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2002-360Ore,IN.CE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH FREESE & NICHOLS, INC. FOR PROFESSIONAL ENGINEERING SERVICES RELATED TO THE CITY OF DENTON CLEAR CREEK INTERCEPTOR AND WATER REUSE LINE PROJECT; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council deems that it is in the public interest to engage Freese & Nichols, Inc. a Corporation, of Fort Worth, Texas ("F&N"), to provide professional engineering services pertaining to the City of Denton Clear Creek Interceptor and Water Reuse Line Project; and WHEREAS, the City staff has reported to the City Council that there is a substantial need for the above-referenced professional engineering services, and that limited City staff cannot adequately perform the specialized services and tasks with its own personnel; and WHEREAS, Chapter 2254 of the Texas Government Code, known as the "Professional Services Procurement Act," generally provides that a City may not select a provider of professional services on the basis of competitive bids, but must select the provider on the basis of demonstrated competence, knowledge, and qualifieafions, and for a fair and reasonable price; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1: That the City Manager is hereby authorized to execute a Professional Services Agreement with Freese & Nichols, Inc., a Corporation, of Fort Worth, Texas, for professional engineering services pertaining to the City of Denton Clear Creek Interceptor and Water Reuse Line, in an amount not to exceed $431,120; in substantially the form of the Professional Services Agreement attached hereto and incorporated herewith by reference. SECTION 2: That the award of this Agreement by the City is on the basis of the demonstrated competence, knowledge, and qualifications of F&N and the demonstrated ability of F&N to perform the services needed by the City for a fair and reasonable price. SECTION3: That the expenditure of funds as provided in the attached Professional Services Agreement is hereby authorized. SECTION 4: That this ordinance shall become effective immediately upon its passage and approval. PASSED PROWDt sthe dayof ,2002. L ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY S:\Our Documents~Ordinancc s\02~Freese & Nichols, Inc.-Clear Creek Interceptor Sewer PSA.doc STATE OF TEXAS § COUNTY OF DENTON § PROFESSIONAL SERVICES AGREEMENT FOR ARCHITECT OR ENGINEER , THIS, AGREEMENT is made and entered into as of the ~A-f~ day of , 2002, by and b een the City of Denton, Texas, a Tex municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called "Owner" and Frees¢ and Nichols, Inc., with its corporate office at 4055 International Plaza, Suite 200, Fort Worth, Texas 76109-4895 hcreina~er 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 engineering firm, 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 the design of the Clear Creek Water Reclamation Plant Interceptor and Reuse Lines. The Clear Creek Basin is located north of Loop 288, extends west of IH-35, and discharges into the Elm Fork of the Trinity River. The proposed gravity interceptor will collect flows within the Clear Creek Basin and route them to the proposed Clear Creek Water Reclamation Plant ("WRP") to be designed by others. The proposed reuse line will route treated water from the WRP west, parallel to the new interceptor, to reuse customers along F.M. 428. Within the Wastewater Service Area of the City of Denton, Texas the Clear Creek Basin along with Culp Branch encompasses 28,750 acres. Time is of the essence in completing the design of these lines, with final completion by May 2004. The effort of the Design Professional will include the following: · Prepare an engineering report sizing the interceptor and reuse line, evaluating various alignment alternatives and recommending a cost-effective and practical route. · Produce survey for selected route, establishing all necessary control for design purposes (as shown in the detailed Scope of Work, Attachment CO), and produce instruments for easement acquisitions. Page 1 · Perform design and produce contract documents suitable for competitive bidding under municipal laws. · Provide assistance during bidding of the Project. · Provide assistance during construction of the Project. 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 $431,120. 2.1.2 Progress payments for Basic Services shall be billed by the Design Professional on a once-monthly basis. For Lump Sum tasks, Design Professional shall submit invoices based on the actual pementage of work completed. For other tasks, the Design Professional shall bill from time sheets, in minimum ½ hour or smaller time increments, at the hourly Billing Rates, not to exceed those shown in the Fee Proposal Summary attached. For and in consideration of the professional services to be performed by the Design Professional herein, the Owner agrees to pay, at the listed hourly Billing Rates, a total fee, including reimbursement for direct non-labor expenses and for its sub-consultant expense, an amount not to exceed that listed for each task as shown below, all of which shall not exceed the total as listed under Item 2.1.1. Basic Services - Preliminary Design Basic Services - Design Phase Basic Services - Construction Phase Special Services - Design Survey Special Services - Easement Preparation (up to 12 temporary and 12 permanent) Special Services - Geotech and Driller Special Services - Environmental Review $50,000 Lump Sum $160,000 Lump Sum $23,500 Lump Sum $137,500 Cost Plus Not to Exceed $21,120 Cost Plus Not to Exceed $25,000 Cost Plus Not to Exceed $14,000 Cost Plus Not to Exceed Page 2 2.2 ADDITIONAL SERVICES 2.2.1 For Additional Services authorized in writing by the Owner, the Design Professional shall be paid based on a to-be-agreed-upon Schedule of Charges. Payments for additional serviees shall be due and payable upon submission by the Design Professional, and shall be in accordance with Item 2.1.2 hereinabove. Statements for Basic Services and any Additional Services shall be submitted to the Owner no more frequently than once monthly. 2.2.2 Compensation for Additional See/ices of outside 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 ProfessionaYs employees and consultants in the interest of the Project as defmed in the General Conditions, but not to exceed the totals as shown in the Fee Proposal Summary without the prior written approval of the Owner. 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 Architeetural or Engineering Services. 2. The Design Professional's Proposal and Fee Proposal Summary. This Agreement is signed by the parties hereto effective as of the date first above written. Page 3 "OWNER" CITY OF DENTON, TEXAS ATTEST: JENNIFER WALTERS, CITY SECRETARY HERBERT L. ~UTY, C.I.~2/ATTORNEY c~(.~__ A. Conduff b/ ~/ CityWianager "DESIGN PROFESSIONAL" FREESE AND NICHOLS, INC. ATTEST: S:\Our Do eument s\Contracts\02~Freese & Nichols lne- Design ProfessionalAgreement- WW 2002.doe Page 4 CITY OF DENTON, TEXAS GENERAL CONDITIONS TO AGREEMENT FOR ARCHITECTURAL OR ENGINEERING SERVICES ARTICLE 1. ARCHITECT OR ENGINEER'S RESPONSIBILITIES 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 Genemi Conditions are attached) performed by the Architect or Eagineer (hereinafter called the "Design Professional") or Design Professional's employees and consultents as enumerated in Articles 2 and 3 of these General Conditions as modified by thc 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 eunently practicing in the same ineality under similar eondilions, incindLag reasonable, informed judgments and prompt fimuly actions (the "Degree of Care"). The Services shall be performed as expeditiously as is consistent with the Degree of Care neeessm3~ for the orderly progress of the Project. Upon request of the Owner, the Design Pmfesalonal shall submit for the Owners 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 jtuisthction 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 fi.is schedule shall be mutually acceptable to both parties. ARTICLE 2 SCOPE OF BASIC SERVICES 2.1 BASIC SERVICES DEFINED The Design Professional's Basic Services consist of those described La Sections 2.2 through 2.6 of these General Conditions and include normal stmctoral, civil, mechanical and electrical engineering services and any other engineering services necess~, 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 far the project to ascertain Owners needs and to establish the requirements for the Project. 2.2.2 The Design Professional shah provide a preliminm3r evaluation of the Owners'program, construction schedule and construction budget requirements, each in terms of the other, subject to the limitations set forth in Subsection 5.2.1. 2.2.3 ~he 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, ordLaaanes, codes and regulations. 2.2.5 The Design Professional shall submit to the Owner a prelimina~ detailed estimate of Construction Cost based on current area, volume or other unit costs and which indicates the cost of each categn~ of work involved in constr~cting the Project and establishes an elapsed time factor for the period of time from the commencement to the completion of construction. 2.3 DESIGN DEVELOPMENT pHASE 2.3.1 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 prepere for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe thc size and cha~cter 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, stemtes, ordinances, cedes 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. 2.3.2 The Design Professional shall advise the Owner of any adjustments to the prelimina~3, estimate of Construction Cost in a fuCther Detailed Statement as described in Section 2.2.5. 2.4 CONSTRUCTION DOCUMENTS PHASE 2.4. I Based on the approved Design Development Documents and any further adjustments in the scope or quality of the Project or la the eonstmcllon 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 thc construction of the Project, which shall comply with all applicable laws, statutes, ordinances, codes and regnlations. Page I of 9 S:\Eagr s\Emp~FG Payne\p d f filcs~Fnl~Gcneral Conditions PSA - F&N - 9 pi.doc Revised 5-30-02 2.4.2 The Design professional shall assist the Owner in the preparation of the n¢cessmy bidding or procurement information, bidding or procurement forms, the Conditions of the contract, and the form of Agreement between the Owner and contractor. 2.4.3 The Design professional shall advise the Owner of any adjustments to previous preliminmy 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 Owners responsibility for filing documents reqinred for the approval of govemmentol authorities having jurisdiction over the Project 2.5 CONSTRUCTION CONTRACT PROCUREMF~IT 2.5.1 Thc Design professional, following the Owner's approval of the Construction Documents and of thc latest prelimimtod detailed estimate of Construction Cost, shall assist the Owner in procuring a constmcllon contract for thc Project through any procurement method that is legally apphcable to the Project including the competitive sealed bidding process. Although the Owner will consider the advice of thc Design Professional, the award of the construction contract is in the sole discretion of the Owner. 2.5.2 if the constractinn contract amount for the Project exceeds the total conslmctinn cost of the Project as set forth in the approved Detailed Statement of Probeble Construction Costs oftbe Project submitted by the Design Professional, then the Design Professional, at its sole cost and expense, will revise the Constmcdun Documents as may be required by the Oyvncr 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 Constmedon 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 providg constmctinn phase services as described in Attachment CO. 2.6.3 Construction Phase duties responsibilities and limitations of authority of the Design Professional shall not ha restricted` modified or extended without written agreement of the Owner and Design Professional. 2.6.4 The Design Professional shall advise and consult with the Owner (I) during constmctinn, and (2) at the Owner's direction from time to time during the correction, or wanunty period described in the Contract for Constmedon. The Design Professional shall have authority to act on behalf of the Owner only to the ex~nt provided in the Agreement and these General Conditions, unless other~vise modified by written instrument 2.6.5 The Design professional shall observe the construction site as described in Attachment CO while construction is 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 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 famished by the Design Professional at no cost to the Owner. The Owners approval, acceptance, use of or payment for all or any part of the Design Professinnal~s Services hereunder or of the Project itself shall in no way alter the Design Professional's obligations or the Owners rights hereunder. 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 Conlmctofs schedules or failure to cany out the work in accordance with the Contract L'~acuments except insofar as such failure may result from Design professional's negligent acts or omissions. The Design Professional shall not have control over or charge of acts or omissions 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 The Design Professional shall review and approve or take other appropriate action upon Contractors submittals such as Shop Draw'rags, Product Data and Samples for the purpose of (1) determining compliance with applicable ina, s, 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 conWactors, 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 quantifies or for substantiating instmctinns 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 constitote 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 of n~aterlais, systems or equipment is reqdired by the Contract Documents, the Design Professional shall be enfided to rely upon such certification to establish that the materials, systems or equipment will meet the performance ca'iteria required by the Contract Documents. Page 2 of 9 S:\Engr s\Erap\FGPayne\pdf file s\FnBGeneraI Conditions PSA - F&N - 9 pt_doc Revised 5-30-02 2.6.9 The Design Professional shall assist the Owner in the preparation ~f Change Orders and Construction Change Directives, with supporting documentation and data if deemed necessm3' 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 shall assist the Owner in the authorization of 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. 2.6.10 The Design Professional shall interpret and provide recommendations on matters concerning performance of the Owner and Contractor under the inquirements of the Contract Documents on w~ttsn request of either the Owner or Contractor. The Design Professinnal's response to such requests shall be made with reasonable promptness and within any time limits agreed upon. 2.6.11 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 in/tial decisions, the Design Professional shall endeavor to secure faitlfful 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 negligance. 2.6.12 The Design Professional shall render written decisions within a masonshle time on all claims, disputes or other matters in question between the Owner and Contractor relating to the execution or prog~ss of the work as provided in the Contract Documents. 2.6.13 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 directly caused by the Design Professional not meeting the Degree of Care, but not costs that would have been borne by the Owner if the error or omission had not been made; and (3) by acknowledging payment by the Owner of any fees due, shall not be released fi.om any rights the Owner may have under the Agreement or diminish any of the Design professional's obligations thereunder. 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 Ag~ement or Proposal, and they shallbe 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 ~uthorized or confirmed in writing by thc Owner. If services described under Contingent Additional Services in Section 3.3 are required doe to circumstances beyond the Desig~ Professional's control, the Design Professional shall notify die 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 arc not required due to the negligence or fault of Design Professional. 3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES 3.2.1 ff more extensive representation at the site than is described in Subsection 2.6.5 is required, the Design Professional shall provide one o~' more Project Representatives to assist in carrying out such additional on-sita responsibilities. 3.2.2 Project Representatives shall be selected, employed and directed by the Design professional, and the Design Professional shall be com- pensated therefor as agreed by the Owner and Design Professional. 3.3 CONTINGENT ADDITIONAL SERVICES 3.3.1 Making material revisions in Dmwinga, Specifications or other documents when such revisions are: 1. inconsistent with approvais or instructions previously given by the Owner, including revisions made necessary by adjuslments in the Owner's pmgeam or Project hadge~; 2. reqaired 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 deeisinn in a timaly 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. 3.3.4 Providing consultation concerning replacement ofworl~ damaged by fire or other cause during constmchon, and furnishing services required in connection with the replacement of such work. 3.3.5 providing services made necessary by the default of the Contractor, by major defects or deficiencies in the work of the Contractor, or by failme of performance of either the Owner or Contractor under the Contract for Construction. Page 3 of 9 S:\Engr s\Emp\FGPayn e\pdf fites\FnBGeneral Conditions PgA - F&N - 9 pr.doe Revised 5-30-02 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 par~y thereto. 3.3.8 Providing services in addition to those re~quired by Article 2 for p~paring 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 contrm'y, all s~:rvices 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 coropensation 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 3.4. l providing financial feasibility or other special studies. 3.4.2 Providing planning surveys, site evaluations or comparative studies ofprospeedve sites. 3.4.3 Providing special surveys, e~nviro~mentul studies and submissions required for approvals of governmental authorities or others having jurisdiction over the project. 3.4.4 Providing services relative to future facilities, systems aod equipment. 3.4.5 Providing services to investigate existing conditions or facilities or to make measured drawings thereof. 3.4.6 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 Ownea~s own forces and coordinaliou of services required in connection with construction performed and equipment supplied by the Owner. 3.4.8 Providing detailed quantity surveys or inventories of materinl, equipment and labor. 3.4.9 Providing analyses of operating and maintenance costs. 3.4.10 Making investigations, inventories of materinls 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 o~ratinn and maintenance and consultation during operation. 3.4.13 Providing interior design and similar services required for or in connection with the selection, procurement or installation of furniture, ftmaishings and related cquipmcnt. 3.4.14 Providing services other than as provided in Section 2.6.4, after issuance to the Owner of foe final Ceatifinate 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. 3.4.16 providing any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectaml practice. 3.4.1'7 preparing a set of repmducibla record drawings showing significant changes in the work made during constn~cfion based on marked-up prints, drawings and other data furnished by thc Contractor to the Design Professional. 3.4.18 Notwithsteoding anything containod in the Agreement, Proposal or these General Conditiuns to the contrary, ail services described in this Palinle 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 fac Agreement with no additional compensation above and beyond the compensation due the Design Professional for thc Basic Services. The intervening or concurrent negligence of the Owner shall not limit thc Design Professional's obligations under this Subsection 3.3.9. Page 4 of 9 S:\Engr s~Emp~FGPayno~pdf fileskFn l~General Conditions PSA - F&N - 9 pr.doc Revised 5-30-02 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 conslraints and criteria, including space requirements and relationships, flexibility, expendability, special equipment, systems and site requirements, as more specifically 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 Owflefs other costs and reasonable contingencies related to all of these costs. 4.3 ff requested by the Design Professin~al, the Owner shall furnish evidence that financial arrangements have been made to fulfill the Owners obligations under this Agreement. 4.4 The Owner shah designate a representative authorized to act on the Owners 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 ~pplicable, the Owner shall flauish surveys describing physical characteristics, legal limitations and mihty locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall inalmie, 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 eontoum of the site; locations, dimensions and neeessa~' 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. Ali the information on the survey shall be referenced to a project benelunark- 4.6 Where applicable, the Owner shall fi~ish the services of geotechnieal engineers when such services are requested by the Design Pmfessinnal. Such servines may include but are not limited to test borings, test pits, determinations of soil bearing values, pereolabon tests, evaluations of hazardous materials, ground corrosion and resistiC~ty tests, including necessmy operations for anticipating sub-soil conditions, with repom and appropriate professional reeommendefions. 4.6.1 The Owner shall fu.mish 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 sh~lI furnish stmctaral, mechanical, chemical, air and water pollution tests, tests of hazardous materials, and other laboratoxy and environmenlal tests, inspections and reports requhad by law or the Contract Documents. 4.8 The Owner shall furnish ail legal, accounting and insurance counseling services as may be necess~j at any time for the Project, including auditing services the Owner may require to verify the Contractors Applications for Payment or to ascertain how or for what purposes the Con tractor 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 fimfished at the Ownegs expense, and the Design Pmfessinnal shall be entitled to rely upon the accuracy and completeness thereof in the absence of any negligence on the par~ of the Design Professional. 4. I0 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 $ CONSTRUCTION COST S.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 fumlahed 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 contingencies shall be included for market conditions at the time of bidding and for changes in the work during construction. 5.1.3 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 responsbility of the Owner as provided in Article 4. Page 5 of 9 S:\Eng~s\EmpkFG Payneydf files~FnBGeneral Conditions PSA - F&N - 9 pr.doc RevisedS-30-02 5.2 RESPONSIBILITY FORCONSTRUCT1ON COST 5.2.1 Evaluations of the Owner's Project budgnt, praliminmy 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 iudustU. it is recognized, however, that neither the Design Professional nor the Owner has control over the cost of labor, materials or equipment, over the Con- tractor'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 Conslraetinn 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 furnishing, proposal or establishment of a Project budget, unless such fixed limit has been agreed upon in writing and signed by the parties thereto, ffsuch 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, equip- merit, component systems and types of construction are to be included in the Contract Doenments, to make reasonable adjustments in the scope of the Project and to include in the Contract Documents alternate bids to adjust the Constmclion 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 Constmclion. 5.2,3 ff the Procurement Phase has not commenced within 90 days after the Design Professional submits the Construction.DoCUments t~ the Owner, any Project budget or fixed limit of Constmclion Cost shall be adjusted t~ reflect changes in the general level of prices in the construction indusUy between the date of submission of the Construction Documents to the Owner and the date on which proposals are sought. ARTICLE 60WNERSI-IIP AND USE OF DOCUMENTS 6.1 The Drawings, Spealfications and other documents prepared by the Design Professional for this Project a~ instruments of the Design Professional's service and shall become thc property of the Owner upon termination or completion of the Agreement. The Design Professional is entided to retain copies of~fll 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 llabdity relating to thch' use in that projcct 6.2 Submission or distribution of documents to meet offi(ud regulatoiy requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of the Design Professional's reserve, d 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 00) days prior written notice to the Design Professional. All work and labor being performed under the Agreement shall cease immediately upon Design Professional's reealpt of such nmiee. Before the end of the fairty (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 temainafion 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 sadsfaetofily 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 so.does. 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 glx;mg 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 nonperformance and cause for termination. 7.5 ffthe Owner fails to make payment to Design Professional within thirty (30) days of receipt ora statement for ser~flces 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. Page 6 of 9 S:\En gr s\E4np~FGPayne~pdf filesWnBGener al Conditions PSA - F&N- 9 pr.doc Revised 5-30-02 ARTICLE 8 PAYMENTS TO THE DESIGN PROFESSIONAL 8.1 DIRECT PERSONNEL EXPENSE 8.1.1 Direct Pernanan~ Expense is defmed as the direct sa~mies ~f the Design Pmfessi~nal~s pers~nne~ engaged ~n the Pr~je~t and the p~i~~n ~fthe cost of their mnadato~ and customary contributions nad benefits related thereto, such as employment taxes and other statuto~ 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 thc 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 ofreprodacfinas (except the reproduction of thc sets of documents re fcmnced in Subsection 2.6.19), postage and handling of Drawings, Specifications and other documents. 8.2.1.3 ffauthorizedin advance by the Owner, expense of overtime work requirthg 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 computcr-aidad 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 SERV][CES 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 foflh in Section 2 of the Agreement and the schedule of work. 8.3.2 frond 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 poriod 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 me 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 prellminav] estimate of Construction Cost or detailed estimate of Comtmcfion Cost for such portions of the Project. 8.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES 8.4.l Payments on account of the Design Professional's Additional Services nad for Reimbumable 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~ 8.5 PAYMENTS WITHHELD No deductions shall be made from the Design Professional's compensation on account of penalty, liquidated damages or other sums winhhald 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 ACCOU~qrlNG RECORDS Design Professional shall make available to Owner or Owner's auttmrized representative records of Ralmbursable Expenses and expenses pemining to Additional Services and services performed on the basis of a multiple of Dkcct Personnel Expense for inspection and copying during regular business hours for three years after the date of the final Coaificate of Payment, or until nay litigation related to the Project is final, whichever date is later. ARTICLE 9 INDEMNITY 9.1 The Design Professional shall indemnify nad save and hold harmless the Owner and its officers, agents, and employees from and against any and all liability, claims, demnads, damages, losses, and expenses, including, hut not limited to com~ 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. Page 7 of 9 S:\Engrs\Emp~FG Payne\p df fileskFnBGeneral Conditions PSA - F&N - 9 pLdoc Revised 5-30-02 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 Coramissinn or any successor agency that has a rating with Best Rate Carriers of at least an A- or above: /0.1 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 Insurmace 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 statuto~ requirements, and Employers' Liability Insurance with limits of not less than $100,000 for each accident including occupational disease. 10.4 Professional Liability insurance with limits of not less than $1,000,000 annual aggregate. t0.5 The Design Professional shall f~rnish insurance certificates or insurance policies to the Owner evidencing insurance in complianc~ 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 Pmfessinnal shall, prior to the effective date of the change or cancellation, furnish Owner with substitute certificates of insurance meeting the requirements of fi-As Pa'ticle 10. ARTICLE 11 MISCELLANEOUS PROVISIONS ILl TheAgrcementshallbegnvemedbythelawsoftheStateofTexas. Venueofanysuitorcauseofacilonunder the Agreement shall lie exclusively in Denton County, Texas. 11.2 The Owner and Design Professional, respectively, bind themselves, their pothers, successors, assigns and legal ~epresentafives 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 o~r oral. The Agreement may be amended only by written instrument signed by both Owner and Design Professional. When interfering the Agreement the executed Agreement, Proposal, these General Conditions and the other a~chments referenced in Section 3 of the Agreement shall to the extent that is reasonably poss~le be read so as to hannoulze 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. The Proposal, including Scopo of Services 3. Attachments referenced in Section 3 of the Agreement other than the Proposal 4. These GenemiPmvisions 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 er Design Professional. 11.5 Upon receipt of prior written approval of Owner, the Design Professional shall have the fight to uicinda representations of the design of thc Project, including photographs oftha exterior and interior, among the Design Professional's promotional and professional materials. The Design Professional's materials shall not incinde the Owners confidential or proprietmy information if the Owner has previously advised the Design Professional in writing of tho specific information considered by the Owner to be confidential or proprialaty. The Owner shall provide professional credit for the Design Professional on thc construction sign and in the pmraetional materials for thc Project. 11.6 Approval by the Owner shall not constitute, nor be deemed a release of the responalbihty and liability of thc Design Professional, its employees, associates, agents, subcontractors, and sub-consultants for the accuracy and competency of their designs or other work; nor shall such approval bc Page 8 of 9 S:\Engr s\Emp~FG Pay ne~pdf files~Fnl~Generdi Conditions PSA - F&N - 9 pt.doc Revised 5-30-O2 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. IL7 All notices, communications, and repmts 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, ce~fied 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 witlfin three (3) days after mailing. l t.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 fi'om the remainder of the Agreement and shall not cause the remainder to be invalid or unenforceable2 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 ail federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered herannder 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. ll.il 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 9 of 9 S:XEn~s\EmpkFGPayne~pdf fi les\Fn I\G eneral Conditions PSA - F&N - 9 pt.dac ATTACHMENT CO EXHIBIT A SCOPE OF SERVICES AND RESPONSIBILITIES OF OWNER CLEAR CREEK INTERCEPTOR AND WATER REUSE LINE FOR THE CITY OF DENTON OCTOBER 15, 2002 GENERAL: The City of Denton Clear Creek Interceptor and Water Reuse Line Project (the Project) will include the following facilities: · Approximately 15,000 linear feet of 30 to 36-Inch Gravity Sewer Interceptor · Approximately 14,000 linear feet of 30 to 33-Inch Gravity Sewer Interceptor · Approximately 4,000 linear feet of 18 to 2 I-Inch Gravity Sewer Interceptor · Approximately 14,000 linear feet of 12-inch Water Reuse Line The Project will be designed and constructed as one construction contract. Ifa portion of the project is split into a separate construction project, then additional compensation will be allowed at a fee to be determined. ARTICLE I BASIC SERVICES: FNI shall render the following professional services in connection with the development of the Project: A. PRELIMINARY PHASE Upon execution of this AGREEMENT, FNI shall: 1. Consult with OWNER: (i) to review the scope of services, (2) to verify OWNER's requirements for the Project, and (3) to review available data. 2. Advise OWNER as to the necessity of OWNER's providing or obtaining data or services from others, and assist OWNER in connection with any such services. FNI will provide preliminary route selection maps with up to two altemate routes. The mapping shall include properties and topographic information. Review up to three (3) different flow rate projections for both alignments and size the interceptor for each flow rate. FNI will prepare flow rates, however the City will furnish projected population densities. After approval of the route and line size, FNI will proceed with the preliminary phase. FNI will proceed with the field route selection for the Clear Creek Interceptor and the Water Reuse Line. Based on the final route selection, FNI will revise the pipe profile and line sizing as required. FNI will study the hydraulics of the water reuse line and make recommendations regarding its size and pressure class. FNI will prepare opinions of probable construction cost and recommendations for the alternatives studied. FNI will meet with the OWNER to review and walk the route. Estimates of the cost of land and rights-of-way, compensation for or damages to properties and interest and financing charges will be provided by OWNER or others so designated by OWNER. In arriving at its opinion of probable construction cost for the Project, FNI will include the estimates furnished by OWNER and will have no responsibility to determine the accuracy or validity of these estimates. 5. Prepare preliminary design documents consisting of final design criteria, preliminary drawings and conceptual design information. H:\Clear Creek Intercepter\Con traet\Scqoe4.doc CO-1 OWNER H:\Clear Creek Interceptcr\Contract\Sccpe-4.doc ATTACHMENT CO 6. Based on the information contained in the preliminary design documents, submit a revised opinion of probable Project Costs. 7. Furnish five (5) copies of the above preliminary design documents and present and review them with OWNER. B. DESIGN PHASE: Upon approval of the preliminary design documents, FNI shall provide professional services in this phase as follows: 1. Prepare drawings, specifications, Construction Contract Documents, designs, and layouts of improvements to be constructed. Attend four meetings ~vith the OWNER to review the project 2. If specifically authorized in writing by the OWNER, FNI will provide special services, including environmental services, surveying services, geotechnical services, and miscellaneous special services as described hereaften FNI will advise OWNER of any other special services and the retention of special consultants. The cost of other special services shall be paid by OWNER and are not included in the services performed by FNI. 3. Furnish OWNER, when requested, the engineering data necessary for applications for routine permits requir6d by local, state and federal authorities. Preparation of applications and supporting documents for government grants or for planning advances is an Additional Service. 4. Submit drawings, specifications, and Construction Contract Documents to the applicable federal and state agency(s) for approval, where required, including permit applications for road crossings. 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. 7. Prepare bidder's proposal forms (project quantities) of the improvements to be constructed. 8. Furnish OWNER five (5) sets of copies of drawings, specifications, and bid proposals marked "Preliminary" for approval by OWNER. Upon final approval by OWNER, FNI will provide OWNER three (3) sets of copies of "Final" drawings and one set of reproducible drawings. FNI will furnish an electronic copy of the final bid drawings so that the OWNER may prepare record drawings after the construction phase. C. BID PHASE. Upon completion of the design services and approval of"Final" drawings and specifications by OWNER, FNI will proceed with the performance of services in this phase as follows: 1. Assist OWNER in securing bids. Issue a Notice to Bidders to prospective contractors and vendors listed in FNI=s database of prospective bidders, and to selected plan rooms. Provide a copy of the notice to bidders for OWNER to use in notifying construction news publications and publishing appropriate legal notice. The cost for publications shall be paid by OWNER. 2. Send one (1) copy of Bid Documents to TCEQ, if required. 3. Assist Owner by responding to questions and interpreting bid documents. Prepare addenda to the bid documents to forward to OWNER for distribution, if necessary. CO-2 OWNER ATTACHMENT CO CONSTRUCTION PHASE: Upon completion of the bid phase services, FNI will proceed with the performance of construction phase services as described below. FNI will endeavor to protect OWNER in providing these services however, it is understood that FNI does not guarantee the Contractor% performance, nor is FNI responsible for supervision of the Contractor's operation and employees. FNI shall not be responsible for the means, methods, techniques, sequences or procedures of construction selected by the Contractor, or any safety precautions and programs relating in any way to the condition of the premises, the work of the Contractor or any Subcontractor. FNI shall not be responsible for the acts or omissions of any person (except its own employees or agents) at the Project site or otherwise performing any of the work of the Project. These services are based on the use of EJCDC standard General Conditions for construction projects. The OWNER agrees to include provisions in the construction contract documents that will require the construction contractor to include FNI and their subconsultants on this project to be listed as an additional insured on contractor=s insurance policies. I. Attend a pre-construction conference. The Owner will conduct the meeting and prepare minutes. 2. Establish communication procedures with the OWNER and contracton All communications between FNI and the Contractor will be through the OWNER. 3. Review contractor's submittals, including, requests for information and shop drawings in accordance with the requirements of the construction contract documents for the projects. FNI will attend the pre-construction meeting and one final inspection visit. In addition, FNI will make two (2) visits to the site (as distinguished from the continuous services of a Resident Project Representahve) 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 Construction Contract Documents. In this effort FNI will endeavor to protect the OWNER against defects and deficiencies in the work of Contractors and will report any observed deficiencies to OWNER. Visits to the site in excess of the specified number are an additional service. Provide general recommendations to the OWNER for the work of testing laboratories and inspection bureaus required for the testing or inspection of materials, witnessed tests, factory testing, etc. for quality control of the Project. The cost of such quality control shall be paid by OWNER and is not included in the services to be performed by FNI. Interpret the drawings and specifications for OWNER and Contractor(s). Investigations, analyses, and studies requested by the Contractor(s) and approved by OWNER, for substitutions of equipment and/or materials or deviations from the drawings and specifications is an additional service. Investigations, analyses, studies or design for substitutions of equipment or materials, corrections of defective or deficient work of the contractor or other deviations from the construction contract documents requested by the contractor and approved by the Owner are an additional service. Substitutions of materials or equipment or design modifications requested by the OWNER are an additional service. H:\Clear Creek lnterceptcr\Contract\Scope-4.dec CO-3 FNI OWNER ATTACHMENT CO 8. Conduct, in company with OWNER's representative, one final review of the Project for conformance with the design concept of the Project and generaI compliance with the Construction Contract Documents. Visiting the site to review completed work in excess of one trip is an additional service. ARTICLE H SPECIAL SERVICES: SURVEYING: FNI will retain and monitor the efforts of a surveying firm (Gorrondona and Associates) to provide the following services: Provide deed research for the preparation of easement documents. (This task does not include title research) · Provide survey control along the pipeline route in a coordinate system approved by the Owner, and comlSatible with other pipeline projects. · Prepare metes and bounds easement descriptions for each private tract. A separate description will be prepared for both permanent and temporary easements. For budgeting purposes, a maximum of twelve tracts are estimated (24 Easement Documents). Payment for parcel descriptions shall be on a per parcel basis. If more than twelve parcels are required (24 Easement Documents), then additional compensation will be required, for not only the cost for easement preparation on a per each basis but also for the cost of additional field work. · Provide topographic survey for a 100-foot width along the pipeline routes for up to 33,000 linear feet. Topographic survey will not include individual tree surveys. · Provide survey ties to major utility lines, as located by the utility ovmers. GEOTECHNICAL ENGINEERING: FNI will provide a sub-consultant to perform drilling and laboratory testing. The scope and fee will be negotiated at a later time. ENVIRONMENTAL PERMITTING: FNI will provide office research and a field review of the pipeline route, to determine if any environmental permits are required. Based on this field review, FNI will prepare a memorandum to the OWNER, indicating the conclusions of the analysis and noting if any additional actions are required. It is anticipated that no environmental permit notifications will be needed for the project and the Project may be covered by Nationwide Permit No. 12. If environmental permit applications, in-depth environmental studies or archeological studies are required, then these activities would be an additional service. ARTICLE III ADDITIONAL SERVICES: Additioaal Services to be performed by FNI, if specifically authorized in writing by OWNER, which are not included in the above-described basic services, are described as follows: A. GIS mapping services or assistance with these services. B. Making revisions to drawings, specifications or other documents when such drawings are 1) consistent with approvals or instructions previously given by OWNER or 2) due to other causes not solely within FNI H:~Clear Creek lntercept{x\Coniract\Scope4.doc CO-4 OWNER G. I. K. L. M. N. O. ATTACHMENT CO the control of FNI. Providing consultation concerning the replacement of any Work damaged by fire or other cause during the construction, and providing services as may be required in connection with the replacement of such Work. Investigations involving 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 construction performed by OWNER. Providing shop, mill, field or laboratory inspection of materials and equipment. Observe factory tests of equipment at any site remote to the project or observing tests required as a result of equipment failing the initial test. Preparing Operation and Maintenance Manuals or conducting operator training. Furnishing the services of a Resident Project Representative to act as OWNER's on-site representative during the Construction Phase. Performing investigations, studies and analyses of substitutions of equipment and/or materials or deviations from the drawings and specifications. Except as indicated in Article II, Paragraph C, providing environmental support services including the design and implementation of ecological baseline studies; environmental monitoring; impact assessment and analyses; permitting assistance; preparation of a 404 permit application, including pre-construction notification for a Nationwide Permit, request for authorization under regional general permit or letter of permission procedure, or preparation of an individual permit application form, such as USACE ENG FORM 4345; preparation of applications for other permits that are identified by the study; detailed wetland delineation in accordance ~vith the USACE's 1987 Wetland Delineation Manual; archeological and historical properties investigations; consultation in writing, by telephone, or in person with the USACE or other regulatory agencies; surveying of water bodies by a Registered Public Land Surveyor; or preparation of a compensatory mitigation plan. Performing investigations, studies, and analysis of ~vork proposed by construction contractors to correct defective work. Design, contract modifications, studies or analysis required to comply with local, State, Federal or other regulatory agencies that become effective after the date of this agreement. Services required to resolve bid protests or to rebid the projects for any reason. Visits to the site in excess of the number of trips included in Article I for periodic site visits, coordination meetings, or contract completion activities. Any services required as a result of default of the contractor(s) or the failure, for any reason, of the contractor(s) to complete the work within the contract time. Providing services after the completion of the construction phase not specifically listed in Article I. H:\Clear Creek In tercepto-\ContraetXScope4,doc CO-5 OWNER R. S. T. U. ATTACHMENT CO Providing basic or additional services on an accelerated time schedule. The scope of this service include cost for overtime wages of employees and consultants, inefficiencies in work sequence and plotting or reproduction costs directly attributable to an accelerated time schedule directed by the OWNER. Providing services made necessary because of unforeseen, concealed or differing ~ite conditions or due to the presence of hazardous substances in any form. Providing services to review or evaluate construction contractor(s) claim(s), provided said claims are supported by causes not within the control of FNI. Providing value engineering studies or reviews of cost savings proposed by construction contractors after bids have been submitted. Provide follow-up professional services during Contractor=s warranty period. Provide a surge model for the water re-use pipeline. ARTICLE IV TIME OF COMPLETION: FNI is authorized to commence work on the Project upon execution of this AGREEMENT ahd agrees to complete the services in accordance with the following schedule: · Complete Preliminary Design Report and Route Selection by December 20, 2002. · Complete surveying and easement documents by May 19, 2003. · Complete design plans and specifications by July 21, 2003. The above schedule is based on a notice to proceed not later than November 6, 2002. If the notice to proceed is delayed, the schedule will be adjusted. IfFNI's services are delayed through no fault ofFNI, FNI shall be entitled to adjust contract schedule consistent with the number of days of delay. These delays may include but are not limited to delays in OWNER or regulatory reviews, delays on the flow of information to be provided to FNI, governmental approvals, etc. If these delays are excessive,- then FNI reserves the right to negotiate additional compensation for additional services related to the delay ARTICLE V RESPONSIBILITIES OF OWNER: OWNER shall perform the following in a timely manner so as not to delay the services of FNI: 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 instructions, receive information, interpret and define OWNER's policies and decisions with respect to FNI's services for the Project. Provide all criteria and full information as to OWNER's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility 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 specifications. Assist FNI by placing at FNrs disposal all available information pertinent to the Project including previous reports and any other data relative to design or construction of the Project. FNI H:\Clcar Creek Intercepta'\Con trac tKScape4.doc CO-6 OWNER__ ATTACHMENT CO Arrange for access to and make all provisions for FNI to enter upon public and private property as required for FNI to perform services under this AGREEMENT, including preparing and obtaining Right-of-Entries for engineering, surveying and geotechnical activities. Identify Landowners and provide contacts for coordination of field work. If conditions are muddy, the driller will delay drilling until conditions improve. Provide or pay for any towing required due to soft ground conditions impassable to four-wheel-drive and tracked equipment and any clearing or grading necessary for access. Repair or compensate property owners for any damage, including but not limited to crop damage, rots, and cracked slabs, caused by normal access and operation of exploration equipment. Examine all studies, reports, sketches, drawings, specifications, proposals and other documents presented by FNI, 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 FNI. 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. Provide title investigations and title insurance, if deemed necessary by the OWNER. Provide such accounting, independent cost estimating and insurance counseling services as maybe required for the Project~ such legal services as OWNER may require or FNI 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 furnishing and performing the work. Attend the pre-bid conference, bid opening, preconstruction conferences, construction progress and other job related meetings and substantial completion inspections and final payment inspections. Give prompt written notice to FNI whenever OWNER observes or otherwise becomes aware of any development that affects the scope or timing of FNI's services, or any defect or nonconformance of the work of any Contractor. The OWNER will attempt to give 48 hour written notice to the Design Professional if the OWNER becomes aware of any errors or omissions in the design work. Furnish, or direct FNI to provide, Additional Services as stipulated in Attachment SC, Article IH of this AGREEMENT or other services as required. Provide easement acquisition services. Bear all costs incident to compliance with the requirements of this Article V. Provide land use and population projections to allow master planning of the gravity interceptor. Provide flow criteria for the water re-use pipeline. The OWNER, or his consultant for the wastewater treatment plant, will provide design of surge control devices at the water re-use pump station. The Owner will reproduce the bid documents, distribute to bidders, suppliers, and plan rooms, distribute addenda, and maintain a log of planholders. The Owner will open, tabulate, analyze bids and recommend award of contracts. The Owner will prepare the construction contract for execution by the Contractor and Owner and will furnish copies of the contract documents to FNI, Owner, and Contractor. H:\Clear Creek lnterceptcr\Contract\Scope4.dec CO-7 FNI OWNER AT!rACHMENT CO The OWNER will provide an OWNER's representative during the construction phase. The representative will be the first point of contact with the Contractor. The representative will receive and distribute all submittals and maintain a submittal log. The Owner's representative will review and approve payment requests. The Owner's representative will prepare change orders and field orders. The Owner's representative will review all claims by the Contractor. The Owner's representative will prepare all punch- lists and follow-up inspections. The OWNER will prepare record drawings based on information furnished by the construction contractor. H:\Clear Creek [ntemeptcr\Contract\Scape-4.doc C0-8 FNI OWNER FEE PROPOSAL SUMMARY DENTON CLEAR CREEK INTERCEPTOR AND WATER REUSE LINE BASIC SERVICES - PRELIMINARY DESIGN = BASIC SERVICES - DESIGN PHASE = BASIC SERVICES - CONSTRUCTION PHASE = TOTAL BASIC SERVICES = SPECIAL SERVICES DESIGN SURVEY = SPECIAL SERVICES EASEMENT PREPARATION @ $880 PER DOCUMENT (12 PERMANENT AND 12 TEMPORARY) = SPECIAL SERVICES GEOTECH & DRILLER = SPECIAL SERVICES ENVIRONMENTAL REVIEW = TOTAL BASIC AND SPECIAL SERVICES $50.000 Lump Sum $160.000 Lump Sum $23.500 Lump Sum $233,500 Lump Sum $137,500 Cost Plus Not to Exceed $21.120 Cost Plus Not to Exceed $25,000 (Budget Amount -Scope and Fee to be determined after route selection) $14,000 Cost Plus Not to Exceed $431.120 LU < c ~oC=~o ~ ~ o× DENTON CLEAR CREEK INTERCEPTOR AND WATER REUSE LINE 2/4/2002 UNIT TOTAL ITEM DESCRIPTION QTY UNITS PRICE AMOUNT 1 30-INCH INTERCEPTOR 14000 LF $120.00 $1,680,000.00 2 18-INCH INTERCEPTOR 19000 LF $75.00 $1,425,000.00 3 i12-1NCH REUSE LINE 14000 LF $40.00 $560,000.00 4 BORE FOR 30-INCH PIPE 200 LF $480.00 $96,000.00 5 BORE FOR 18-INCH PIPE 100 LF $180.00 $18,000.00 6 BORE FOR 12-INCH PIPE 20¢ LF $120.00 $24,000.00 7 SS MANHOLES 4¢ EA $2,500.00 $100,000.00 8 12 INCH VALVES 2 EA $1,500.00 $3,000.00 ~c GATE/FENCING 20 EA $2,000.00 $40,000.00 1C TRENCH SAFETY 47000 LF $2.00 $94,000.00 1 BLOWOFFS EA $4,000.00 $4,000.00 12~AIR VALVES 4 EA $5,000.00 $20,000.00 13 MISCELLANEOUS LS $750,000.00 $750,000.00 TOTAL $4,814,000.00 * Miscellaneous items include appurtenances, creek crossings, restoration, etc. Plan Preparation DENTON CLEAR CREEK INTERCEPTOR AND WATER REUSE LINE Basic Services - Final Design Sheet KVV~N NCL FN No. Items and Tasks PM EIT DRAFT (hrs) (hrs) hrs) 1 Cover Sheet 1 2 z 2 _ocation Map and Index 1 2 2 3 Legend and General Notes 2 2 4 4 Reuse HGL Sheet 4 4 14 5 to 28 Interceptor P&P (24 Sheets) 96 192 314 29 to 38 Reuse P&P (10 Sheets) 40 80 120 39 Trench Details 4 8 10 40 to 43 Appurtenance Details 12 24 30 44 Pipe Gate and Sign Details 2 2 4 45 to 47 Bore and Casing Details (3 Sheets) 12 18 3(3 48 Miscellaneous Details 4 8 10' 49 Blocking Details 2 8 10 Total 180 350 550