2001-154ORDINANCE NO - 45
AN ORDINANCE OF THE CITY OF DENTON, TEXAS APPROVING AND
AUTHORIZING THE CITY MANAGER TO EXECUTE A FIRST AMENDED
PROFESSIONAL SERVICES AGREEMENT WITH FREESE AND NICHOLS, INC FOR
ENGINEERING SERVICES PERTAINING TO THE CONSTRUCTION PHASE AND POST-
CONSTRUCTION PHASE FOR THE CITY OF DENTON LAKE RAY ROBERTS WATER
TREATMENT PLANT, AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR,
AND PROVIDING AN EFFECTIVE DATE
WHEREAS, the City Council deems it in the public interest to continue to engage Freese
and Nichols, Inc, a Texas corporation ("F&N"), to provide professional engineering services to
the City pertaining to the construction phase and the post-construction phase for the City of
Denton Lake Ray Roberts Water Treatment Plant, and
WHEREAS, the City staff has reported to the City Council that there is a substantial need
for the above-described professional engineering services, and that limited City staff clearly
cannot adequately perform the 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 qualifications, and for a fair and reasonable price,
and
WHEREAS, the City Council has provided in its Capital Improvement Plans for the
appropriation of funds to be used for the purchase of the professional engineering services, as set
forth in the First Amended Professional Services Agreement, NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
SECTION 1 That the City Council approves, and the City Manager is hereby
authorized to execute a First Amended Professional Services Agreement with Freese and
Nichols, Inc , a Texas corporation, for professional engineering services pertaining to the
construction phase and the post-construction phase for the City of Denton Lake Ray Roberts
Water Treatment Plant, for an additional $987,090 00, in substantially the form of the First
Amended Professional Services Agreement attached hereto and incorporated herewith by
reference
SECTION 2 That the award of this First Amended Agreement by the City is on the
basis of the continued demonstrated competence, knowledge, and qualifications of F&N and the
continued ability of F&N to perform the services needed by the City for a fair and reasonable
price
SECTION 3 That the expenditure of funds as provided in the attached First Amended
Professional Services Agreement is hereby authorized
SECTION 4 That this ordinance shall become effective immediately upon its passage
and approval
PASSED AND APPROVED this the day of 2001
&j4ol+g,.6zt'
EULINE BROCK, MAYOR
ATTEST
JENNIFER WALTERS, CITY SECRETARY
B
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
By
V
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STATE OF TEXAS §
COUNTY OF DENTON §
FIRST AMENDED PROFESSIONAL SERVICES AGREEMENT
FOR ENGINEERING SERVICES PERTAINING TO
THE CONSTRUCTION PHASE AND POST-CONSTRUCTION PHASE FOR THE
CITY OF DENTON LAKE RAY ROBERTS WATER TREATMENT PLANT
THIS FIRST AMENDED AGREEMENT is made and entered into as of the /161day of
a'ayL , 2001, by and between the City of Denton, Texas, a Texas Municipal
Corporation, with its principal offices at 215 East McKinney Street, Denton, Texas 76201
(hereafter "OWNER") and Freese and Nichols, Inc , a Texas Corporation, with its offices at 4055
International Plaza, Suite 200, Fort Worth, Texas 76109 (hereafter "CONSULTANT"), the parties
acting herein, by and through their duly-authonzed representatives and officers
WHEREAS, OWNER and CONSULTANT entered into a certain "Professional Services
Agreement for Engineering Service Pertaining to the Preliminary Design Phase of the Lake Ray
Roberts Water Treatment Plant for the City of Denton, Texas" on the 2nd day of November, 1999,
and
WHEREAS, OWNER and CONSULTANT entered into a certain "Professional Services
Agreement for Engineering Services Pertaining to the Final Design of, the Preparation of
Construction Plans and Specifications for, and the Performance of Related Construction Phase
Services for the City of Denton Lake Ray Roberts Water Treatment Plant" on the 16" day of
November, which Agreement was approved by the City Council of the City of Denton, Texas on
the 16" day of May, 2000, by enacting Ordinance No 2000-174, and which agreement is referred
to as the "Agreement", and
WHEREAS, at this time the Project is ready for the next phase, and the OWNER and
CONSULTANT are ready to enter into a further "First Amended Professional Services Agreement
for Engineering Services Pertaining to the Construction Phase and Post-Construction Phase for the
City of Denton Lake Ray Roberts Treatment Plant", which agreement is referred to as the "First
Amended Agreement" hereafter, NOW, THEREFORE,
WITNESSETH, that in consideration of the mutual promises, covenants, agreements herein,
and in consideration of the premises, the parties hereto do mutually AGREE as follows
ARTICLE T
EMPLOYMENT OF CONSULTANT
The OWNER hereby contracts with CONSULTANT, as an independent contractor, and the
CONSULTANT hereby agrees to perform the services herein in connection with the Project as
stated in the Articles to follow, with diligence and in accordance with the professional standards
customarily obtained for such services in the State of Texas The professional services set forth
herein are in connection with the following described protect (the "Project")
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Professional engineering services pertaining to the Resident Representation of, the Post-
Construction Phase Services of, and Special Services During Construction of the 20 MGD City of
Denton, Lake Ray Roberts Water Treatment Plant
ARTICLE TT
SCOPE OF SERVICES
The CONSULTANT shall perform the following Basic Services in a professional manner
A To perform those professional services as set forth in the Scope of Services and Estimate of
Hours and Costs Construction Phase and Post-Construction Phase Services" February
2001 [as mochfied on March 30,20011, prepared by CONSULTANT for OWNER, which
document is attached hereto as Exhibit "A," and is incorporated herein by reference, which
document is comprised of, and subdivided into the following sections
1 Narrative on Scope and Assumptions,
2 Scope of Services, and
3 Cost Proposal
B If there is any conflict, or if any conflict arises between the terms of this First Amended
Agreement and Exhibit "A" attached to this Agreement, the terms and conditions of this First
Amended Agreement shall control over the terms and conditions of the Exhibit
ARTICLE TTT
ADDITIONAL SERVICES
Any additional services to be performed by the CONSULTANT, if authorized by the
OWNER, which are not included as Basic Services in the above-described Scope of Services, set
forth as provided by Article II above, shall be later agreed-upon by OWNER and CONSULTANT,
who shall determine, in writing, the scope of such additional services, the amount of compensation
for such additional services, and other essential terms pertaining to the provision of such additional
services by the CONSULTANT
ARTICLE TV
PERIOD OF SERVICE
This Agreement shall become effective upon execution by the OWNER and the
CONSULTANT and upon the issuance of a notice to proceed by the OWNER, and shall remain in
force and effect for the period that may reasonably be required for the completion of the Project,
including Additional Services, if any, and any required extensions approved by the OWNER This
First Amended Agreement may be sooner terminated in accordance with the provisions hereof
Tune is of the essence in this First Amended Agreement CONSULTANT shall make all
reasonable efforts to complete the services set forth herein as expeditiously as possible and to meet
the schedule reasonably established by the OWNER, acting through its City Manager, its Assistant
City Manager for Utilities, or his designee
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ARTTC'T.F V
COMPENSATION
A COMPENSATION TERMS
"Subcontract Expense" is defined as those expenses, if any, incurred by
CONSULTANT in the employment of others in outside firms, for services in the area
of professional engineering, or related services Any subcontractor or subconsultant
billing reasonably incurred by the CONSULTANT in connection with the Project shall
be invoiced to OWNER at the actual cost plus ten percent
2 "Direct Non-Labor Expense" is defined as that expense, based upon actual cost, for any
out-of-pocket expense reasonably incurred by the CONSULTANT in the performance
of this First Amended Agreement for long distance telephone charges, telecopy
charges, messenger services, printing and reproduction expenses, out-of-pocket
expenses for purchased computer time, prudently incurred travel expenses related to
the work on the Project, and similar incidental expenses incurred in connection with the
Project
B BILLING AND PAYMENT
For and in consideration of the professional services to be performed by the CONSULTANT
herem, the OWNER agrees to pay CONSULTANT, based upon the satisfactory completion
of the Basic Services tasks set forth in the Scope of Services as shown in Article II above, as
follows
1 CONSULTANT shall perform its work on this Project in accordance with the
provisions of those three (3) tasks which are described as "Task 2A- Construction Phase
($651,128), Task 3- Post-Construction Phase ($209,581), and Task 4A - Special Services
During Construction Phase ($126,381)" as set forth in "Section B - Scope of Services" of
Exhibit "A" as well as Exhibit "C" attached hereto and incorporated herewith by reference
CONSULTANT shall be paid for services rendered pursuant to the First Amended
Agreement on the basis set forth as follows Compensation shall be Cost tunes a Multiplier
with a ceiling basis for Tasks 2A and 4A Compensation shall be a lump sum for Task 3
Compensation shall be actual salary with an overall multiplier of 3 2 for in-office staff and
3 0 for the Resident Representative The fee ceiling is estimated using the composite
classification rates which are identified as year 2001 and 2002 in the Exhibit to the
Agreement Tasks 2A and 4A are based on the 2001 rate Task 3 is based upon the year
2002 rate CONSULTANT shall bill from time sheets, on a once-monthly basis, in mimmum
'/4 hour or smaller time increments, at the hourly rates or as otherwise provided OWNER
agrees to pay to CONSULTANT for its professional services performed, for its Subcontractor
Expense, and for its Direct Non-Labor out-of pocket expenses incurred in the Project, a total
aggregate amount of fees and expenses of $987,090
2 Partial payments to the CONSULTANT will be made monthly in accordance with the
statements reflecting the actual completion of the Basic Services, rendered to and approved
by the OWNER through its City Manager, or its Assistant City Manager for Utilities, or lus
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designee However, under no circumstances shall any monthly statement for services exceed
the value of the work performed at the time a statement is rendered The OWNER may
withhold the final ten (10%) percent of the above not-to-exceed amount until satisfactory
completion of the Project by the CONSULTANT
3 Nothing contained in this Article shall require the OWNER to pay for any work which
is unsatisfactory as reasonably determined by the City Manager, or the Assistant City
Manager for Utilities or his designee, or which is not submitted by CONSULTANT to the
OWNER in compliance with the terms of this First Amended Agreement The OWNER
shall not be required to make any payments to the CONSULTANT at any time when the
CONSULTANT is in default under this First Amended Agreement
4 It is specifically understood and agreed that the CONSULTANT shall not be
authorized to undertake any work pursuant to this First Amended Agreement wluch would
require additional payments by the OWNER for any charge, expense or reimbursement above
the not-to-exceed amount as stated heremabove, without first having obtained the prior
written authorization from the OWNER CONSULTANT shall not proceed to perform any
services to be later provided for under Article III "Additional Services" without first
obtaining prior written authorization from the OWNER
C ADDITIONAL SERVICES For additional services authorized in writing by the OWNER
in Article III heremabove, CONSULTANT shall be paid based on a to-be-agreed-upon
Schedule of Charges Payments for additional services shall be due and payable upon
submission by the CONSULTANT, and shall be in accordance with Article V B
heremabove Statements for Basic Services and any additional services shall be submitted to
OWNER no more frequently than once monthly
D PAYMENT If the OWNER fails to make payments due the CONSULTANT for
services and expenses within sixty (60) days after receipt of the CONSULTANT'S
undisputed statement thereof, the amounts due the CONSULTANT will be increased by the
rate of one percent (1%) per month from and after the said sixtieth (60th) day, and in
addition, thereafter, the CONSULTANT may, after giving ten (10) days written notice to the
OWNER, suspend services under this Agreement until the CONSULTANT has been paid in
full for all amounts then due and owing, and not disputed by OWNER, for services, expenses
and charges Provided, however, nothing herein shall require the OWNER to pay the late
charge of one percent (11/o) per month as set forth herein, if the OWNER reasonably
determines that the CONSULTANT's work is unsatisfactory, in accordance with Article V
B of this Agreement, and OWNER has notified CONSULTANT of that fact in writing
ARTICLE VT
OBSERVATION AND REVIEW OF THE WORK
The CONSULTANT will exercise reasonable care and due diligence in discovering and
promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT
or any of its subcontractors or subconsultants
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ARTICLE VTT
OWNERSHIP OF DOCUMENTS
All documents prepared or farrushed by the CONSULTANT (and CONSULTANT's
subcontractors or subconsultants) pursuant to this First Amended Agreement are instruments of
service and shall become the property of the OWNER upon the termination of this First Amended
Agreement The CONSULTANT is entitled to retain copies of all such documents The
documents prepared and furnished by the CONSULTANT are intended only to be applicable to this
Project and OWNER'S use of these documents in other projects shall be at OWNER'S sole risk and
expense In the event the OWNER uses the First Amended Agreement in another project or for
other purposes than specified herein any of the information or materials developed pursuant to this
First Amended Agreement, CONSULTANT is released from any and all liability relating to their
use in that project
ARTTCLE VTTT
INDEPENDENT CONTRACTOR
CONSULTANT shall provide services to OWNER as an independent contractor, not as an
employee of the OWNER CONSULTANT shall not have or claim any right ansmg from
employee status
ARTICLE TX
INDEMNITY AGREEMENT
The CONSULTANT shall indemnify and save and hold harmless the OWNER and its
officials, officers, agents, attorneys 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, or property damage, resulting from the negligent acts or omissions of the
CONSULTANT or its officers, shareholders, agents, subcontractors, subconsultants, attorneys,
and/or employees in the execution, operation, or performance of this First Amended Agreement
Nothing in this First Amended Agreement shall be construed to create a liability to any
person who is not a party to this First Amended Agreement and nothing herein shall waive any of
the party's defenses, both at law or equity, to any claim, cause of action or litigation filed by anyone
not a party to this First Amended Agreement, including the defense of governmental immunity,
which defenses are hereby expressly reserved
ARTTCI R X
INSURANCE
During the performance of the Services under this First Amended Agreement,
CONSULTANT shall maintain the following insurance with an insurance company licensed to do
business in the State of Texas by the State Insurance Board or any successor agency, that has a
rating with A M Best Rate Carvers of at least an "A-" or above
A Comprehensive General Liability Insurance with bodily injury limits of not less than
$1,000,000 for each occurrence and not less than $1,000,000 in the aggregate, and with
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property damage limits of not less than $100,000 for each occurrence and not less than
$100,000 in the aggregate
B 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 for not
less than $100,000 for each accident
C Worker's Compensation Insurance in accordance with statutory requirements and Employer's
Liability Insurance with limits of not less than $100,000 for each accident
D Professional Liability Insurance with limits of not less than $2,000,000 annual aggregate
E CONSULTANT shall famish insurance certificates or insurance policies to the OWNER to
evidence such insurance coverage The insurance policies shall name the OWNER as an
additional insured on all such policies to the extent that is legally possible, and shall contain a
provision that such insurance shall not be cancelled or modified without at least thirty (30)
days prior written notice to OWNER and CONSULTANT In such event, the
CONSULTANT shall, prior to the effective date of the change or cancellation of coverage,
deliver copies of any such substitute policies, furnishing at least the same policy limits and
coverage, to OWNER
AR TICI R XT
ARBITRATION AND ALTERNATE DISPUTE RESOLUTION
The parties may agree to settle any disputes under this First Amended Agreement by
submitting the dispute to arbitration or other means of alternate dispute resolution such as
mediation No arbitration or alternate dispute resolution ansmg out of or relating to, this First
Amended Agreement involving one party's disagreement may include the other party to the
disagreement without the other's approval
ARTICLE XII
TERMINATION OF AGREEMENT
A Notwithstanding any other provision of this First Amended Agreement, either party may
terminate this First Amended Agreement by providing thirty- (30) days advance written
notice to the other party
B Tlus First Amended Agreement may alternatively be terminated in whole or in part in the
event of either party substantially failing to fulfill its obligations under this First Amended
Agreement No such termination will be effected unless the other party is given (1) written
notice (delivered by certified mail, return receipt requested) of intent to terminate and setting
forth the reasons specifying the nonperformance or other reason(s), and not less than thirty
(30) calendar days to cure the failure, and (2) an opportunity for consultation with the
terminating party prior to termination
C If this First Amended Agreement is terminated prior to completion of the services to be
provided hereunder, CONSULTANT shall immediately cease all services upon receipt of the
written notice of termination from OWNER, and shall render a final bill for services to the
SburODUmenuMUM1wcuWlUTeeu6NkMl~PUrt MaJW PBA L WTPtl Page 6 of 11
OWNER within twenty (20) days after the date of termination The OWNER shall pay
CONSULTANT for all services properly rendered and satisfactorily performed, and for
reimbursable expenses prior to notice of termination being received by CONSULTANT, in
accordance with Article V of this First Amended Agreement Should the OWNER
subsequently contract with a new consultant for the continuation of services on the Project,
CONSULTANT shall cooperate in providing information to the OWNER and to the new
consultant If applicable, OWNER shall allow CONSULTANT a reasonable time to
transition and to turn over the Project to a new consultant CONSULTANT shall turn over
all documents prepared or firm shed by CONSULTANT pursuant to this First Amended
Agreement to the OWNER on or before the date of termination, but may maintain copies of
such documents for its files
ARTICLE XTTT
RESPONSIBILITY FOR CLAIMS AND LIABILITIES
Approval of the work by the OWNER shall not constitute, nor be deemed a release of the
responsibility and liability of the CONSULTANT, its officers, employees, agents, subcontractors,
and subconsultants for the accuracy and competency of their designs or other work performed
pursuant to this First Amended Agreement, nor shall such approval by the OWNER be deemed as
an assumption of such responsibility by the OWNER for any defect in the design or other work
prepared by the CONSULTANT, its principals, officers, employees, agents, subcontractors, and
subconsultants
ARTTCI R XTV
NOTICES
All notices, communications, and reports required or pemutted under tlus First Amended
Agreement shall be personally delivered to, or telecopied to, or mailed to the respective parties by
depositing same in the United States mail at the addresses shown below, postage prepaid, certified
mail, return receipt requested, unless otherwise specified herem
To CONSULTANT
Freese and Nichols, Inc
Robert Pence, Senior Vice-President
4055 International Plaza, Suite 200
Fort Worth, Texas 76109
Fax (817) 735-7491
To OWNER
City of Denton, Texas
City Manager
215 East McKinney
Denton, Texas 76201
Fax (940) 349-8596
All notices given under this First Amended Agreement shall be effective upon their actual
receipt by the party to whom such notice is given
ARTTCTE XV
ENTIRE AGREEMENT
This First Amended Agreement consisting of eleven (11) pages and one (1) Exhibit
constitutes the complete and final expression of the agreement of the parties and is intended as a
complete and exclusive statement of the terms of their agreements, and supersedes all prior
contemporaneous offers, promises, representations, negotiations, discussions, communications,
S\Nr 0o[ummYMgol[[WWIMMe 6 NWhol[ P AIn WPBA LMWTPA Page 7 of 11
understandings, and agreements which may have been made in connection with the subject matter
of this First Amended Agreement
ARTTCTE XVT
SEVERABILITY
If any provision of this First Amended 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 this First Amended Agreement, and shall not cause the remainder to be invalid or
unenforceable In such event, the parties shall reform this First Amended Agreement, to the extent
reasonably possible, to replace such stricken provision with a valid and enforceable provision
which comes as close as possible to expressing the original intentions of the parties respecting any
such stricken provision
ARTICLE XVTT
COMPLIANCE WITH LAWS
The CONSULTANT shall comply with all federal, state, local laws, rules, regulations, and
ordinances applicable to the work performed by CONSULTANT hereunder, as they may now read
or as they may hereafter be amended
ARTTCLE XVTTT
DISCRIMINATION PROHIBITED
In performing the services required hereunder, the CONSULTANT shall not discriminate
against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or
physical handicap
ARTTCT E XTX
PERSONNEL
A CONSULTANT represents that it has or will secure at its own expense all personnel required
to perform all the services required under this First Amended Agreement Such personnel
shall not be employees or officers of, nor have any contractual relations with the OWNER
CONSULTANT shall immediately inform the OWNER in writing of any conflict of interest
or potential conflict of interest that CONSULTANT may discover, or which may anse during
the term of this First Amended Agreement
B All services required hereunder will be performed by CONSULTANT or under its direct
supervision All personnel engaged in performing the work provided for in this First
Amended Agreement, shall be qualified, and shall be authorized and permitted under state
and local laws to perform such services
ARTTCLE XX
ASSIGNABILITY
The CONSULTANT shall not assign any interest in this First Amended Agreement and shall
not transfer any interest in this First Amended Agreement (whether by assignment, novation or
9W.000wnenu~COw,cY~01\PfLpIC A NICMI, Pim Mm WPM LUWTPG Page 8 of 11
otherwise) without the prior written consent of the OWNER CONSULTANT shall promptly
notify OWNER in writing of any change of its name as well as of any significant change in its
corporate structure or in its operations
ARTICLE XXT
MODIFICATION
No waiver or modification of this First Amended Agreement or of any covenant, condition,
limitation herein contained shall be valid unless in writing and duly executed by the party to be
charged therewith No evidence of any waiver or modification shall be offered or received in
evidence in any proceeding ansing between the parties hereto ansmg out of, or affecting this First
Amended I Agreement, or the rights or obligations of the parties hereunder, unless such waiver or
modification is in writing, duly executed The parties further agree that the provisions of tlus
Article will not be waived unless as herem set forth
ARTICLE XXTT
EFFECT OF AMENDMENT
Except as specifically provided for by the First Amended Agreement, that all of the terms,
covenants, conditions, agreements, rights, responsibilities, and obligations of the parties set forth in
the previous Agreement, dated May 16, 2000, shall remain in full force and effect
ARTTCT.F. XXTTT
MISCELLANEOUS
A The following exhibit is attached to, incorporated herewith by reference, and is made a part of
this, First Amended Agreement for all purposes pertinent
Exhibit "A!'- "Scope of Services and Estimate of Hours and Cost - Construction Phase and
Post-Construction Phase Services" February 2001 [as modified on March 30, 2001]
B CONSULTANT agrees that OWNER shall, until the expiration of four (4) years after the
final payment made by OWNER under tlus First Amended Agreement, have access to and
the right to examme any directly pertinent books, documents, papers and records of the
CONSULTANT involving transactions relating to this First Amended Agreement
CONSULTANT agrees that OWNER shall have access during normal working hours to all
necessary CONSULTANT facilities and shall be provided adequate and appropriate working
space in order to conduct examinations or audits in compliance with this Article OWNER
shall give CONSULTANT reasonable advance notice of all intended examinations or audits
C VeXime of any suit or cause of action under this First Amended Agreement shall he
exclusively in Denton County, Texas This First Amended Agreement shall be governed by
and construed in accordance with the laws of the State of Texas
D For purposes of this First Amended Agreement, the parties agree that the Project Manager
shall be Ray Longoria, Principal, P E, and the key persons who will perform most of the
work as the Project Team, mcluding the Resident Representative, Steve Wilson, under, and in
accordance with this First Amended Agreement, shall be as specifically identified and set
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forth in "Scope of Services and Estimate of Hours and Cost" document attached hereto as
Exhibit "A' This First Amended Agreement has been entered into with the understanding,
expectation, and the OWNER's reliance, that the above-stated employees of CONSULTANT
shall perform all or a significant portion of the work on the Project Any proposed changes
regarding the change of the Project Manager or other key personnel, requested by
CONSULTANT, respecting one or more of the above-stated employees, shall be subject to
the approval of the OWNER, which approval the OWNER shall not unreasonably withhold
Nothing herein shall limit CONSULTANT from using other qualified and competent
members of its firm to perform the other incidental services required herein, under its
supervision or control
E CONSULTANT shall commence, carry on, and complete its work on the Project with all
applicable dispatch, and in a sound, economical, efficient manner, and in accordance with the
provisions hereof In accomplishing the Project, CONSULTANT shall take such steps as are
appropriate to ensure that the work involved is properly coordinated with any related work
being earned on by the OWNER
F The OWNER shall assist the CONSULTANT by placing at the CONSULTANT's disposal
all available information pertinent to the Project, including previous reports, any other data
relative to the Project and arranging for the access to, and make all provisions for the
CONSULTANT to enter in or upon, public and private property as required for the
CONSULTANT to perform professional services under this First Amended Agreement
OWNER and CONSULTANT agree that CONSULTANT is entitled to rely upon
information furnished to it by OWNER without the need for further inquiry or investigation
into such information
G The captions of this First Amended Agreement are for informational purposes only and shall
not in any way affect the substantive terms or conditions of this First Amended Agreement
IN WITNESS WHEREOF, the OWNER, the City of Denton, Texas has executed this First
Amended Agreement in four (4) original counterparts, by and through its duly-authonzed City
Manager, and CONSULTANT has executed this First Amended Agr ement by and through its
duly-authonzed undersigned officer on this the _L7 -it day ofpf
2001
"OWNER"
CITY OF DENTON, TEXAS
By !kVANk
HOWARD MARTIN,
I
ACTING CITY MANAGER
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ATTEST
JENNIFER WALTERS, CITY SECRETARY
By
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
By
"CONSULTANT"
FREESE AND NICHOLS, INC
A Te
By
ATTEST
By 'yr
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Page 11 of 11
Scope of Services and Estimate of Hours
and Cost
February 2001
Construction
Phase and Post-
ol
Construction
rim
FIREESE - NICHOLS
Montgomery Watson America
Process Applications Incorporated
Isbell Structural Engineers
Prime; Subconsultants.
TABLE OF CONTENTS
A Narrative on Scope and Assumptions
B Scope of Services
C Cost Proposal
L
Simon W Freese P E 1900 1990
Marvin C Nichols P E 1896 1969
FREESE -~NICHOLS
CITY OF DENTON
LAKE RAY ROBERTS
SURFACE WATER TREATMENT PLANT
Memorandum
TO Tim Fisher, P E
FROM Raymond Longoria, P E
SUBJECT Project and Cost Assumptions
Construction Phase, and Post-Construction Phase Services
OFF00050/DT63/1 10
DATE March 30, 2001
The Scope of Services and Estimate of Hours and Costs for the Construction Phase (Task 2A), Post-
Construction Phase (Task 3) and Special Services during Construction Phase (Task 4A) for the Lake
Ray Roberts Surface Water Treatment Plant are attached The Scope and Fee are based on the
following assumptions
SCOPE OF SERVICES The following relate to assumptions on the project scope and tasks
► Construction period of 24 months (21months to substantial completion & 3 months to final)
► Raw Water Transmission Line, Finished Water Transmission line and underground power to
the Raw Water Pump Station by Others is to be completed prior to substantial completion
date of SWTP
■ Single General Construction contract covering Raw Water Pump Station, Water Treatment
Plant, and High Service Pump Station
► Full-time FNI Resident Representative for 24 months (21 months at 208 hrs/month`, and 3
months at 80 hrs/month)
► FNJ to provide specialty observation during construction for 8 months
► DWU is to provide one full time FTE for 24 months
► DWU is to provide on-site clerical support for 24 months
► General Contractor to provide and furnish Field Office facilities for FNI and DWU personnel
► FNI to provide O&M Manual (conventional and multimedia)
► FNI is to provide Construction Material Testing Services to support construction phase
services via sub-contract with Isbell Engineering and Testing
1 Equivalent to 48 hours/week
► FNI is to provide ozone facilities operator training, start-up assistance, and ozone
optimization via sub-contract arrangement with Process Application Inc
► DWU is to arrange for SCADA system configuration services via contract arrangement with
MWA
► FNI to provide warranty follow-up assistance after completion of construction phase
► FNI to conduct CT testing at the intermediate ozone contactor per TNRCC guidelines
► FNI is to Develop Risk Management Program for the site
CONTRACT AND FEE The following relate to assumptions on the contract document and
development of the costs
► Contract will be handled as an amendment to the existing City of Denton A/E
professional services agreement
► Compensation will be Cost times a Multiplier with a ceiling basis for Tasks 2A and 4A,
and a lump sum basis for Task 3, with the exception of Warranty Follow-up which is to
be Cost times a Multiplier with a ceiling basis
► The billing rates used will be actual salary with an overall multiplier of 3 2 for in-office staff
and 3 0 for the Resident Representative
► The fee ceiling is estimated using the composite classification rates which are identified as
year 2001 and 2002 in the current contract All construction phase services are based on year
2001 rate All post-construction phase services are base on year 2002 rate The Special
Services also assumes the year 2001 rate
► A 10% markup is applied on all subconsultants and other direct costs (ODC's) that do not
have an established rate
► Resident Representative will reside near lob site through substantial completion
► Living allowance of $850/month and lease/use of company vehicle at $400/month is
included If circumstances require greater travel and travel costs for the Resident
Representative than covered by the allowance, consideration will be given to compensate
FNI for those costs
► Specialty Observation staff will travel daily from Fort Worth to project site
► Travel to project location is assumed to be two hours per day RT
► Travel allowance of $500/month is included for Specialty Observation
► Project Administration for the construction phase is already included in the General
Representation None is included for Task 2A PA for post-construction phase and special
services are included in the individual sub-tasks
- END -
S \Our Docummts\Comspondence\Memos\01\Lake Ray Roberts Treatment Plant-Memorandum-F&N doe
[OFF00050]T \LRRWTP_CONSTR_SCOPE\PROJECT_COST_ASSUMPTIONS_MEMORANDUM DOC
B SCOPE OF SERVICES
Owner City of Denton Water Utilities
Project Lake Ray Roberts 20 mgd Surface Water Treatment Plant
Construction and Post-Construction Phase Scope of Services
This scope of services includes the construction phase and post-construction phase engineering
services related to the LRRWTP Project, as defined by the improvements designed by Freese and
Nichols, Inc and contained in the following documents
Lake Ray Roberts Water Treatment Plant -Final Plans, Specifications and Contract
Documents (February, 2001)
The LRRWTP Project includes a 20-mgd Lake Ray Roberts Raw Water Pump Station, a 20-mgd
Ozone Water Treatment Plant, a 60-mgd High Service Pump Station and 6 MG of Storage The
overall opinion of probable construction cost for the Project is estimated to range from $34 - 36
million dollars
The specific elements of the Construction Phase and Post-Construction Phase portions of the Project
include
Task 2A Resident Representation
Task 3 Post Construction Phase Services
Task 4A - Special Services During Construction
These scope of services tasks complement and complete the tasks presently authorized for the
LRRWTP Project which include
Task 1 - Final Design (Authorized 16AMY2000)
Task 2 - Construction Phase Services (Authorized 16MAY2000)
L Task 4 - Special Services during Design Phase (Authorized 16MAY2000)
i The detailed scope of services for the Construction Phase and Post-Construction Phase of the
LRRWTP Project is set forth below
L
Construction Phase Scope of Services LRRWTP
February 16, 2001
Task 2A - Resident Representation
Freese and Nichols, Inc will provide a permanent, full time Resident Representative at the site for 24
months (average of 48 hours per week through month 21, average of 80 hours per month from month
21 to 24), supplemented by Freese and Nichols, Inc staff providing Specialty Observation services
for an aggregate total period of 8 months (40 hours per week) City of Denton will provide a full
time FTE and field clerkfor the duration of the LRRWTP Project
In providing the resident representative and specialty observation services Freese and Nichols will
observe the work in progress to determine if the completed work will comply in general with the
contract documents, assist with field administration of the construction contracts and endeavor to
determine that the quality control programs of the contractors are producing acceptable results
Freese and Nichols will not have control or charge of and will not be responsible for construction
f means, methods, techniques, sequences or procedures, or for safety precautions and programs in
connection with the work, for the acts or omissions of the contractor, subcontractors or any other
persons performing any of the work, or for the failure of any of them to carry out the work in
accordance with the construction contract documents
The duties, responsibilities, and limitations of authority of the resident representative will be as
described in the Exhibit C Attachment, which will be added to the Agreement between Freese and
Nichols, Inc and the City of Denton, dated May 16, 2000 Typical services of the Resident
Representative will include
a Attend pre-bid and pre-construction conferences with the Owner and
F Contractor(s) Establish communication procedures with Owner and
' construction Contractor
b Provide the services of a full time on-site semor resident project
representative located at the LRRWTP site The resident representative will
provide construction administration services for the project, and will
coordinate the activities of all other inspectors provided by the Owner for the
L purposes of observing the work on the pump station, pipeline, and WTP
project The resident representative will observe the progress of the work,
monitor compliance with the schedules and requirements of the contract
documents and help resolve any conflicts needing attention The resident
representative will also serve as the coordination and contact point for all
communications between the Contractor and the Owner for the project
c Submit monthly reports of construction progress Reports will describe
L construction progress in general terms and summarized project costs, cash
Construction Phase Scope of Services LRRWTP 2
February 16, 2001
F-
flow, constriction schedule and pending and approved contract modifications
d Maintain a document control system designed to track the processing of
contractor's submittals and provide for filing and retrieval of project
documentation Produce monthly reports indicating the status of all
submittals in the review process Review contractor's submittals, including
Requests for Information, modification requests, shop drawings, schedules,
and other submittals in accordance with the requirements of the construction
contract documents for the projects Monitor the progress of the contractor
and Engineer in sending and processing submittals to see that documentation
is being processed in accordance with schedules
e Review contractors' application for payment and recommend payment in
accordance with the procedures in the construction contract documents
f Establish and maintain a project documentation system consistent with the
requirements of the construction contract documents, including daily
construction reports and tracking corrections to defective work
g Provide a full time on-site representative as resident representative Provide
documentation of observations made while at the site Additional full time
on-site inspectors and inspectors for areas requiring specialized technical
expertise will be make available on an as needed basis within the scope of
this contract
h Conduct weekly construction coordination meetings with the Contractor and
submit weekly construction progress reports to the Owner
1 Establish and administer quality assurance procedures in accordance with the
construction contract documents Notify contractors of non-conforming work
observed Take action to initiate corrective procedures for defective work,
coordinate special materials tests and performance tests needed to obtain a
quality project
L
j Review quality related documents provided by the contractor such as test
reports, equipment installation report or other documentation as required by
the construction contract documents
k Establish procedures for admimstenng constructive changes to the
construction contracts Process contract modifications and negotiate with the
contractor on behalf of the Owner to determine the cost and time impacts of
these changes Prepare change/field order documentation for approved
Construction Phase Scope of Services LRRWTP 3
February 16, 2001
It
changes for execution by the Owner
Routinely examine the contractor's "as-built" drawings to determine that
information appears to be recorded in an accurate and timely manner by the
contractor as required in the construction contract documents Se that these
drawings are provided to the Design Consultant at the completion of the
project so they can revise the original construction drawings in accordance
with the information furnished by the construction contractor to reflect
changes made in the project during construction
in Assist in project completion activities at the conclusion of construction
Observe completed construction for general conformance with the design
concept and prepare a list of deficiencies to be corrected by the contractor
before recommendation of final payment At substantial completion of the
pump station and pipeline projects and completion of the lists of
deficiencies, the on-site resident representative will leave the project site
Additional time on the project, if required, would be considered an
additional service
Task 3 - Post Construction Services
Post construction phase services that will be provided as a special service by FNI, if authorized by
Owner, are described as follows
3 1 Operations and Maintenance Manual
The Engineer will prepare a draft operation and maintenance manual for the LRRWTP Project
Specific services to be performed by the Engineer will be to prepare the manual in the format that
follows
Prepare and submit to Owner for review a draft of the facility Operations and Maintenance manual,
which will include a description of the facilities and recommendations for operation The following
topics will be included
L 1 Introduction Brief statement of manual purpose, description of unit processes and flow
path, summary of permits and standards, which must be met, table of design criteria
r
t 2 Operations Considerations Discussion of operation theory, control variables, process
control and process efficiency for the treatment facilities
3 Facilities Description Operation and Control of Facilities Discussion of the operation
and purpose for each unit treatment process
L
Construction Phase Scope of Services LRRWTP 4
1 February 16, 2001
r
4 Description and Operation of the Non-Process Facilities Discussion of non-process
systems, including the Administration/Operations Building, the Maintenance area and the
slurry trench dewatering system
5 Utilities Descriptions and operational considerations for site utilities, including potable
water, basin drain system, domestic wastewater septic tank system, and other systems
6 Electncal System Detailed description of the electrical system from the main substation
to the facility's individual motor control centers
7 Maintenance Nameplate data for each mayor piece of equipment, list of the
manufacturer's recommended spare parts, and schedule of equipment manufacturer's
preventative maintenance activities
8 Appendices A glossary of treatment terms and abbreviations used pertinent to this
facility
Deliverables 5 copies of draft O&M Manual
S copies offinal O&M Manual
Engineer will produce and deliver the final O&M Manual for the LRRWTP Project in electronic
format
The O&M Manual will include all of the elements described in paragraph 3 la The
electronic 0&M Manual will feature text, photographs, CAD drawings, and an image library
Operating in a Microsoft Windows NT environment, the system will provide access to all
0&M Manual data
L
e
L
This specifically includes computerization of 0&M Manual text, approximately 300 CAD
drawings, 50 process schematics, 200 related photographs, and creation of an image database
with up to 2,000 letter-sized image pages The information will be produced electronically to
create a multimedia document complete with hyperlinks, photographs, and CAD and scanned
image viewing capability Concurrent with the production of the O&M Manual in electronic
format, initial and final draft/demonstrations will be delivered to the Owner for review and
comment Along with delivery of the final draft 0&M Manual, two (2) days of training will
be provided to familiarize plant staff in use and maintenance of the electronic O&M Manual
No hardware will be supplied as part of the Project Minimum computer operating
requirements for the software to be supplied are
Manufacturer Dell, Compaq, Gateway
CPU Pentium 111 500 mhz or better
Hard Drive 8 4 gigabyte
Construction Phase Scope of Services LRRWTP 5
February 16, 2001
RAMfVideoRAM
Graphics
Monitor
Optical Disk
Software
Sound and Video Cards (optional)
128 megabytes (RAM)/ 16 megabytes
(video)
32 bit
21-inch Super VGA
16X CDROM (SCSI Compatible)
Microsoft Windows NT or 2000
Soundblaster 16 0 (or equal)
Included with the electronic 0&M Manual will be the software necessary to view and
maintain the manual (FN will provide all of the software necessary to use the electronic
O&M manual)
r-
32
Startup and Personnel Training
Water Treatment Plant Units and Process
a Consult with Owner on training needs for pre-startup operation and prepare a
schedule Coordinate and arrange with the mayor equipment providers for the training It is
anticipated that pre-startup training will be conducted over four (4) one-week periods
involving a total of 64 hours of classroom work
b Provide 40 hours of onsite operation consultation, including a total of 6 trips to the
site to consult on starting and optimizing pumping, chemical, treatment and other process
controls Assist in establishing operating procedures for individual unit processes and for
overall operation of the LRRWTP
c Provide 40 hours of office consulting concerning the modification of items relating to
the operations Advise Owner regarding modification of operations
Ozone Start-up Training
4
Freese and Nichols, Inc via services provided by Process Applications, Inc will facilitate
and coordinate ozone-process training through three workshop-training events as described
below Each of the three training workshops will be 8-hr in length and will be presented in
intervals of approximately four to six weeks Ozone System Operational Guidelines will be
developed with applicable input by the plant staff Copes will be provided in printed form
and electronic format The first training session will be scheduled about six to eight months
prior to completion of construction to allow time for manufacturer's equipment training just
prior to system startup
i Startup Training Workshop No I
L
e
Topics to be included are review of information regarding safety and
Construction Phase Scope of Services LRRWTP
February 16, 2001
6
I
application of ozone and ozone equipment design and operating criteria
Training workshops will involve safety procedures and wquipment selection
criteria guidelines
ii Startup Training Workshop No 2
Topics will include ozone contractor and off-gas process operation and
determination of ozone disinfection inactivation credit Training workshops
will cover off-gas system startup procedure, calculation of ozone disinfection
credit and ozone system computer simulation The spreadsheet simulation
model will be provided to the City of Denton WTP staff and training on use
of simulator will be included
ill Startup Training Workshop No
Discussion topics will include liquid oxygen (LOX) and ozone generator
operation and calibration of ozone residual analyzers Training workshops
will include calibration of residual monitors, calculation of ozone parameters,
generator and contractor switching and total ozone system startup, ozone
system monitoring, contactor draining/inspection/filling, and review of key
startup procedures
Ozone Optimization
f Follow-up technical assistance and training directed towards optimizing performance and
L operation of the ozone system will provide following startup Follow-up technical
consultation will consist of three site-visits plus phone consultation over a period of twelve
months after startup A spreadsheet-based ozone data monitoring program will be developed
for use by staff in assessment of long-term performance trends for purposes of achieving
t optimized ozone system performance Training will be provided on the monitoring program
during Construction Training Workshop No 3 and will be utilized during the first-year to
assist staff in development of an optimized ozone system
L
3 3 Warranty Assistance
Provide 104 hours of office and on-site consulting, including travel, concerning the follow-
up of contractor and equipment warranty items during the construction warranty period One
month prior to the end of the construction warranty period, conduct a site visit and document
all warranty items and assist in the coordination of the repairs/replacement of the defective
work
L
Construction Phase Scope of Services LRRWTP
February 16, 2001
3 4 CT Testing for Plant
Conduct tracer testing based on TNRCC guidelines, to determine effective contact times in
the plant A report will be prepared by Freese and Nichols, Inc and submitted to the City
and TNRCC summarizing the results
Deliverables 5 copies of testing results summary and report
3 5 Risk Management Program
Develop Risk Management Program, Prevention Program 2 for the City covering the
LRRWTP site The Risk Management Plan will be prepared on electronic diskette and
submitted to EPA
Deliverables 5 copies ofRMP, and one electronic copy ofRM Plan
Task 4 - Special Services
SPECIAL SERVICES Special Services to be performed by FNI which are not included in the
above described basic services, are described as follows
AA Additional General Representation services for an additional 2 months
BB Additional Resident Representative services for an additional 2 months
CC. Freese and Nichols will provide Construction Materials Testing at the site via a sub-
contract with Isbell Engineering and Testing
L
L
Construction Phase Scope of Services LRRWTP 8
February 16, 2001
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