the Construction Contract Documents and request that the Construction Contractor makes any necessary adjustments. Deliverables: ■ Recommendations for payment to OWNER ■ Comments on the Construction Contractor's progress schedule Task 9 - Change Orders and Time Extensions 9-1. The ENGINEER shall develop, and provide to the OWNER and Construction Contractor, all the change orders required for the Project. The ENGINEER will provide the design engineering necessary to support the change orders. The ENGINEER will develop the necessary Construction Contract Documents required to support the change orders including construction drawings and specifications. 9-2. The ENGINEER shall assist in negotiations, on behalf of the OWNER, of any adjustments in the contract price that may result from the change orders. The OWNER will make the final determination as to the acceptability of the contract price adjustment. 9-3. The ENGINEER shall receive, from Construction Contractor, and review all the Construction Contractor's request for time extensions as required for the project. The ENGINEER will notify Construction Contractor of any inconsistencies or incomplete items in the request and work with the Construction Contractor until a satisfactory request has been developed. The ENGINEER will transmit the request to the OWNER, with a recommendation for action, for the OWNER'S acceptance and approval. Deliverables: ■ Change orders and supporting documentation Task 10 - Soils and Materials Testing The ENGINEER will review Construction Contractor's independent laboratory test results in accordance with Construction Contract requirements and report non-conforming results to the OWNER and Construction Contractor. The ENGINEER will provide recommendations for remedial action. The ENGINEER'S participation in this program does not relieve the Construction Contractor from providing his own quality control program to ensure delivered and installed materials meet the requirement of the Specifications. Deliverables: s Recommendation letter for remedial action as needed Task 11 - Record Drawings The ENGINEER shall prepare for the OWNER one set of full size (22 x 34 inch) Mylar record drawings for construction contract showing the changes made during construction. The ENGINEER shall also provide the OWNER with two sets of half-size black-line prints and an electronic file copy of the record drawings on a CD-ROM disc in AutoCAD. The changes made by the ENGINEER on the drawings will be based on the marked-up prints, drawings, and other data furnished by the Construction Contractor to the ENGINEER. Deliverables: ■ One full size mylar; two half-sized black-lines; and CD-ROM of record drawings (AutoCAD and PDF) Task 12 - Warranties and Guarantees The ENGINEER shall receive, from the Construction Contractor, and review all warranties, certifications, and affidavits required by the Construction Contract Documents. The ENGINEER will notify the Construction Contractor of any incomplete items or omissions and work with the Construction Contractor until a complete and correct set of warranties and guarantees has been assembled. The ENGINEER will transmit these documents to the OWNER. Deliverables: s Letter with comments on the warranties and guarantees Task 13 - O&M Manual Reviews The ENGINEER shall receive, from the Construction Contractor, and review the operation and maintenance manuals on each equipment item as required by the Contract between the OWNER and the Construction Contractor. The ENGINEER will notify the Construction Contractor of any incomplete items or omissions and work with the Construction Contractor until a complete and correct set of operation and maintenance manuals have been assembled. The ENGINEER will transmit completed manuals, provided by the Construction Contractor, to the OWNER at the conclusion of the review process. A total of 75 O&M reviews (preliminary and final) are anticipated. Deliverables: ■ 0&M review comments on preliminary manuals posted on the Project Website Task 14 - Substantial Completion and Final Inspection 14-1. The ENGINEER shall participate in an inspection with the OWNER and the Construction Contract to determine if the project is substantially complete and to determine if the work has been completed in general accordance with the Construction Contract Documents. The ENGINEER will issue a Certificate of Substantial Completion should the inspection determine that such an issuance is warranted. The ENGINEER will notify the Construction Contractor and the OWNER should the inspection discover that a Certificate of Substantial Completion is not warranted at the time of the inspection. 14-2. The ENGINEER shall develop and provide to the OWNER for the Construction Contract a formal pre- final punch list developed from the observations made at the inspection for Substantial Completion. 14-3. The ENGINEER will participate in a final inspection with the OWNER and the Construction Contractor to determine whether the project is complete. ENGINEER will prepare a final punch-list of items to be completed or corrected by the Construction Contractor and conduct one follow-up inspection of the site. 14-4. The ENGINEER shall receive, from the Construction Contractor, and review the Construction Contractor's Final Application for Payment. The ENGINEER will notify the Construction Contractor of any incomplete items or omissions and work with the Construction Contractor until the Construction Contractor has fulfilled all the requirements of the Construction Contract Documents. Upon completion of the project by the Construction Contractor in general accordance with the Construction Contract Documents, the ENGINEER will recommend final payment by the OWNER to the Construction Contractor. The OWNER will make the final determination as to the acceptability of the Construction Contractor's Final Application for Payment. Deliverables: ■ Tentative substantial completion punch list and final punch list ■ Certificate of substantial completion ■ Recommendation for final payment Task 15 - Progress Meetings ENGINEER will conduct monthly progress meetings on an as needed basis to discuss the project progress and direction and specific technical aspects of the project. All meetings under this task will be conducted at the OWNER'S Office. Topics of discussion will generally include: ■ Progress accomplished the preceding month ■ Review construction schedule ■ Identify problems with means, methods, techniques or sequences ■ Discuss plans for next month ENGINEER will prepare and distribute a meeting agenda to the OWNER and to ENGINEER'S project team at least five working days prior to each of these meetings. Within five working days after each meeting, ENGINEER will prepare and distribute meeting summary to the OWNER, the Construction Contractor, and to ENGINEER'S project team. A total of 24 meetings are anticipated. Deliverables: ■ Meeting agenda ■ Meeting summary IV. PROJECT SCHEDULE The project schedule for completing each phase after notice to proceed is as follows: ■ Design Phase -11 months ■ Bid Phase - 3 months ■ Construction Phase - 24 months V. ADDITIONAL SERVICES All services requested of the ENGINEER by the OWNER during the PROJECT that are not specifically described in the scope of work shall be provided by the ENGINEER as Additional Services. These could include: ■ Attendance at additional design meetings than described ■ Design of additional components not described in the PER as modified herein ■ Asbestos surveys ■ Updates to the existing chemical building or operations building to comply with ADA requirements. ■ Extension of the Construction Contract time by more than 10% than that assumed herein ■ Attendance at additional construction progress meetings than described ■ Additional reviews of shop drawings as described above ■ Preparation of a plant Operations Manual • Control system configuration ■ Update to the monthly operating reports ■ Resident Services During Construction e Startup and Post-Startup Services (Assistance with Equipment Startup and Performance Assessment) ■ Preparation and attendance at City Boards or Council Meetings ■ Other items not contained in this scope of services