HomeMy WebLinkAboutResolution - 2005-R0024 - Professional Services Agreement - Parkhill, Smith & Cooper - 01_13_2005Resolution No. 2005-R0024
January 13, 2005
Item No. 15
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor of the City of Lubbock BE and is hereby authorized and
directed to execute for and on behalf of the City of Lubbock, an Agreement between the
City of Lubbock and Parkhill, Smith & Cooper, Inc. for Professional Services, regarding
Pump Station 10 Water Treatment Plant. Said Agreement is attached hereto and
incorporated in this Resolution as if fully set forth herein and shall be included in the
minutes of the Council.
Passed by the City Council this 13th day of
ATTEST:
Re ecca Garza, City Secretary
APPROVED AS TO CONTENT:
Chester Carthel, Water Planning Engineer
APPROVED AS TO FORM:
chard K. Casner, first Assistant City Attorney
gs/ccdocs/Res.Agrmt-ParkhillSmith&Cooper-Professional Servs
Dec. 30, 2004
Resolution No. 2005-R0024
January 13, 2005
Item No. 15
AGREEMENT
BETWEEN THE CITY OF LUBBOCK
AND
PARKHILL, SMITH & COOPER, INC.
FOR
PROFESSIONAL SERVICES
THIS IS AN AGREEMENT effective as of January 13 2005 ("Effective Date")
between the Ci!y of Lubbock ("OWNER") and Parkhill. Smith & Cooper. Inc. ('ENGINEER").
OWNER intends to construct a new 5 million gallon per day groundwater treatment plant on the existing City -owned site
located at the corner of 82"d Street and Memphis Avenue in southwest Lubbock. Supply water for the treatment plant, as
well as the necessary supply piping, are to be provided by the City of Lubbock. Treated water from the new facility is to
be stored in the new 7 million gallon ground storage tank on site and blended with treated surface water from the City of
Lubbock system. Owner anticipates the construction of a membrane treatment plant, along with any necessary
pretreatment and storage volumes determined to be necessary for proper operation of the facility. ENGINEER will
review ground water quality data for the anticipated supply water as provided by the City and will base the alternatives
evaluation and design of components on that data. The initial work item will consist of the preparation of a Design
Memorandum, which will establish the project components and will be used to establish the construction budget for the
project. The final design, bid and construction phases of the project are anticipated to be negotiated at a later date. The
above -mentioned items are hereafter called the Project. ("Project").
OWNER and ENGINEER in consideration of their mutual covenants as set forth herein agree as follows:
Agreement for Professional Services
Page 1 of 15
TABLE OF CONTENTS
Resolution No. 2005-R0024
January 13, 2005
Item No. 15
Page
ARTICLE I - SERVICES OF ENGINEER.................................................................................................................. 3
1.01 Scope......................................................................................................................................
ARTICLE 2 - OWNER'S RESPONSIBILITIES......................................................................................................... 3
2.01 General............................................................................................................................................3
ARTICLE 3 - TIMES FOR RENDERING SERVICES.............................................................................................. 5
3.01
General............................................................................................................................................5
3.02
Suspension......................................................................................................................................
5
ARTICLE4 - PAYMENTS TO ENGINEER.............................................................................................................
5
4.01
Methods of Payment for Services and Reimbursable Expenses of ENGINEER .............................
5
4.02
Other Provisions Concerning Payments..........................................................................................
5
ARTICLE 5 - OPINIONS OF COST.......................................................................................................................... 6
5.01
Opinions of Probable Construction Cost......................................................................................... 6
ARTICLE 6 - GENERAL CONSIDERATIONS........................................................................................................ 6
6.01
Standards of Performance............................................................................................................... 6
6.02
Authorized Project Representatives................................................................................................ 7
6.03
Design without Construction Phase Services.................................................................................. 7
6.04
Use of Documents........................................................................................................................... 8
6.05
Insurance......................................................................................................................................... 8
6.06
Termination..................................................................................................................................... 9
6.07
Controlling Law.............................................................................................................................. 9
6.08
Successors, Assigns, and Beneficiaries........................................................................................... 9
6.09
Dispute Resolution..........................................................................................................................
9
6.10
Hazardous Environmental Condition..............................................................................................
9
6.11
Allocation of Risks.......................................................................................................................
10
6.12
Notices..........................................................................................................................................
10
6.13
Survival.........................................................................................................................................
10
6.14
Severability...................................................................................................................................
10
6.15
Waiver..........................................................................................................................................
10
6.16
Headings.......................................................................................................................................
11
ARTICLE7 - DEFINITIONS...................................................................................................................................
11
7.01
Defined Terms......................................................................................................... ...............
11
ARTICLE 8 - EXHIBITS AND SPECIAL PROVISIONS....................................................................................... 15
8.01 Exhibits Included.......................................................................................................................... 15
8.02 Total Agreement........................................................................................................................... 15
Agreement for Professional Services
Page 2 of 15
Resolution No. 2005-R 24
January 13, 2005
Item No. 15
ARTICLE 1- SERVICES OF ENGINEER
I.01Scope
A. ENGINEER shall provide the Basic and Additional Services set forth herein and in Exhibit A.
B. Upon this Agreement becoming effective, ENGINEER is authorized to begin Basic Services as set forth in
Exhibit A - Part 1.
ARTICLE 2 — OWNER'S RESPONSIBILITIES
2.01 General
A. OWNER shall have the responsibilities set forth herein.
B. Provide ENGINEER with all criteria and full information known by OWNER 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; and furnish copies of OWNERS standard forms,
conditions, and related documents for ENGINEER to include in the Bidding Documents, when applicable.
C. Furnish to ENGINEER any other available information pertinent to the Project including reports and data
relative to previous designs, or investigation at or adjacent to the Site.
D. FolIowing ENGINEER's assessment of initially -available Project information and data and upon ENGINEER's
request, furnish or otherwise make available such additional Project related information and data known by or available
to OWNER as is reasonably required to enable ENGINEER to complete its Basic and Additional Services. Such
additional information or data would generally include the following:
1. Property descriptions.
2. Zoning, deed, and other land use restrictions.
3. Property, boundary, easement, right-of-way, and other special surveys or data, including establishing
relevant reference points.
4. Non -confidential and non -privileged explorations and tests of subsurface conditions at or contiguous to the
Site, drawings of physical conditions in or relating to existing surface or subsurface structures at or contiguous to the
Site, or hydrographic surveys, with appropriate professional interpretation thereof.
5. Non -confidential and non -privileged environmental assessments, audits, investigations and impact
statements, and other relevant environmental or cultural studies as to the Project, the Site, and adjacent areas.
6. Non -confidential and non -privileged data or consultations as required for the Project but not otherwise
identified in the Agreement or the Exhibits thereto.
Agreement for Professional Services
Page 3 of 15
E. Give prompt written notice to ENGINEER whenever OWNER observes or otherwise becomes aware of a
Hazardous Environmental Condition or of any other development that affects the scope or time of performance of
ENGINEER's services, or any defect or nonconformance in ENGINEER's services or in the work of any Contractor.
F. Authorize ENGINEER to provide Additional Services as set forth in Exhibit A - Part 2 of the Agreement as
required by OWNER
G. Arrange for safe access to and make all provisions for ENGINEER to enter upon public and private property, as
required for ENGINEER to perform services under the Agreement.
H. Examine all alternate solutions, studies, reports, sketches, Drawings, Specifications, proposals. and other
documents presented by ENGINEER (including obtaining advice of an attorney, insurance counselor, and other advisors
or consultants as OWNER deems appropriate with respect to such examination) and render in writing timely, decisions
pertaining thereto.
I. Provide reviews, approvals, and permits from all governmental authorities having jurisdiction to approve all
phases of the Project designed or specified by ENGINEER and such reviews, approvals, and consents from others as
may, be necessary for completion of each phase of the Project.
J. Provide, as required for the Project:
1. Accounting, bond and financial advisory, independent cost estimating, and insurance counseling services.
2. Legal services with regard to issues pertaining to the Project as OWNER requires, Contractor raises, or
ENGINEER reasonably requests.
3. Such auditing services as OWNER requires to ascertain how or for what purpose Contractor has used the
moneys paid.
4. Placement and payment for advertisement for Bids in appropriate publications.
K. Advise ENGINEER of the identity and scope of services of any independent consultants employed by OWNER
to perform or furnish services in regard to the Project, including, but not limited to, cost estimating, project peer review,
value engineering, and constructibility review.
L. If OWNER designates a construction manager or an individual or entity other than, or in addition to,
ENGINEER to represent OWNER at the Site, define the duties, responsibilities, and limitations of authority of such other
party and the relation thereof to the duties, responsibilities, and authority of ENGINEER.
M. Attend the pre -bid conference, bid opening, pre -construction conferences, construction progress and other job
related meetings, and Substantial Completion and final payment inspections.
N. Provide the services of an independent testing laboratory to perform all inspections, tests, and approvals of
Samples, materials, and equipment required by the Contract Documents, or to evaluate the performance of materials,
equipment, and facilities of OWNER, prior to their incorporation into the Work with appropriate professional
interpretation thereof unless authorized as Additional Services under Exhibit A - Part 2.
Agreement for Professional Services
Page 4 of 15
ARTICLE XTIMES FOR RENDERING SERVICES
3.01 General
A. ENGINEER's services and compensation under this Agreement have been agreed to in anticipation of the
orderly and continuous progress of the Project through completion. Unless specific periods of time or specific dates for
providing services are specified in this Agreement, ENGINEER's obligation to render services hereunder will be for a
period which may reasonably be required for the completion of said services.
B. If in this Agreement specific periods of time for rendering services are set forth or specific dates by which
services are to be completed are provided, and if such periods of time or dates are. changed through no fault of
ENGINEER, the rates and amounts of compensation provided for herein shall be subject to equitable adjustment as
mutually agreed to by both parties. If OWNER has requested changes in this scope, extent, or character of the Project,
the time of performance of ENGINEER's services shall be adjusted equitably as mutually agreed to by both parties.
C. For purposes of this Agreement the term "day" means a calendar day of 24 hours.
3.02 Suspension
A. If OWNER fails to give prompt written authorization to proceed with any phase of services after completion of
the immediately preceding phase, or if ENGINEER's services are delayed through no fault of ENGINEER, ENGINEER
may be entitled to equitable adjustment of rates and amounts of compensation provided for elsewhere in this Agreement
to reflect, reasonable costs incurred by ENGINEER in connection with, among other things, such delay or suspension and
reactivation and the fact that the time for performance under this Agreement has been revised.
ARTICLE 4 - PAYMENTS TO ENGINEER
4.01 Methods of Payment for Basic Services and Additional Services of ENGINEER
A. For Basic Services. OWNER shall pay ENGINEER for Basic Services performed or furnished under Exhibit A
- Part 1, as set forth in Exhibit B.
B. ForAdditional Services. OWNER shall pay ENGINEER for Additional Services performed or furnished under
Exhibit A - Part 2, as set forth in Exhibit B.
4.02 Other Provisions Concerning Payments
A. Preparation of Invoices. Invoices will be prepared in accordance with ENGINEER's standard invoicing
practices and will be submitted to OWNER by ENGINEER, unless otherwise agreed. The amount billed in each invoice
will be calculated as set forth in Exhibit B.
B. Payment of Invoices. Invoices are due and payable within 30 days of receipt. If OWNER fails to make any
payment due ENGINEER for services and expenses within 30 days after receipt of ENGINEER's invoice therefor, the
amounts due ENGINEER will be increased at the rate of 1.0% per month (or the maximum rate of interest permitted by
law, if less) from said thirtieth day.
C. Payments Upon Termination. In the event of any termination, ENGINEER will be entitled to invoice OWNER
and will be paid in accordance with Exhibit B for all services performed or furnished and all expenses incurred through
the effective date of termination.
D. Records of ENGINEER's Costs. Records of ENGINEER's costs pertinent to ENGINEER's compensation under
this Agreement shall be kept in accordance with generally accepted accounting practices. To the extent necessary to
Agreement for Professional Services
Page 5 of 15
verify ENGINEER's charges and upon OWNER's timely request, copies of such records will be made available to
OWNER.
E. Legislative Actions. In the event of legislative actions after the Effective Date of the Agreement by any level of
government that impose taxes payable by OWNER, fees, or costs on ENGINEER's services or other costs in connection
with this Project or compensation therefor, such new taxes payable by OWNER, fees, or costs shall be invoiced to and
paid by OWNER as a Reimbursable Expense to which a Factor of 1.0 shall be applied. Should such taxes payable by
OWNER, fees, or costs be imposed, they shall be in addition to ENGINEER's estimated total compensation.
ARTICLE 5 - OPINIONS OF COST
5.01 Opinions of Probable Constriction Cost
A. ENGINEER's opinions of probable Construction Cost provided for herein are to be made on the basis of
ENGINEER's experience and qualifications and represent ENGINEER's best judgmentas an experienced and qualified
professional generally familiar with the industry. However, since ENGINEER has no control over the cost of labor,
materials, equipment, or services furnished by others, or over the Contractor's methods of determining prices, or over
competitive bidding or market conditions, ENGINEER cannot and does not guarantee that proposals, bids, or actual
Construction Cost will not vary from opinions of probable Construction Cost prepared by ENGINEER.
ARTICLE 6 - GENERAL CONSIDERATIONS
6.01 Standards of Performance
A. The standard of care for all professional engineering and related services performed or furnished by ENGINEER
under this Agreement will be the care and skill ordinarily used by members of ENGINEER's profession practicing under
similar circumstances at the same time and in the same locality. ENGINEER makes no warranties, express or implied,
under this Agreement or otherwise, in connection with ENGINEER's services.
B. ENGINEER shall be responsible for the technical accuracy of its services and documents resulting therefrom,
and OWNER shall not be responsible for discovering deficiencies therein. ENGINEER shall correct such deficiencies
without addition) compensation except to the extent such action is directly attributable to deficiencies in OWNER -
furnished information.
C. ENGINEER shall perform or furnish professional engineering and related services in all phases of the Project to
which this Agreement applies. ENGINEER shall serve as OWNER's prime professional for the Project. ENGINEER
may employ such ENGINEER's Consultants as ENGINEER deems necessary to assist in the performance or furnishing
of the services. ENGINEER shall not be required to employ any ENGINEER's Consultant unacceptable to ENGINEER.
D. ENGINEER and OWNER shall comply with applicable Laws or Regulations and OWNER -mandated standards.
This Agreement is based on these requirements as of its Effective Date. Changes to these requirements after the
Effective Date of this Agreement that materially affect the Project and ENGINEER'S performance hereunder may be the
basis for equitable modifications to OWNER's responsibilities or to ENGINEER's scope of services, times of
performance, or compensation as mutually agreed to by both parties.
Agreement for Professional Services
Page 6 of 15
E. OWNER shall be responsible for, and ENGINEER may reasonably rely upon, the accuracy and completeness of
all requirements, programs, instructions, reports, data, and other information furnished by OWNER to ENGINEER
pursuant to this Agreement. ENGINEER may use such requirements, reports, data, and information in performing or
furnishing services under this Agreement.
F. OWNER shall make decisions and carry out its other responsibilities in a timely manner and shall bear all costs
incident thereto so as not to delay the services of ENGINEER.
G. ENGINEER shall not be required to sign any documents, no matter by whom requested, that would result in the
ENGINEER's having to certify, guarantee or warrant the existence of conditions whose existence the ENGINEER cannot
ascertain. OWNER agrees not to make resolution of any dispute with the ENGINEER in any way contingent upon the
ENGINEERs signing any such certification.
H. During the Construction Phase, ENGINEER shall not supervise, direct, or have control over Contractor's work,
nor shall ENGINEER have authority over or responsibility for the means, methods, techniques, sequences, or procedures
of construction selected by Contractor, for safety precautions and programs incident to the Contractor's work in progress,
nor for any failure of Contractor to comply with Laws and Regulations applicable to Contractor's furnishing and
performing the Work.
I. ENGINEER neither guarantees the performance of any Contractor nor assumes responsibility for any
Contractor's failure to furnish and perform the Work in accordance with the Contract Documents.
J. ENGINEER shall not be responsible for the acts or omissions of any Contractor(s), subcontractor or supplier, or
of any of the Contractor's agents or employees or any other persons (except ENGINEER's own employees, agents,
consultants, and independent contractors) at the Site or otherwise furnishing or performing any of the Contractor's work;
or for any decision made on interpretations or clarifications of the Contract Documents given by OWNER without
consultation and advice of ENGINEER.
K. The General Conditions for any construction contract documents prepared hereunder are to be the "Standard
General Conditions of the Construction Contract" as prepared by the Engineers Joint Contract Documents Committee
(Document No. 1910-8, 1996 Edition) unless both parties mutually agree to use other General Conditions.
6.02 Authorized Project Representatives
A. ENGINEER and OWNER shall designate specific individuals to act as ENGINEER's and OWNER's
representatives with respect to the services to be performed or furnished by ENGINEER and responsibilities of OWNER
under this Agreement. Such individuals shall have authority to transmit instructions, receive information, and render
decisions relative to the Project on behalf of each respective party.
6.03 Design without Construction Phase Services
A. Should OWNER provide Construction Phase services with either OWNER's representatives or a third party,
ENGINEER's Basic Services under this Agreement will be considered to be completed upon completion of the Final
Design Phase or Bidding or Negotiating Phase as outlined in Exhibit A - Part 1.
B. It is understood and agreed that if ENGINEER's Basic Services under this Agreement do not include Project
observation, or review of the Contractor's performance, or any other Construction Phase services, and that such services
will be provided by OWNER, then OWNER assumes all responsibility for interpretation of the Contract Documents and
for construction observation or review and waives any claims against the ENGINEER that may be in any way connected
thereto.
Agreement for Professional Services
Page 7 of 15
6.04 Use of Documents
A. All Documents are instruments of service in respect to this Project, and ENGINEER shall retain an ownership
and property interest therein (including the right of reuse at the discretion of the ENGINEER) whether or not the Project
is completed. OWNER to be provided with hard and electronic copies of final documents.
B. Copies of OWNER -furnished data that may be reasonably relied upon by ENGINEER are limited to the printed
copies (also known as hard copies) that are delivered to the ENGINEER. Files in electronic media format of text, data,
graphics, or of other types that are furnished by OWNER to ENGINEER are only for convenience of ENGINEER. Any
conclusion or information obtained or derived from such electronic files will be at the user's sole risk.
C. Copies of Documents that may be relied upon by OWNER are limited to the printed copies (also known as hard
copies) that are signed or sealed by the ENGINEER. Files in electronic media format of text, data, graphics, or of other
types that are furnished by ENGINEER to OWNER are only for convenience of OWNER. Any conclusion or
information obtained or derived from such electronic files will be at the user's sole risk
D. Because data stored in electronic media format can deteriorate or be modified inadvertently or otherwise without
authorization of the data's creator, the party receiving electronic files agrees that it will perform acceptance tests or
procedures within 60 days, after which the receiving party shall be deemed to have accepted the data thus transferred.
Any errors detected within the 60-day acceptance period will be corrected by the party delivering the electronic files.
ENGINEER shall not be responsible to maintain documents stored in electronic media format after acceptance by
OWNER.
E. When transferring documents in electronic media format, ENGINEER makes no representations as to long term
compatibility, usability, or readability of documents resulting from the use of software application packages, operating
systems, or computer hardware differing from those used by ENGINEER at the beginning of this Project.
F. OWNER may make and retain copies of Documents for information and reference in connection
with use on the Project by OWNER. Such Documents are not intended or represented to be suitable for reuse by
OWNER or others on extensions of the Project or on any other project. Any such reuse or modification without written
verification or adaptation by ENGINEER, as appropriate for the specific purpose intended, will be at OWNER's sole risk
and without liability or legal exposure to ENGINEER or to ENGINEER's Consultants.
G. If there is a discrepancy between the electronic files and the hard copies, the hard copies govern.
H. Any verification or adaptation of the Documents for extensions of the Projector for any other project will entitle
ENGINEER to further compensation at rates to be agreed upon by OWNER and ENGINEER.
6.05 Insurance
A. General Liability Engineer's insurance shall contain broad form contractual liability with a combined single
limit of a minimum of $1,000,000 each occurrence and in the aggregate and shall include the following:
Bodily Injury and Property Damage
Personal Injury and Advertising Injury
Fire legal liability
Products and completed operations
B. Business Automobile Liability. Engineer's insurance shall contain a combined single limit of at least $500,000
per occurrence, and include coverage for but not limited to the following:
Bodily injury and property damage
Any and all vehicles owned, used, or hired.
C. Professional Liability. Engineer's insurance shall contain a combined single limit of a minimum of $1,000,000
per occurrence and in the aggregate.
Agreement for Professional Services
Page 8 of 15
D. Workers' Compensation and Employers Liability Insurance. Engineer shall elect to obtain workers'
compensation coverage pursuant to Section 406.002 of the Texas Labor Code. Further, Engineer shall maintain said
coverage throughout the term of this Lease and shall comply with all provision of Title 5 of the Texas Labor Code to
ensure that the Engineer maintains said coverage. Any termination of workers' compensation insurance coverage by
Engineer or any cancellation or non -renewal of workers' compensation insurance coverage for the Engineer shall be a
material breach of this contract. The Engineer may maintain Occupational Accident and Disability Insurance in lieu of
Workers' Compensation. In either event, the policy must be endorsed to include a waiver of subrogation in favor of the
City of Lubbock.
Employer's Liability with limits of at least $500,000 each accident, $500,000 by disease policy limit, and $500,000
by disease each employee shall also be obtained and maintained throughout the term of this Lease.
E. Other Insurance Requirements. Engineer agrees to waive its right of recovery against City of Lubbock for all
claims and suits against City of Lubbock which are or may be covered by the above described insurance coverages,
except for claims arising under the Professional Liability policy. In addition, its insurers, through policy endorsement,
waive their right of subrogation against City of Lubbock for all claims and suits except for the Professional Liability
policy. The certificate of insurance must reflect waiver of subrogation endorsement. Engineer further waives its right of
recovery, and its insurers also waive their right of subrogation against City of Lubbock for loss of its owned or leased
property or property under its care, custody, or control. If the services extend to the construction phase, a similar
provision shall be included in all construction contracts, subcontracts and supply agreements entered into by the City of
Lubbock and shall protect the City of Lubbock and Engineer to the same extent.
Engineer's insurance policies through policy endorsement must include wording, which states that the policy shall be
primary and non-contributing with respect to any insurance carried by City of Lubbock. The certificate of insurance
described below must reflect that the above wording is included in evidenced policies.
All policies required above (excluding Workers' Compensation and Professional Liability) shall include a severability
of interest endorsement and shall name the City of Lubbock as an additional insured with respect to work performed.
Severability of interest naming City of Lubbock as an additional insured shall be indicated on the certificate of insurance
described below.
Engineer shall provide a Certificate of Insurance to the City of Lubbock as evidence of required insurance coverage.
The Certificate will provide 30 days notice of cancellation. A copy of the required endorsements and waivers of
subrogation shall be included in the Certificate.
6.06 Termination
A. The obligation to provide further services under this Agreement may be terminated:
For cause, by either party upon 30 days written notice in the event of substantial failure by the other party to
perform in accordance with the terms hereof through no fault of the terminating party.
For convenience, by OWNER effective upon the receipt of notice from OWNER by ENGINEER.
6.07 Controlling Law
A. This Agreement is to be governed by the law of the state in which the Project is located. Venue for any action
arising hereunder shall lie exclusively in the courts at Lubbock County, Texas.
Agreement for Professional Services
Page 9 of 15
6.08 Successors, Assigns, and Beneficiaries
A. Neither OWNER nor ENGINEER may assign, sublet,' or transfer any rights under or interest (including, but
without limitation, moneys that are due or may become due) in this Agreement without the written consent of the other,
except to the extent that any assignment, subletting, or transfer is mandated or restricted by law.
6.09 Dispute Resolution
A. OWNER and ENGINEER agree to negotiate all disputes between them in good faith for a minimum of 30 days
from the date of notice.
6.10 Hazardous Environmental Condition
A. OWNER represents to Engineer that to the best of its knowledge a Hazardous Environmental Condition does not
exist.
B. OWNER has disclosed to the best of its knowledge to ENGINEER the existence of all Asbestos, PCBs,
Petroleum, Hazardous Waste, or Radioactive Material located at or near the Site, including type, quantity and location.
C. If a Hazardous Environmental Condition is encountered or alleged, ENGINEER shall have the obligation to
notify OWNER and, to the extent of applicable Laws and Regulations, appropriate governmental officials.
D. It is acknowledged by both parties that ENGINEER's scope of services does not include any services related to a
Hazardous Environmental Condition. In the event ENGINEER or any other party encounters a Hazardous Environmental
Condition, ENGINEER may, at its option and without liability for consequential or any other damages, suspend
performance of services on the portion of the Project affected thereby until OWNER. (i) retains appropriate specialist
consultant(s) or contractor(s) to identify and as appropriate, abate, remediate, or remove the Hazardous Environmental
Condition; and (ii)warrants that the Site is in full compliance with applicable Laws and Regulations.
6.11 Allocation of Risks
A. To the fullest extent permitted by law, ENGINEER shall indemnify and hold harmless OWNER, OWNER's
officers, directors, partners, and employees from and against any and all costs, losses, and damages (including but not
limited to all fees and charges of engineers, architects, attorneys, and other professionals, and all court or arbitration or
other dispute resolution costs) caused by the negligent acts or omissions of ENGINEER or ENGINEER's officers,
directors, partners, employees, and ENGINEER's Consultants in the performance and furnishing of ENGINEER's
services under this Agreement.
B. To the fullest extent permitted bylaw, ENGINEER's total liability to OWNER and anyone claiming by, through,
or under OWNER for any cost, loss, or damages caused in part by the negligence of ENGINEER and in part by the
negligence of OWNER or any other negligent entity or individual, shall not exceed the percentage share that
ENGINEER's negligence bears to the total negligence of OWNER, ENGINEER, and all other negligent entities and
individuals.
6.12 Notices
A. Any notice required under this Agreement will be in writing, addressed to the appropriate party at its address on
the signature page and given personally, or by registered or certified mail postage prepaid, or by a commercial courier
service. All notices shall be effective upon the date of receipt.
6.13 Survival
A. All express representations included in this Agreement will survive its completion or termination for any reason.
Agreement for Professional Services
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6.14 Severability
A. Any provision or part of the Agreement held to be void or unenforceable under any Laws or Regulations shall be
deemed stricken, and all remaining provisions shall continue to be valid and binding upon OWNER and ENGINEER,
who agree that the Agreement shall be reformed to replace such stricken provision or part thereof with a valid and
enforceable provision that comes as close as possible to expressing the intention of the stricken provision.
6.15 Waiver
A. Non -enforcement of any provision by either party shall not constitute a waiver of that provision, nor shall it
affect the enforceability of that provision or of the remainder of this Agreement.
6.16 Headings
A. The headings used in this Agreement are for general reference only and do not have special significance.
ARTICLE 7 - DEFINITIONS
7.01 Defined Terms
A. Wherever used in this Agreement (including the Exhibits hereto) and printed with initial or all capital letters, the
terms listed below have the meanings indicated, which are applicable to both the singular and plural thereof
1. Addenda --Written or graphic instruments issued prior to the opening of Bids which clarify, correct, or
change the Bidding Documents.
2. Additional Services --The services to be performed for or furnished to OWNER by ENGINEER in
accordance with Exhibit A - Part 2 of this Agreement.
3. Agreement —This "Standard Form of Agreement between OWNER and ENGINEER for Professional
Services", including those Exhibits listed in Article 8 hereof.
4. Application for Payment —The form acceptable to ENGINEER which is to be used by Contractor in
requesting progress or final payments for the completion of its Work and which is to be accompanied by such
supporting documentation as is required by the Contract Documents.
5. Asbestos --Any material that contains more than one percent of asbestos and is friable or is releasing
asbestos fibers into the air above current action levels established by the United States Occupational Safety and
Health Administration.
6. Basic Services --The services to be performed for or f fished to OWNER by ENGINEER in accordance
with Exhibit A - Part 1, of this Agreement.
7. Bid —The offer or proposal of the bidder submitted on the prescribed form setting forth the prices for the
Work to be performed.
8. Bidding Documents --The advertisement or invitation to Bid, instructions to bidders, the Bid form and
attachments, the Bid bond, if any, the proposed Contract Documents, and all Addenda, if any.
9. Change Order --A document recommended by ENGINEER, which is signed by Contractor and OWNER to
authorize an addition, deletion or revision in the Work, or an adjustment in the Contract Price or the Contract Times,
issued on or after the Effective Date of the Construction Agreement.
Agreement for Professional Services
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10. Construction Agreement —The written instrument which is evidence of the agreement, contained in the
Contract Documents, between OWNER and Contractor concerning the Work.
11. Construction Contract —The entire and integrated written agreement between the OWNER and Contractor
concerning the Work.
12. Construction Cost —The cost to OWNER of those portions of the entire Project designed or specified by
ENGINEER. Construction Cost does not include costs of services of ENGINEER or other design professionals and
consultants, cost of land, rights -of -way, or compensation for damages to properties, or OWNER's costs for legal,
accounting, insurance counseling or auditing services, or interest and financing charges incurred in connection with
the Project, or the cost of other services to be provided by others to OWNER Construction Cost is one of the items
comprising Total Project Costs.
13. Contract Documents —Documents that establish the rights and obligations of the parties engaged in
construction and include the Construction Agreement between OWNER and Contractor, Addenda (which pertain to
the Contract Documents), Contractor's Bid (including documentation accompanying the Bid and any post -Bid
documentation submitted prior to the notice of award) when attached as an exhibit to the Construction Agreement, the
Notice to proceed, the bonds, appropriate certifications, the General Conditions, the Supplementary Conditions, the
Specifications and the Drawings as the same are more specifically identified in the Construction Agreement, together
with all Written Amendment, Change Orders, Work Change Directives, Field Orders, and ENGINEER's written
interpretations and clarifications issued on or after the Effective Date of the Construction Agreement. Approved
Shop Drawings and the reports and drawings of subsurface and physical conditions are not Contract Documents.
14. Contract Price --The moneys payable by OWNER to Contractor for completion of the Work in accordance
with the Contract Documents and as stated in the Construction Agreement.
15. Construction Contract Times —The numbers of days or the dates stated in the Construction Agreement to:
(i) achieve Substantial Completion, and (ii) complete the Work so that it is ready for final payment as evidenced by
ENGINEER's written recommendation of final payment.
16. Contractor --An individual or entity with whom OWNER enters into a Construction Agreement.
17. Correction Period —The time after Substantial Completion during which Contractor must correct, at no cost
to OWNER, any Defective Work, normally one year after the date of Substantial Completion or such longer period of
time as may be prescribed by Laws or Regulations or by the terms of any applicable special guarantee or specific
provision of the Contract Documents.
18. Defective --An adjective which, when modifying the word Work, refers to Work that is unsatisfactory,
faulty, or deficient, in that it does not conform to the Contract Documents, or does not meet the requirements of any
inspection, reference standard, test, or approval referred to in the Contract Documents, or has been damaged prior to
ENGINEER's recommendation of final payment.
19. Direct Expenses —The expenses incurred directly by ENGINEER in connection with the performing of
Basic Services for the Project for which OWNER shall pay ENGINEER as indicated in Exhibit B, to include but not
limited to fax, reproduction, travel, telephone, meals and lodging, CAD charges, field supplies, models, renderings,
photos, and postage.
20. Documents --Data, reports, Drawings, Specifications, Record Drawings, and other deliverables, whether
in printed or electronic media format, provided or furnished in appropriate phases by ENGINEER to OWNER
pursuant to this Agreement.
Agreement for Professional Services
Page 12 of 15
21. Drawings —That part of the Contract Documents prepared or approved by ENGINEER which graphically
shows the scope, extent, and character of the Work to be performed by Contractor. Shop Drawings are not Drawings
as so defined.
22. Effective Date of the Construction Agreement —The date indicated in the Construction Agreement on which
it becomes effective, but if no such date is indicated, it means the date on which the Construction Agreement is signed
and delivered by the Iast of the two parties to sign and deliver.
23. Effective Date of the Agreement —The date indicated in this Agreement on which it becomes effective, but if
no such date is indicated, it means the date on which the Agreement is signed and delivered by the last of the two
parties to sign and deliver.
24. Engineer's Consultants --Individuals or entities having a contract with ENGINEER to furnish services with
respect to this Project as ENGiNEER's independent professional associates, consultants, subcontractors, or vendors.
The term ENGINEER includes ENGINEER's Consultants.
25. Field Order --A written order issued by ENGINEER which directs minor changes in the Work but which
does not involve a change in the Contract Price or the Contract Times.
26. General Conditions --That part of the Contract Documents which sets forth terms, conditions, and
procedures that govern the Work to be performed or furnished by Contractor with respect to the Project.
27. Hazardous Environmental Condition —The presence at the Site ofAsbestos, PCB's, Petroleum, Hazardous
Waste, or Radioactive Materials in such quantities or circumstances that may present a substantial danger to persons
or property exposed thereto in connection with the Work.
28. Hazardous Waste —The term Hazardous Waste shall have the meaning provided in Section 1004 of the
Solid Waste Disposal Act (42 USC Section 6903) as amended from time to time.
29. Laws and Regulations; Laws or Regulations —Any and all applicable laws, rules, regulations, ordinances,
codes, standards, and orders of any and all governmental bodies, agencies, authorities, and courts having jurisdiction.
30. PCB's--Polychlorinated biphenyls.
31. Petroleum --Petroleum, including crude oil or any fraction thereof which is liquid at standard conditions of
temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square inch absolute), such as oil, petroleum,
fuel oil, oil sludge, oil refuse, gasoline, kerosene, and oil mixed with other non -Hazardous Waste and crude oils.
32. Radioactive Materials --Source, special nuclear, or byproduct material as defined by the Atomic Energy Act
of 1954 (42 USC Section 2011 et seq.) as amended from time to time.
33. Record Drawings —The Drawings as issued for construction on which the ENGINEER, upon completion of
the Work, has shown changes due to Addenda or Change Orders and other information which ENGINEER considers
significant based on record documents furnished by Contractor to ENGINEER and which were annotated by
Contractor to show changes made during construction.
34. Reimbursable Expenses --The expenses incurred directly by ENGINEER in connection with the performing
of Additional Services for the Project for which OWNER shall pay ENGINEER as indicated in Exhibit B, to include
but not limited to fax, reproduction, travel, telephone, meals and lodging, CAD charges, field supplies, models,
renderings, photos, and postage.
35. Resident Project Representative --The authorized representative of ENGINEER, if any, assigned to assist
ENGINEER at the Site during the Construction Phase. The Resident Project Representative will be ENGiNEER's
Agreement for Professional Services
Page 13 of 15
agent or employee and under ENGINEER's supervision. As used herein, the term Resident Project Representative
includes any assistants of Resident Project Representative agreed to by OWNER.
36. Samples --Physical examples of materials, equipment, or workmanship that are representative of some
portion of the Work and which establish the standards by which such portion of the Work will be judged
37. Shop Drawings —All drawings, diagrams, illustrations, schedules, and other data or information which are
specifically prepared or assembled by or for Contractor and submitted by Contractor to ENGINEER to illustrate some
portion of the Work.
38. Site —Lands or areas indicated in the Contract Documents as being furnished by OWNER upon which the
Work is to be performed, rights -of -way and easements for access thereto, and such other lands furnished by OWNER
which are designated for use of Contractor.
39. Specifications --That part of the Contract Documents consisting of written technical descriptions of
materials, equipment, systems, standards, and workmanship as applied to the Work and certain administrative details
applicable thereto.
40. Substantial Completion --The time at which the Work (or a specified part thereof) has progressed to the
point where, in the opinion of ENGINEER, the Work (or a specified part thereof) can be utilized for the purposes for
which it is intended. The terms "substantially complete" and "substantially completed" as applied to all orpart of the
Work refer to Substantial Completion thereof.
41. Supplementary Conditions --That part of the Contract Documents which amends or supplements the General
Conditions.
42. Work —The entire completed construction or the various separately identifiable parts thereof required to be
provided under the Contract Documents with respect to this Project. Work includes and is the result of performing or
furnishing labor, services, and documentation necessary to produce such construction and furnishing, installing, and
incorporating ail materials and all equipment into such construction, all as required by the Contract Documents.
43. Work Change Directive --A written directive to Contractor issued on or after the Effective Date of the
Construction Agreement and signed by OWNER upon recommendation of the ENGINEER, ordering an addition,
deletion, or revision in the Work, or responding to differing or unforeseen subsurface or physical conditions to which
the OWNER is responsible, if any, under which the Work is to be performed or to emergencies. A Work Change
Directive will not change the Contract Price or the Contract Times but is evidence that the parties expect that the
change directed or documented by a Work Change Directive will be incorporated in a subsequently issued Change
Order following negotiations by the parties as to its effect, if any, on the Contract Price or Contract Times.
44. Written Amendment —A written amendment of the Contract Documents signed by OWNER and Contractor
on or after the Effective Date of the Construction Agreement and normally dealing with the non -engineering or non-
technical rather than strictly construction -related aspects of the Contract Documents.
ARTICLE S-EXHIBITS AND SPECIAL PROVISIONS
8.01 Exhibits Included
A. Exhibit A, "ENGINEER's Services", consisting of 8 pages.
B. Exhibit B, "Payments to Engineer', consisting of _ 3 pages.
Agreement for Professional Services
Page 14 of 15
8.02 Total Agreement
A. This Agreement (consisting of pages 1 to 15 inclusive, together with the Exhibits identified above) constitutes
the entire agreement between OWNER and ENGINEER and supersedes all prior written or oral understandings. This
Agreement may only be amended, supplemented, modified, or canceled by a duly executed written instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in triplicate, the Effective Date of which is
indicated on page 1.
OWNER: CITY OF L BOCK ENGINEER: PARKHILL, SMITH & COOPER, INC.
By: Marc cDo al By: John S. Kelley, P.E.
Date Signed: January 13, 2005
Address for giving notices:
P.O. Box 2000
Lubbock Texas 79457
ATTEST:
By &?Z� —)2�
becca Garza, City Secretary
APPRO O
By
Ches Carthel, P. E.
City Water Engineer
APPROVED AS TO F
By
IN TRIPLICATE
Title: Principal / Secretary Treasurer
Date Signed:
Address for giving notices:
4222 85"Street
Lubbock Texas79423
�l�prr�G L�
Agreement for Professional Services
Page 15 of 15
Resolution No. 2005-R0024
January 13, 2005
Item No. 15
EXHIBIT A
ENGINEER'S SERVICES
Article 1 of the Agreement is amended and supplemented to include the following agreement of the parties. ENGINEER
shall provide Basic and authorized Additional Services as set forth below.
EXHIBIT A - PART 1 -- BASIC SERVICES
A1.01 Preliminary Design Phase
A. ENGINEER shall:
1. Consult with OWNER to define and clarify OWNER's requirements for the Project and available data.
2. Advise OWNER as to the necessity of OWNER's providing data or services which are not part of
ENGINEER's Basic Services, and assist OWNER in obtaining such data and services.
3. Review production well quantity and quality information as provided by the City upon completion of
the test hole drilling to be undertaken by the City. Establish the scope, and advise the OWNER, of any special
investigations, field surveys or soil and foundation investigations which, in the opinion of the ENGINEER, may
be required for the proper execution of the Preliminary Design Phase; and arrange with the OWNER for the
conduct of such investigations and tests. The performance of these investigations and tests is not a part of the
ENGINEER's Basic Services, and compensation therefor is not included in the Basic Fee; the investigations and
tests may be performed by the ENGINEER, by agreement with the OWNER, in which case compensation shall
be determined by the applicable portions of Exhibit B.
4. Identify and evaluate alternate solutions available to OWNER and, after consultation with OWNER,
identify various treatment options and requirements applicable to the Project, and recommend to OWNER those
solutions which in ENGINEER's judgment meet OWNER's requirements for the Project. This Evaluation will be
accompanied by ENGINEER's opinion of Total Project Costs for each solution which is so recommended for the
Project with each component separately itemized, including the following, which will be separately itemized:
Opinion of Probable Construction Cost, and allowances for contingencies. Assemble information into a Design
Memorandum and provide OWNER with ten (10) copies. A detailed scope of work for the Design Memorandum
is attached to this Exhibit A.
5. On review and acceptance of the Design Memorandum and recommendation presented therein,
negotiation of subsequent engineering fees, and upon written authorization by the OWNER, prepare Preliminary
Design Phase documents consisting of final design criteria, preliminary drawings, outline specifications and
written descriptions of the Project.
6. Provide necessary field surveys and topographic and utility mapping for design purposes. Utility
mapping will be based upon information obtained from utility owners. The performance of field surveys is not a
part of the ENGINEER's basic services, and compensation therefore is not included in the Basic Fee; the surveys
may be performed by the ENGINEER, by agreement with the OWNER, in which case compensation shall be
determined by applicable portions of Exhibit B.
7. Establish the scope, and advise the OWNER, of any additional soils or foundation investigations which,
in the opinion of the ENGINEER, may be required for the proper execution of the Project; and arrange with the
OWNER for the conduct of such investigations and tests. The performance of these investigations and tests is not
a part of the ENGINEER's Basic Services, and compensation therefor is not included in the Basic Fee; the
investigations and tests may be performed by the ENGINEER, by agreement with the OWNER, in which case
compensation shall be determined by the applicable portions of Exhibit B.
Page 1 of 8
(Exhibit A)
8. Advise OWNER if additional reports, data, information, or services are necessary and assist OWNER
in obtaining such reports, data, information, or services.
9. Based on the information contained in the Preliminary Design Phase documents, submit a revised
opinion of probable Construction Cost.
10. Furnish five (5) review copies of the Preliminary Design Phase documents to and review them with
OWNER.
B. ENGINEER's services under the Preliminary Design Phase will be considered complete on the date when
copies of the Preliminary Design Phase documents have been delivered to OWNER.
A 1.02 Final Design Phase (TO BE AUTHORIZED AT A LATER DATE)
A. After acceptance by OWNER of the Preliminary Design Phase documents and revised opinion of probable
Construction Cost as determined in the Preliminary Design Phase, but subject to any OWNER -directed
modifications or changes in the scope, extent, character, or design requirements of or for the Project, and upon
written authorization from OWNER, ENGINEER shall:
1. On the basis of the above acceptance, direction, and authorization, prepare final Drawings indicating
the scope, extent, and character of the Work to be performed and furnished by Contractor. Specifications will be
prepared, where appropriate, in general conformance with the 16-division format of the Construction
Specifications Institute.
2. Provide technical criteria, written descriptions, and design data for OWNER's use in filing applications
for permits from or approvals of governmental authorities having jurisdiction to review or approve the final
design of the Project and assist OWNER in consultations with appropriate authorities.
3. Advise OWNER of any adjustments to the opinion of probable Construction Cost.
4. Prepare and furnish five (5) sets of Bidding Documents and a revised opinion of probable Construction
Cost for review and approval by OWNER, its legal counsel, and other advisors. as appropriate, and assist
OWNER in the preparation of other related documents.
B. The number of prime contracts for Work designed or specified by ENGINEER upon which the
ENGINEER's compensation has been established under this Agreement is one (1).
C. ENGINEER's services under the Final Design Phase will be considered complete on the date when the final
Bidding Documents have been delivered to OWNER.
A1.03 Bidding or Negotiating Phase (TO BE AUTHORIZED AT A LATER DATE)
A. After acceptance by OWNER of the Bidding Documents and the most recent opinion of probable
Construction Cost as determined in the Final Design Phase, and upon written authorization by OWNER to proceed,
ENGINEER shall:
1. Furnish the number of copies of the Plans and Specifications as required by prospective bidders and
furnishers of material and equipment. All sets of plans and specifications are to be paid for separately under
Exhibit B as an Additional Service.
Page 2 of 8
(Exhibit A)
2. Assist OWNER in advertising for and obtaining bids or negotiating proposals for the Work and, where
applicable, maintain a record of prospective bidders to whom Bidding Documents have been issued, attend pre -
Bid conferences, if any, and receive and process Contractor deposits or charges for the Bidding Documents.
3. Issue Addenda as appropriate to clarify, correct, or change the Bidding Documents.
4. Consult with OWNER as to the acceptability of subcontractors, suppliers, and other individuals and
entities proposed by Contractor for those portions of the Work as to which such acceptability is required by the
Bidding Documents.
5. Attend the Bid opening, prepare Bid tabulation sheets, and assist OWNER in evaluating Bids or
proposals and in assembling and awarding contracts for the Work.
B. The Bidding or Negotiating Phase will be considered complete upon commencement of the Construction
Phase or upon cessation of negotiations with prospective Contractors.
A1.04 Construction Phase (TO BE AUTHORIZED AT A LATER DATE)
A. Upon successful completion of the Bidding and Negotiating Phase, and upon written authorization from
OWNER, ENGINEER shall:
1. General Administration of Construction Contract. Consult with OWNER and act as OWNER's
representative as provided in the General Conditions.
2. Resident Project Representative (RPR). Provide the services of an RPR at the Site to assist the
ENGINEER and to provide more extensive observation of Contractor's work. The furnishing of such RPR's
services will not extend ENGINEER's responsibilities or authority. beyond the specific limits set forth elsewhere
in the Agreement. The performance of the RPR is not included in the ENGINEER's basic fee and may be
performed by the ENGINEER, by agreement with the OWNER, in which case compensation shall be determined
by applicable portions of Exhibit B.
3. Selecting Independent Testing Laboratory. Assist OWNER in the selection of an independent testing
laboratory. The performance of these investigations and tests is not included in the ENGINEER's basic fee and
may be performed by the ENGINEER, by agreement with the OWNER, in which case compensation shall be
determined by applicable portions of Exhibit B.
4. Pre -Construction Conference. Conduct a Pre -Construction Conference prior to commencement of
Work at the Site.
5. Baselines and Benchmarks. As appropriate, establish baselines and benchmarks for locating the Work
which in ENGINEER's judgment are necessary to enable Contractor to proceed. The performance of field
surveys is not included in the ENGINEER's basic fee and may be performed by the ENGINEER, by agreement
with the OWNER, in which case compensation shall be determined by applicable portions of Exhibit B.
6. Visits to Site and Observation of Construction, In connection with observations of Contractor's work in
progress while it is in progress:
a. Make visits to the Site at intervals appropriate to the various stages of construction, as ENGINEER
deems necessary, in order to observe as an experienced and qualified design professional the progress and
quality of the Work. Such visits and observations by ENGINEER, and the Resident Project Representative,
if any, are not intended to be exhaustive or to extend to every aspect of Contractor's work in progress or to
involve detailed inspections of Contractor's work in progress beyond the responsibilities specifically
Page 3 of 8
(Exhibit A)
PART 1
assigned to ENGINEER in this Agreement and the Contract Documents, but rather are to be limited to spot
checking, selective sampling, and similar methods of general observation of the Work based on
ENGINEER's exercise of professional judgment as assisted by the Resident Project Representative, if any.
Based on information obtained during such visits and such observations, ENGINEER will determine in
general if Contractor's work is proceeding in accordance with the Contract Documents, and ENGINEER
shall keep OWNER informed of the progress of the Work.
b. ENGINEER shall not, during such visits or as a result of such observations of Contractor's work in
progress, supervise, direct, or have control over Contractor's work, nor shall ENGINEER have authority
over or responsibility for the means, methods, techniques, sequences, or procedures of construction selected
by Contractor, for safety precautions and programs incident to Contractor's work, or for any failure of
Contractor to comply with Laws and Regulations applicable to Contractor's furnishing and performing the
Work. Accordingly, ENGINEER neither guarantees the performance of any Contractor nor assumes
responsibility for any Contractor's failure to furnish and perform its work in accordance with the Contract
Documents.
7. Defective Work. Recommend to OWNER that Contractor's work be disapproved and rejected while it
is in progress if, on the basis of such observations, ENGINEER believes that such work will not produce a
completed Project that conforms generally to the Contract Documents or that it will prejudice the integrity of the
design concept of the completed Project as a functioning whole as indicated in the Contract Documents.
8. Clarifications and Interpretations; Field Orders. Issue necessary clarifications and interpretations of
the Contract Documents as appropriate to the orderly completion of Contractor's work. Such clarifications and
interpretations will be consistent with the intent of and reasonably inferable from the Contract Documents.
ENGINEER may issue Field Orders authorizing minor variations from the requirements of the Contract
Documents.
9. Change orders and Work Change Directives. Recommend Change Orders and Work Change
Directives to OWNER, as appropriate, and prepare Change Orders and Work Change Directives as required.
10. Shop Drawings and Samples. Review and approve or take other appropriate action in respect to Shop
Drawings and Samples and other data which Contractor is required to submit, but only for conformance with the
information given in the Contract Documents and compatibility with the design concept of the completed Project
as a functioning whole as indicated in the Contract Documents. Such reviews and approvals or other action will
not extend to means, methods, techniques, sequences or procedures of construction or to safety, precautions and
programs incident thereto.
11. Substitutes and "or -equal." Evaluate and determine the acceptability of substitute or "or -equal"
materials and equipment proposed by Contractor.
12. Inspections and Tests. Require such special inspections or tests of Contractor's work as deemed
reasonably necessary, and receive and review all certificates of inspections, tests, and approvals required by Laws
and Regulations or the Contract Documents. ENGINEER's review of such certificates will be for the purpose of
determining that the results certified indicate compliance with the Contract Documents.
13. Disagreements between OWNER and Contractor. Render formal written decisions on all claims of
OWNER and Contractor relating to the acceptability of Contractor's work or the interpretation of the
requirements of the Contract Documents pertaining to the execution and progress of Contractor's work. In
rendering such decisions, ENGINEER shall be fair and not show partiality to OWNER or Contractor and shall
not be liable in connection with any decision rendered in good faith in such capacity.
14. Applications for Payment. Based on ENGINEER's observations as an experienced and qualified
design professional and on review of Applications for Payment and accompanying supporting documentation:
Page 4 of 8
(Exhibit A)
a. Determine the amounts that ENGINEER recommends Contractor be paid. Such recommendations
of payment will be in writing and will constitute ENGINEER's representation to OWNER, based on such
observations and review, that, to the best of ENGINEER's knowledge, information and belief, Contractor's
work has progressed to the point indicated, the quality of such work is generally in accordance with the
Contract Documents (subject to an evaluation of the Work as a functioning whole prior to or upon
Substantial Completion, to the results of any subsequent tests called for in the Contract Documents and to
any other qualifications stated in the recommendation), and the conditions precedent to Contractor's being
entitled to such payment appear to have been fulfilled in so far as it is ENGINEER's responsibility to
observe Contractor's work. In the case of unit price work, ENGINEER's recommendations of payment will
include final determinations of quantities and classifications of Contractor's work (subject to any subsequent
adjustments allowed by the Contract Documents).
15. Contractor's Completion Documents.
a. Receive and review maintenance and operating instructions, schedules, and guarantees.
b. Receive bonds, certificates, or other evidence of insurance not previously submitted and required
by the Contract Documents, certificates of inspection, tests and approvals, Shop Drawings, Samples,
annotated record drawings, and other data which are to be assembled by Contractor in accordance with the
Contract Documents to obtain final payment.
c. ENGINEER shall transmit these documents to OWNER.
16. Substantial Completion. Promptly after notice from Contractor that Contractor considers the entire
Work ready for its intended use, in company with OWNER and Contractor, conduct an inspection to determine if
the Work is Substantially Complete. If after considering any objections of OWNER, ENGINEER considers the
Work Substantially Complete, ENGINEER shall deliver a certificate of Substantial Completion to OWNER and
Contractor.
17. Final Notice of Acceptability of the Work. Conduct a final inspection to determine if the completed
Work of Contractor is acceptable so that ENGINEER may recommend, in writing, final payment to Contractor.
B. Duration of Construction Phase. The Construction Phase will commence with the execution of the first
Construction Agreement for the Project or any part thereof and will terminate upon written recommendation by
ENGINEER for final payment to Contractors. If the Project involves more than one prime contract, Construction
Phase services may be rendered at different times in respect to the separate contracts.
C. Limitation of Responsibilities. ENGINEER shall not be responsible for the acts or omissions of any
Contractor, or of any of their subcontractors, suppliers, or of any other individual or entity performing or furnishing
any of the Work. ENGINEER shall not be responsible for failure of any Contractor to perform or furnish the Work
in accordance with the Contract Documents.
Page 5 of 8
(Exhibit A)
PART 1
a. Determine the amounts that ENGINEER recommends Contractor be paid. Such recommendations
of payment will be in writing and will constitute ENGINEEWs representation to OWNER, based on such
observations and review, that, to the best of ENGINEEWs knowledge, information and belief, Contractor's
work has progressed to the point indicated, the quality of such work is generally in accordance with the
Contract Documents (subject to an evaluation of the Work as a functioning whole prior to or upon
Substantial Completion, to the results of any subsequent tests called for in the Contract Documents and to
any other qualifications stated in the recommendation), and the conditions precedent to Contractor's being
entitled to such payment appear to have been fulfilled in so far as it is ENGINEER's responsibility to
observe Contractor's work. In the case of unit price work, ENGINEER's recommendations of payment will
include final determinations of quantities and classifications of Contractor's work (subject to any subsequent
adjustments allowed by the Contract Documents).
15. Contractor's Completion Documents.
a. Receive and review maintenance and operating instructions, schedules, and guarantees.
b. Receive bonds, certificates, or other evidence of insurance not previously submitted and required
by the Contract Documents, certificates of inspection, tests and approvals, Shop Drawings, Samples,
annotated record drawings, and other data which are to be assembled by Contractor in accordance with the
Contract Documents to obtain final payment.
c. ENGINEER shall transmit these documents to OWNER.
16. Substantial Completion. Promptly after notice from Contractor that Contractor considers the entire
Work ready for its intended use, in company with OWNER and Contractor, conduct an inspection to determine if
the Work is Substantially Complete. If after considering any objections of OWNER, ENGINEER considers the
Work Substantially Complete, ENGINEER shall deliver a certificate of Substantial Completion to OWNER and
Contractor.
17. Final Notice of Acceptability of the Work. Conduct a final inspection to determine if the completed
Work of Contractor is acceptable so that ENGINEER may recommend, in writing, final payment to Contractor.
Accompanying the recommendation for final payment, ENGINEER shall also provide a notice in the form
attached hereto as Exhibit D (the "Notice of Acceptability of Work") that the Work is acceptable to the best of
ENGINEER's knowledge, information, and belief and based on the extent of the services provided by
ENGINEER under this Agreement.
B. Duration of Construction Phase. The Construction Phase will commence with the execution of the first
Construction Agreement for the Project or any part thereof and will terminate upon written recommendation by
ENGINEER for final payment to Contractors. If the Project involves more than one prime contract, Construction
Phase services may be rendered at different times in respect to the separate contracts.
C. Limitation of Responsibilities. ENGINEER shall not be responsible for the acts or omissions of any
Contractor, or of any of their subcontractors, suppliers, or of any other individual or entity performing or furnishing
any of the Work. ENGINEER shall not be responsible for failure of any Contractor to perform or furnish the Work
in accordance with the Contract Documents.
Page 5 of 8
(Exhibit A)
EXHIBIT A - PART 2 -- ADDITIONAL SERVICES
A2.01 Additional Services Requiring OWNER's Authorization in Advance
A. If authorized in writing by OWNER, ENGINEER shall furnish or obtain from others Additional Services of
the types listed below. These services will be paid for by OWNER as indicated in Article 4 of the Agreement.
1. Providing design and/or construction surveys and staking to enable ENGINEER to perform its services
and Contractor to perform his work, and any type of property surveys or related engineering services needed for
the transfer of interests in real property; and providing other special field surveys.
2. Services of a Resident Project Representative and other field personnel, as required, for on -the -site
observation of construction and for construction layout surveys.
3. Soil and foundation investigations, including field and laboratory tests, borings, related engineering
analysis and recommendations.
4. Preparing and furnishing to OWNER Record Drawings showing appropriate record information based
on Project annotated record documents received from Contractor.
5. Post -Construction Phase. The Post -Construction Phase includes, providing assistance in connection
with the testing and adjusting of Project equipment or systems; Assisting OWNER in training OWNER's staff to
operate and maintain Project, equipment, and systems; Assisting OWNER in developing procedures for control
of the operation and maintenance of, and record keeping for Project equipment and systems; visiting the Project
with the OWNER to observe any apparent defects in the Work, assist OWNER in consultations and discussions
with Contractor concerning correction of any such defects, and make recommendations as to replacement or
correction of Defective Work, if present; and in company with OWNER or OWNER's representative, provide an
inspection of the Project within one month before the end of the Correction Period to ascertain whether any
portion of the Work is subject to correction.
6. Preparation of applications and supporting documents (in addition to those furnished under Basic
Services) for private or governmental grants, loans or advances in connection with the Project; preparation or
review of environmental assessments and impact statements; review and evaluation of the effects on the design
requirements for the Project of any such statements and documents prepared by others; and assistance in
obtaining approvals of authorities having jurisdiction over the anticipated environmental impact of the Project.
7. Services to make measured drawings of or to investigate existing conditions or facilities, or to verify
the accuracy of drawings or other information furnished by OWNER.
8. Services resulting from significant changes in the scope, extent, or character of the portions of the
Project designed or specified by ENGINEER or its design requirements including, but not limited to, changes in
size, complexity, OWNER's schedule, character of construction, or method of financing; and revising previously
accepted studies, reports, Drawings, Specifications, or Contract Documents when such revisions are required by
changes in Laws and Regulations enacted subsequent to the Effective Date of this Agreement or are due to any
other causes beyond ENGINEER's control.
9. Services required as a result of OWNER's providing incomplete or incorrect Project information.
10. Providing renderings or models for OWNER's use.
Page 6 of 8
(Exhibit A)
11. Undertaking investigations and studies including, but not limited to, detailed consideration of
operations, maintenance, and overhead expenses; the preparation of feasibility studies, cash flow and economic
evaluations, rate schedules, and appraisals; assistance in obtaining financing for the Project; evaluating processes
available for licensing, and assisting OWNER in obtaining process licensing; detailed quantity surveys of
materials, equipment, and labor; and audits or inventories required in connection with construction performed by
OWNER.
12. Furnishing services of ENGINEER's Consultants for other than Basic Services.
13. Services during out-of-town travel required of ENGINEER other than for visits to the Site or
OWNER's office.
14. Preparing for, coordinating with, participating in and responding to structured independent review
processes, including, but not limited to, construction management, cost estimating, project peer review, value
engineering, and constructibility review requested by OWNER; and performing or furnishing services required to
revise studies, reports, Drawings, Specifications, or other Bidding Documents as a result of such review
processes.
15. Preparing additional Bidding Documents or Contract Documents for alternate bids or prices requested
by OWNER for the Work or a portion thereof. i
16. Determining the acceptability of substitute materials and equipment proposed during the Bidding or
Negotiating Phase when substitution prior to the award of contracts is allowed by the Bidding Documents.
17. Assistance in connection with Bid protests, rebidding, or renegotiating contracts for construction,
materials, equipment, or services.
18. Providing Construction Phase services beyond the Contract Times set forth in Exhibit B.
19. Providing assistance in resolving any Hazardous Environmental Condition in compliance with current
Laws and Regulations.
20. Preparation of operation and maintenance manuals.
21. Preparing to serve or serving as a consultant or witness for OWNER in any litigation, arbitration or
other dispute resolution process related to the Project.
22. Providing more extensive services required to enable ENGINEER to issue notices or certifications
requested by OWNER.
23. Services in connection with Work Change Directives and Change Orders to reflect changes requested
by OWNER so as to make the compensation commensurate with the extent of the Additional Services rendered.
24. Services in making revisions to Drawings and Specifications occasioned by the acceptance of substitute
materials or equipment other than "or -equal" items; and services after the award of the Construction Agreement
in evaluating and determining the acceptability of a substitution which is found to be inappropriate for the Project
or an excessive number of substitutions.
Page 7 of 8
(Exhibit A)
l `
25. Services resulting from significant delays, changes, or price increases occurring as a direct or indirect
result of materials, equipment, or energy shortages.
26. Additional or extended services during construction made necessary by (1) emergencies or acts of God
endangering the Work, (2) an occurrence of a Hazardous Environmental Condition, (3) Work damaged by fire or
other cause during construction, (4) a significant amount of defective, neglected, or delayed work by Contractor,
(5) acceleration of the progress schedule involving services beyond normal working hours, or (6) default by
Contractor.
27. Services in connection with any partial utilization of any part of the Work by OWNER prior to
Substantial Completion.
28. Evaluating an unreasonable claim or an excessive number of claims submitted by Contractor or others
in connection with the Work.
29. Other services performed or furnished by ENGINEER not otherwise provided for in this Agreement.
30. Reimbursable expenses associated with providing additional services.
Page 8 of 8
(Exhibit A)
Resolution No. 2005-R0024
January 13, 2005
Item No. 15
City of Lubbock
Pump Station 10 Groundwater Treatment Plant
Scope of Work — Design Memorandum
I. Water Quality Characterization
Existing water quality data, assumed to be in electronic form, will be reviewed.
Quality data to be provided will list parameters that are of concern from the
regulatory perspective, as well as those constituents that could impact treatment
processes such as dissolved oxygen, dissolved gas, nature of any Fe, Mn and sulfide
present in the water source.
The preliminary basis used for the development of this scope is that the water is
characterized by high fluoride (up to 10 mg/L) and TDS (up to 900 mg/L) and that the
primary objective is to reduce fluoride levels to 2 mg/L. Removal of TDS is not a
concern as water from the distribution system with which the treated water will likely
be blended has higher TDS concentration than the groundwater, based upon existing
data from the one test well.
II. Regulatory Review and Treated Water Quality Goals
Based on the water quality data gathered, the required treatment goals will be
established. The treatment goals will be based on the existing and anticipated
regulations. In addition, any necessary pretreatment required for optimal
performance of the proposed treatment processes will be identified.
III. Preliminary Process Selection
Several initial treatment alternatives will be selected for further evaluation based on
the raw water quality and treated water quality criteria. A preliminary paper study
will be conducted to evaluate these various alternatives and to select the most
promising technologies.
IV. Meeting with TCEQ and City of Lubbock
A meeting/workshop will be conducted with TCEQ and the City for final selection of
the treatment process(es).
V. Preliminary Process Design
Preliminary process design for the selected treatment configurations will be
conducted. The primary objective of this design effort is to provide preliminary
information for cost estimation purposes. In particular, the effort will focus on the
nature and degree of any pretreatment required, as well as various membrane options
determined to be applicable, such as Nanofiltration, Reverse Osmosis or Electro
Dialysis Reversal. In addition, and depending on the water quality, the necessity for
pilot testing will be determined.
Required post -treatment will also be identified depending on the selected treatment
process. For instance, if NF/RO is selected as the viable alternative, adequate post-
treatment is essential to ensure that the permeate is adequately conditioned to be in
equilibrium with the existing water in the distribution system. It is assumed that the
City will provide typical water quality data of their distribution system water that is
discharged in the storage reservoir to facilitate post -treatment requirements. In
addition, disinfection requirements (both in terms of CT requirements as well as type
of disinfectant) will be evaluated.
Brine disposal is anticipated to be to the local wastewater plant via the municipal
sanitary sewer system adjacent to the Project site. The study will characterize the
concentrate water quality and flow volume. Its impact on wastewater effluent will be
evaluated based on a mass balance basis.
VI. Pilot Study (as determined to be necessary)
If it is determined that a pilot study is essential (for example, if raw water quality
indicates need for elaborate pretreatment, the use of an alternative fluoride removal
process such as activated alumina, etc. may be necessary), a protocol will be
developed under a separate scope.
VII. Refine Water Treatment Plant Production Capacity
Identify in coordination with the City the production capacity of the planned
facilities, based on the likely sustained production rates and quality characteristics of
the individual production wells.
VIII. Plant Siting Considerations
Review existing site constraints for location of the facility, including required
property line setbacks, existing utilities and neighborhood screening requirements.
Develop area requirements of the various facilities and prepare preliminary siting of
the facility on the planned location.
IX. Preparation of Design Memorandum
Provide preliminary cost opinion for specialized equipment such as RO, including
initial cost, operating cost and replacement costs. Identify frequency of equipment
replacement as well as anticipated equipment delivery times. Develop overall cost
information including required civil, electrical, structural, architectural and
mechanical components. Develop design and construction schedule and incorporate
information into a Design Memorandum to provide the basis for subsequent work
items. Review Design Memorandum with City.
X. Public Meetings
It is anticipated that two meetings with the affected public in the vicinity of the
Project Site will be necessary during the preparation of the Design Memorandum.
The purpose of the meetings will be to address concerns associated with architectural
and other aspects of the Project. Information will be prepared and alternatives
presented related to siting issues, height restrictions, visual barriers, etc.
XI. Schedule for Completion
Attached is a schedule for completion of services associated with the preparation of
the Design Memorandum. Also shown on the schedule is a preliminary estimate for
subsequent phases of the project through construction of the facilities.
II} °Task Name Duration Start
�1 Groundwater Supply Assistance--DBS 120 days Mon Ili7105
2 p. Review of proposed we'I ;ocations 10 days Mon 1/17/05
3 0 Observation during well drilling 20 days Mon 1/31/05
4 Review of well production, quality data 50 days Mon 2/21/05
s
5 0, Modeling for sustainability, quality issues 65 days Mon 3/28/05
6 n�i"' Recommendations to City 5 days Mon 6/27/05
7 Water Treatment Plant 649 days Tue 211105
8 Design Memorandum 184 days Tue 211105
9 Kickoff Meeting 1 day Tue 211/05
10 Identify quality impacts on treatment needs 60 days Wed 2/2105
11 Regulatory review and treated water quality goals 10 days Wed 4/27/05
12 Preliminary process selection 20 days Wed 5/11/05
13 Meeting with TCEQ and City of Lubbock 1 day Wed 618/05
14 Identify disinfection, CT requirements 5 days Thu 6/9105
15 Preliminary process design 20 days Thu 6/16105
I Refine wtp production capacity with City 10 days Thu 7/14/05
17 Review site constraints 5 days Thu 7/28/05
18 Preliminary sizing of facilities 10 days Thu 8/4105
19 Initial neighborhood meeting 1 day Thu 8/18105
20 Refine architectural constraints 5 days Fri 8119105
21 Preliminary siting of facilities 10 days Fri 8/26/05
22 Second neighborhood meeting 1 day Fri 9/9105
23 Preparation of Design Memorandum 20 days Mon 9/12/05
24 Review with City 5 days Mon 10/10/05
25 Design and Bid Phase 255 days Mon 10/17/05
26 Coordinate geotechnical investigations 20 days Mon 10/17/05
27 Layout and design of facilities 30 days Mon 11/14/05
28 Review with Owner 5 days Mon 12/26/05
29 Final design of facilities 40 days Mon 1/2106
30 Review with Owner 5 days Mon 2/27106
31 Revisions as necessary 15 days Mon 3/6106
32 TCEQ submittal and review 40 days Mon 3/27/06
33 Coordinate bid documents with City 10 days Mon 5/22/06
34 Bid Phase 30 days Mon 6/5/06
35 Bid Review and Award 60 days Mon 7/17106
36 Construction Phase 200 days Mon 1019106
37 Project Close -Out 10 days Mon 7/16107
Resolution No. 2005-R0024
City of Lubbock PS 10 Ground Water Treatment Plant January 13, 2005
Finish 12005 2006 7
Dec Jan_ Feb Mar_ A r : Ma Jun Jul Aug Sep. Oct .Nov Dec I Jan Feb_I Mar LApr JMpy L49njJul Aug 15ep .Oct Nov Dec Jan Feb Mar_Apr krrpy_Jun Jul ,Aug
Fri 711105
Fri 1128/05 Q
Fri 2125/05
Fri 4/29/05
I
Fri 6124/05
:. .. Ji
Fri 7/1105 7T
Fri 7127107
Fri 10114/05
Tue 2/1/05
Tue 4/26/05
Tue 5/10/05
Tue 617105
Wed 618105
Wed 6/15/05
Wed 7113105
Wed 7/27/05
Wed 8/3/05
Wed 8/17/05
Thu 8/1a105
Thu 8125105
Thu 9/8105
Fri 9/9/05
Fri 10/7/05
Fri 10/14/05 1
Fri 1016106
Fri 11/11/05
Fri 12/23/05
Fri 12/30/05
Fri 2/24/06
Fri 3/3106
Fri 3/24106
Fri 5/19106
Fri 6/2/06
Fri 7/14/06
I
Fri 1016106
Fri 7113107
Fri 7/27/07
j: .
Page 1
EXHIBIT B
PAYMENTS TO ENGINEER
LUMP SUM METHOD
Resolution No. 2005-R0024
January 13, 2005
Item No. 15
Article 4 of the Agreement is amended and supplemented to include the following agreement of the parties:
ARTICLE 4 -- PAYMENTS TO THE ENGINEER
B4.01 For Basic Services Having A Determined Scope --Lump Sum Method of Payment
A. OWNER shall pay ENGINEER for Basic Services set forth in Exhibit A -Part I, as follows:
1. A Lump Sum amount of $ 112 5 based on the following distribution of compensation:
a. Design Memorandum
b. Design Phase
c. Bidding and Negotiating Phase
d. Construction Phase
$ 112,500
$ To be Negotiated at a Later Date
$ To be Negotiated at a Later Date
$ To be Negotiated at a Later Date
2. The Lump Sum includes compensation for ENGINEER's services and services of ENGINEER's Consultants, if any.
Appropriate amounts have been incorporated in the Lump Sum to account for labor, overhead, profit, and Direct Expenses.
3. The portion of the Lump Sum amount billed for ENGINEER's services will be based upon ENGINEER's estimate of
the proportion of the total services actually completed during the billing period to the Lump Sum.
4. The Lump Sum is conditioned on Construction Contract Times to complete the Work not exceeding thirty ( 30)
months. Should the Construction Contract Times to complete the Work be extended beyond this period, the total compensation
to ENGINEER shall be appropriately adjusted.
5. If more prime contracts are awarded for Work designed or specified by ENGINEER for this Project than identified in
Exhibit A - Part 1, the ENGINEER shall be compensated an additional amount equal to $ * for all Basic Services for
each prime contract added.
*To be negotiated if required.
B4.02 For Authorized Additional Services --Standard Hourly Rates Method of Payment.
A. OWNER shall pay ENGINEER for authorized Additional Services set forth in Exhibit A - Part 2 as follows:
1. For labor on an hourly rate basis in accordance with Appendix 1.
2. For reimbursable expenses, on the basis of cost times a factor of 1.15 .
B. The hourly rate schedule will be adjusted each January Ist to reflect cost of living adjustments.
Page of _ pages
Sheet B-1 (Exhibit B - Payments to Engineer -- Lump Sum Method)
APPENDIX 1
Current Hourly Rate Schedule
Client:
Project:
Contract/Proposal Date:
Classification Hourly Rate
PROFESSIONAL LEVEL VII
Engineer VI
Architect VIII
Landscape Architect VIII
PROFESSIONAL LEVEL VI
Engineer VI
Architect VI
Landscape Architect VII
PROFESSIONAL LEVEL V
Engineer V
Architect VI
Landscape Architect VI
PROFESSIONAL LEVEL IV
Engineer IV
Architect V
Landscape Architect V
PROFESSIONAL LEVEL III
Engineer III
Architect IV
Interior Designer V
Engineering Technologist IV
Resident Project Representative IV
Landscape Architect IV
PROFESSIONAL LEVEL If
Engineer 1/II
Architect III
Interior Designer IV
Engineering Technologist III
Resident Project Representative III
Landscape Architect III
Direct Expenses
Parkhill, Smith & Cooper, Inc.
Hourly Rate Schedule
Current through December 31, 2005
January 1, 2005
Classification Hourly Rate
143.00 PROFESSIONAL LEVEL 1 66.00
Intern (Architect)1/II
Interior Designer III
Intern (Interiors) II
Engineering Technologist l/ll
118.00 Resident Project Representative 1/II
CADD Manager V
SUPPORT STAFF III 63.00
Engineering Technician III/IV
101.00 CADD IV
Administrative Secretary III
SUPPORT STAFF II 53.00
Accounting Clerk
88.00 CADD
Clerical
Engineering Technician 1/II
Administrative Secretary I / II
79.00 SUPPORT STAFF 1 32.00
Accounting Clerk Trainee
CADD Trainee
Clerical Trainee
71.00
Reimbursement for direct expenses, as listed below, incurred In connection with the services, will be at cost plus fifteen
percent for Items such as:
1. Maps, photographs, postage, toll telephone, reproductions, printing, equipment rental, and special supplies related
to the services.
2. Consultants, soils engineers, surveyors, contractors, and other outside services.
3. Rented vehicles, local public transportation and taxis, travel, and subsistence.
4. Special or job speck fees, insurance, permits, and licenses applicable to the work services.
S. Outside computer processing, computation, and proprietary programs purchased for the services.
Rate for professional staff for legal proceedings or as expert witnesses will be a rate one and one-half times the Hourly
Rates specified above.
Excise and gross receipts taxes, if any, will be added as a direct expense.
The foregoing Schedule of Charges is incorporated into the agreement for the services provided, effective January 1,
2005 through December 31, 2005. After December 31. 2005, invoices will reflect the Schedule of Charges currently in
effect.