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HomeMy WebLinkAboutResolution - 2006-R0236 - Professional Services Contract - Parkhill, Smith & Cooper - 05/25/2006Resolution No. 2006-RO236 May 25, 2006 Item No. 5.14 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 sign for and on behalf of the City of Lubbock, a Contract by and between the City of Lubbock and Parkhill, Smith & Cooper, Inc., for professional engineering services, and all related documents. Said Contract is attached hereto and incorporated in this resolution as if fully set forth herein and shall be included in the minutes of the City Council. Passed by the City Council this 25th day of May , 2006. DAVID A. MILLER, MAYOR' ATTEST: becca Gar4a, City Secretary APPROVED AS TO CONTENT: Adams, Deputy City Manager APPROVED AS TO FORM: Knight, Ascent CiWAttomey ml/ccdocs/Parkhill Smith & Cooper.res May 16, 2006 Resolution No. 2006-RO236 May 25, 2006 Item No. 5.14 PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement ("Agreement") is entered into this 25th day of May , 2006, by and between the City of Lubbock (the "City"), a Texas home rule municipal corporation, and Parkhill Smith & Cooper, Inc. (the "Engineer"), a Texas corporation. WITNESSETH WHEREAS, Engineer has substantial skill and experience in the design and professional construction oversight of public water supply wells and related infrastructure necessary to increase groundwater production in the Sandhills Well Field (the "Project"), and more specifically described as follows: City intends to expand its Sandhills Well Field in Bailey County by approximately 10 to 12 million gallons per day of groundwater production through the construction of additional wells, along with the necessary connecting pipelines, electrical distribution supply, access roadways, and associated appurtenances. Engineer is to assist City in the location of proposed well sites based on water quality and quantity constraints, as well as those due to the effects of long-term pumping of the well field. The feasibility of replacement of existing wells with new wells will be evaluated to determine potential savings in infrastructure costs. It is anticipated that 20 to 24 additional wells will be included as part of the Project; WHEREAS, the City desires to contract with Engineer to perform services related to the Project and Engineer desires to provide the services related to same. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City and Engineer agree as follows: Professional Services Agreement Page 1 of 30 1.01 2.01 2.02 3.01 ARTICLE I Services Engineer shall conduct all activities and within such time frames, as set forth on Exhibit "A-1" and Exhibit "A-2", "Scope of Services" and "Detailed Scope of Services", respectively, attached hereto (the "Services"). ARTICLE II Compensation and Term The consideration to be paid for the Services to be provided the City as described in Article I (which includes the Basic Fee and the Additional Fee, as described in Exhibit "B") shall be as described in Exhibit `B". Fees for the Services shall be invoiced to the City monthly for that portion of the Services performed by Engineer during the preceding month. Said fees shall be payable by the City within thirty (30) days of receipt of the invoice. This Agreement shall expire on Dec. 31, 2008 . Additionally, the City may terminate this Agreement by providing written notice to Engineer at least thirty (30) days prior to the effective date of termination as provided in such notice. In the event this Agreement is so terminated, the City shall pay Engineer only for services actually performed by Engineer up to and including the date the Engineer is deemed to have received the City's notice of termination. ARTICLE III Independent Contractor It is understood and agreed that Engineer is to perform the Services in a sound and professional manner and exercising the degree of care, skill and diligence in the Professional Services Agreement Page 2 of 30 4.01 performance of the Services as is exercised by a professional engineer under similar circumstances and Engineer hereby warrants to the City that the Services shall be so performed. Further, Engineer is and shall be considered at all times an independent contractor under this Agreement and/or in its service; hereunder. During the performance of the Services under this Agreement, Engineer and Engineer's employees will not be considered, for any purpose, employees or agents of the City within the meaning or the application of any federal, state or local law or regulation, including without limitation, laws, rules or regulations regarding or related to unemployment insurance, old age benefits, workers compensation, labor, personal injury or taxes of any kind. ARTICLE IV Events of Default/Remedies a. City's Defaults/Engineer's Remedies. In the event the City shall default in the performance of any term or provision of this Agreement for any reason other than failure by Engineer to perform hereunder, Engineer may, if said default shall be continuing after ten (10) days notice of such default is delivered to the City, exercise any right or remedy available to it by law, contract, equity or otherwise. b. Engineer's Defaults/City's Remedies. In the event Engineer shall default in the performance of any term or provision of this Agreement for any reason other than failure by the City to perform hereunder, the City may, if said default shall be continuing after ten (10) days notice of such default is delivered to Engineer, exercise any right or remedy available to it by law, contract, equity or otherwise, including without limitation, specific performance and/or the right to terminate this Agreement without additional notice. Professional Services Agreement Page 3 of 30 The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. ARTICLE V Insurance/Indemnity 5.01 Engineer shall procure and carry, at its sole cost and expense through the life of this Agreement, insurance protection as hereinafter specified, in form and substance satisfactory to City, carried with an insurance company authorized to transact business in the state of Texas, covering all aspects and risks of loss of all operations in connection with this Agreement, including without limitation, the indemnity obligations set forth herein. Engineer shall obtain and maintain in full force and effect during the term of this Agreement, commercial general liability, professional liability and automobile liability coverage with insurance carriers admitted to do business in the state of Texas. The insurance companies must carry a Best's Rating of A-VII or better. The policies shall be written on an occurrence basis, subject to the following minimum limits of liability: Commercial General Liability: Combined Single Limit: Professional Liability: Combined Single Limit: Automobile Liability: Combined Single Limit for any auto: $1,000,000 $1,000,000 $300,000 Per Occurrence The City shall be listed as a primary additional insured with respect to the Automobile Liability and Commercial General Liability and shall be granted a waiver of subrogation Professional Services Agreement Page 4 of 30 under the Automobile Liability and Commercial General Liability insurance policies. Engineer will provide a Certificate of Insurance to the City as evidence of coverage. The Certificate will provide 30 days notice of cancellation. A copy of the additional insured endorsement and waiver of subrogation attached to the policies will be included in the certificate. In addition to the above required insurance, Engineer. shall elect to obtain worker's compensation coverage pursuant to Section 406.002 of the Texas Labor Code with a minimum limit of $500,000. Further, Engineer shall maintain said coverage throughout the term of this Agreement and shall comply with all provisions of Title 5 of the Texas Labor Code to ensure that the Engineer maintains said coverage. The Engineer may maintain Occupational Accident and Disability Insurance in lieu of Worker's Compensation. In either event, the policy must be endorsed to include a waiver of subrogation in favor of the City of Lubbock. If at any time during the life of the Agreement or any extension hereof, Engineer fails to maintain the required insurance in full force and effect, Engineer shall be in breach hereof and all work under the Agreement shall be discontinued immediately. Engineer shall indemnify and hold City and City's elected officials, officers, agents, employees and independent contractors harmless, to the fullest extent permitted by law, from and against any and all claims, demands, damages, costs, liabilities and expenses, and including reasonable attorney's fees, as a result of, related to, arising from, or related to Engineer's negligent, of any kind, type or degree, performance of professional services under this Agreement and that of its subconsultants or anyone for whom the Engineer is legally liable. Professional Services Agreement Page 5 of 30 ARTICLE VI Miscellaneous 6.01 Engineer shall comply with all laws, statutes, regulations, ordinances, and rules in effect as of the date of execution of this Agreement (the "Laws and Regulations"). Design changes made necessary by newly enacted laws, codes and regulations after the date of the execution of this Agreement by City shall entitle the Engineer to a reasonable adjustment in the schedule and additional compensation in accordance with the Additional Services provisions of this Agreement. 6.02 Any notice required by this Agreement shall be deemed to be properly served, if (i) provided in person or by telephonic facsimile; or (ii) deposited in the United States mail by certified letter, return receipt requested, addressed to the recipient at recipient's address shown below, subject to the right of either party to designate a different address by notice given in the manner just described. Notice shall be deemed to be received when delivered if provided in person or by telephonic facsimile or, if deposited in the United States mail, as set forth above, three (3) days after depositing such notice in the United States mail, as set forth above. For City: Bruce Blalack, Water Treatment Superintendent, or successor City of Lubbock P.O. Box 2000 Lubbock, Texas 79457 Facsimile: 806-763-9824 And Thomas Adams, Deputy City Manager, or successor City of Lubbock P.O. Box 2000 Lubbock, Texas 79457 Professional Services Agreement Page 6 of 30 Facsimile: 806-775-2051 For Engineer: John S. Kelley, P.E. Firm Principal Parkhill Smith & Cooper 4222 85th Street Lubbock, Texas 79423 Facsimile No. 806-473-3500 6.03 THIS AGREEMENT IS TO BE CONSTRUED UNDER TEXAS LAW WITHOUT REGARD TO CONFLICT OF LAW RULES THAT WOULD DIRECT APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. THE OBLIGATIONS OF THE PARTIES CREATED BY THIS AGREEMENT ARE PERFORMABLE, AT LEAST IN PART, IN LUBBOCK COUNTY, TEXAS. VENUE FOR ANY ACTION BROUGHT PURSUANT TO THIS AGREEMENT, OR ACTIVITY CONTEMPLATED HEREBY, SHALL EXCLUSIVELY BE IN LUBBOCK COUNTY, TEXAS. 6.04 This Agreement represents the entire and sole agreement between the City and Engineer with respect to the subject matter hereof and supersedes any and all prior negotiations, understandings, representations or other agreements, whether written or oral. This Agreement may not be modified or amended except in writing and duly executed by each party hereto. 6.05 Nothing contained herein shall be construed to imply a joint venture, joint enterprise, partnership or principal — agent relationship between Engineer and the City. 6.06 If any provision of this Agreement is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary to render it valid and enforceable so long as said modification is reasonably within the intent of the parties as originally Professional Services Agreement Page 7 of 30 expressed. In the event such provision may not be so modified, the unenforceability or invalidity of any provision shall not affect any other provision of this Agreement, and this Agreement shall continue in force and effect as if such provision had not been included in this Agreement. 6.07 Any and all documents, drawings and specifications prepared by Engineer as part of the Services hereunder, shall become the property of the City when Engineer has been compensated as set forth in Section 2.01, above. City stipulates that the construction documents to be prepared by Engineer are specific to the Project and that the reuse by City of such work product shall be solely at the risk of City. City hereby releases the Engineer, its officers, directors, employees and subconsultants from and against any damages, liabilities or costs, including reasonable attorney's fees and defense costs, arising from the use of the construction documents by the City for any task not related to the Project. 6.08 A waiver by either City or Engineer of a breach of this Agreement shall be in writing. In the event either party shall execute and deliver such waiver, such waiver shall not affect the waiving party's rights with respect to any other or subsequent breach. 6.09 Neither City nor Engineer may assign this Agreement, in whole or in part, without the written consent of such assignment by the non -assigning party. City and Engineer each bind themselves, their legal representatives and permitted assigns in respect to all provisions of this Agreement. 6.10 Nothing in this Agreement shall be construed to provide any rights or benefits whatsoever to any party other than City and Engineer. 6.11 City's Responsibilities Professional Services Agreement Page 8 of 30 A. City shall have the following responsibilities under this Agreement. 1. Provide Engineer with all criteria and full information as to City'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 City will require to be included in*the Drawings and Specifications, as described in Exhibit "A-l" and Exhibit "A-2"; and furnish copies of City's standard forms, conditions, and related documents for Engineer to include in the Bidding Documents, when applicable. 2. Furnish to Engineer any other non -privileged and non -confidential information owned by the City pertinent to the Project including reports and data relative to previous designs, or investigation at or adjacent to the Sandhills Well Field (the "Site). 3. Following Engineer's assessment of Project information and data described in Section 6.11 (A)(2), above, and upon Engineer's request, furnish or otherwise make available such additional Project related information and data owned by the City as is reasonably required to enable Engineer to complete its Basic and Additional Services. Such additional information or data would generally include the following: a. Property descriptions. b. Zoning, deed, and other land use restrictions. c. Property, boundary, easement, right-of-way, and other special surveys or data, including establishing relevant reference points. d. 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. e. Environmental assessments, audits, investigations and impact statements, and other relevant environmental or cultural studies as to the Project, the Site, and adjacent areas. f. Data or consultations as required for the Project but not otherwise identified in the Agreement or the Exhibits thereto. 4. Give prompt written notice to Engineer whenever City 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. 5. Authorize ENGINEER to provide Additional Services as set forth in Exhibit A — 1, Part 2 of the Agreement as required by City. Professional Services Agreement Page 9 of 30 6. Arrange for safe access to and make all provisions for Engineer to enter upon the Site, as required for Engineer to perform services under the Agreement. 7. 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 City deems appropriate with respect to such examination) and render in writing decisions pertaining thereto. 8. 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. 9. Provide, as deemed necessary by City to be required for the Project: a. Accounting, bond and financial advisory, independent cost estimating, and insurance counseling services. b. Legal services with regard to issues pertaining to the Project as City requires, the Contractor (herein so called) under the contract to perform the Work (herein so called) to be designed by Engineer (the "Construction Contract") raises, or Engineer reasonably requests. c. Such auditing services as City requires to ascertain how or for what purpose Contractor has used the moneys paid. d. Placement and payment for advertisement for Bids in appropriate publications. 10. Advise Engineer of the identity and scope of services of any independent consultants employed by City to perform or furnish services in regard to the Project, including, but not limited to, cost estimating, project peer review, value engineering, and constructability review. 11. If City designates a construction manager or an individual or entity other than, or in addition to Engineer to represent City at the Site, define the duties, responsibilities, and limitations of authority of such other parry and the relation thereof to the duties, responsibilities, and authority of Engineer, if different from that set forth in Exhibit "C", attached hereto. 12. Attend the pre -bid conference, bid opening, pre -construction conferences, construction progress and other job related meetings, and Substantial Completion, as defined in the Construction Contract, and final payment inspections. 13. 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 City, prior to their incorporation into the Work with appropriate professional interpretation thereof unless authorized as Additional Services under Exhibit A-1 - Part 2. Professional Services Agreement Page 10 of 30 IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives as of the date first written above. Engineer: PARKHILL SMITH & COOPER, INC. By: Name: John S. Kelley, P.E. Title: Firm Principal CITY OF LUBBOCK DAVID A. MI ER, MAYOR ATTEST: Rebecca Garza, City Secretary APPROVED AS TO CONTENT: Th mas Adams Deputy City Manager APPROVED AS TO FORM: Richard K. Casner, First Assistant City Attorney mUCityAtt/Richard/ProfessionalServicesAgreement.PSC-Sandhills Well Field.rdln April 25, 2006 Professional Services Agreement Page 1 t ofX jd Resolution No. 2006-R0236 May 25, 2006 Item No. 5.14 EXHIBIT A-1 ENGINEER'S SCOPE OF SERVICE -- GENERAL 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. As used in this Exhibit "A-1 ", Exhibit "A-2" and Exhibit "B", the term "Owner" shall mean the City of Lubbock. EXHIBIT A-1 -PART 1 --BASIC SERVICES A1.01 Study and Report 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. 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 Study and Report 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 therefore is not included in the Basic Fee; the investigations and tests are considered Additional Services and 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, consult with, and analyze requirements of governmental authorities having jurisdiction to approve the portions of the Project designed or specified by ENGINEER, including but not limited to mitigating measures identified in the environmental assessment. 5. Identify and evaluate alternate solutions available to OWNER and, after consultation with OWNER, recommend to OWNER those solutions which in ENGINEER's judgment meet OWNER's requirements for the Proj ect. 6. Prepare a report (the "Report") which will, as appropriate, contain schematic layouts, sketches and conceptual design criteria of each alternate solution of the Project with appropriate exhibits to indicate the agreed -to requirements, considerations involved, and those alternate solutions available to OWNER which ENGINEER recommends. This Report will be accompanied by ENGINEER's opinion of Total Project Costs (herein so called) 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 (herein so called) of each alternate solution of the Project, allowances for contingencies and for the estimated total costs of design, professional, and related services provided by ENGINEER, and other information furnished by OWNER. 7. Furnish five (5) review copies of the Report to OWNER per the following schedule: ENGINEER will complete the (i) initial investigation and study on or before 60 days after notice to proceed is issued to ENGINEER; and (ii) the test hole design, bid and construction 150 days after completion of initial investigation and study. The Report will be submitted, and reviewed with the OWNER, on or before 90 days after the completion of the test hole design, bid and construction and review it with OWNER. 8. Revise the Report in response to OWNER's and other parties' comments, as appropriate, and furnish ten (10) final copies of the revised Report to the OWNER on or before 30 days after the response to the draft Report is provided by OWNER. Professional Services Agreement Page 12 of 30 B. ENGINEER's services under the Study and Report Phase will be considered complete on the date when the final copies of the revised Report have been delivered to OWNER. A1.02 Preliminary Design Phase A. After acceptance by OWNER of the Report, selection by OWNER of a recommended solution and indication of any specific modifications or changes in the scope, extent, character, or design requirements of the Project desired by OWNER, and upon written authorization from OWNER, ENGINEER shall: 1. On the basis of the above acceptance, selection, and authorization, prepare Preliminary Design Phase documents consisting of final design criteria, preliminary drawings, outline specifications and written descriptions of the Project. 2. 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 are considered Additional Services 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. 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 therefore is not included in the Basic Fee; the investigations and tests are considered Additional Services and 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. Advise OWNER if additional reports, data, information, or services are necessary and assist OWNER in obtaining such reports, data, information, or services. 5. Based on the information contained in the Preliminary Design Phase documents, submit a revised opinion of probable Construction Cost (herein so called) of the Project. 6. Furnish five (5) review copies of the Preliminary Design Phase documents on or before 60 days after the submission to OWNER of the final Report, 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 1.03 Final Design Phase 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 (herein so called) indicating the scope, extent, and character of the Work, as defined in the Construction Contract contemplating the construction activities of the Project to be entered into pursuant to the Bidding Documents, to be performed and furnished by Contractor. Specifications (herein so called) will be prepared, where appropriate, in general conformance with the 16-division format of the Construction Specifications Institute. Professional Services Agreement Page 13 of 30 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 (herein so called) and a revised opinion of probable Construction Cost, on or before 120 days after the completion of the Preliminary Design Phase, 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 four (4). 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. A1.04 Bidding Phase 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. If authorized by the OWNER, promptly 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. 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 Phase will be considered complete upon commencement of the Construction Phase. A1.05 Construction Phase A. Upon successful completion of the Bidding 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 (herein so called) of the Construction Contract entered into with the party to perform the construction activities (the "Contractor").. 2. Resident Project Representative (RPR). If authorized by the OWNER, provide the services of an RPR at the Site to assist the ENGINEER and to provide more extensive observation of Contractor's work. Duties, responsibilities, and authority of the RPR, if the ENGINEER is so appointed by OWNER, are as set forth in Professional Services Agreement Page 14 of 30 Exhibit "C". The furnishing of such RPR's services will not extend ENGINEER's responsibilities or authority beyond the specific limits set forth elsewhere in this Agreement. The performance of the RPR is not included in the ENGINEER's Basic Fee, is considered Additional Services, 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 considered as Additional Services, and 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, is considered as Additional Services, 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 the exercise of its professional judgment, 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 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 independent resident project representative, if applicable. 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 theintent of and reasonably inferable from the Contract Documents. ENGINEER may issue Field Orders, after consultation with the OWNER, authorizing minor variations from the requirements of the Contract Documents. Professional Services Agreement Page 15 of 30 9. Change orders. Recommend Change Orders to OWNER, as appropriate, and prepare Change Orders as required. 10. Shop Drawings and Samples. Review and approve or take other appropriate action in respect to Shop Drawings and Samples (herein so called) and other data which Contractor is required to submit, pursuant to the Construction Contract (sometimes referred to herein as the "Contract Documents"), 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, after consultation with OWNER, 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 and with reasonable professional judgment 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: 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, as described in the Construction Contract, 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 promptly 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 Professional Services Agreement Page 16 of 30 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 to OWNER a "Notice of Acceptability of Work", in form and substance satisfactory to OWNER, that the Work is acceptable to ENGINEER based upon its professional judgment 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. Professional Services Agreement Page 17 of 30 Resolution No. 2006-1110236 May 25, 2006 Item No. 5.14 EXHIBIT A-2 PROFESSIONAL SERVICES AGREEMENT DETAILED SCOPE OF WORK PUBLIC WATER SUPPLY WELLS CITY OF LUBBOCK SANDHILLS WELL FIELD Study and Report Phase • Obtain and review existing well field information from City. o Obtain individual well flow records for day, month and year. o Obtain list of wells that are not adequately producing and reasons for each. o Obtain total depths of individual wells. o Obtain well field pipe information. o Obtain current well field operational system. • Visit High Plains Underground Water Conservation District HPUWCD to determine well spacing with consideration of new wells and boundary protection. • Model existing system and evaluate existing infrastructure. o Develop hydraulic model for many flow scenarios. o Develop model based on current and future operations. • Evaluate aquifer with regard to existing system and proposed system. • Determine possible well locations for rehabs and new wells. o Determine existing inadequate wells. o Determine possible solutions to increase production. o Review locations to confirm that anticipated production. o Review the effects on existing wells. • Test Hole Drilling o Prepare Plans and Specifications for test hole drilling. o Assist City with bidding. o Assist City with construction phase. o Obtain permits for test holes. • Witness test hole drilling. • Analyze test hole results. o Review quantity information. o Review quality information. o Review soil samples for screen and gravel analysis. • Model proposed system and evaluate infrastructure needs. o Develop model to confirm anticipated flow from the well field. o Develop model to analyze infrastructure with increased flows. • Evaluate design alternatives for proposed system. • Evaluate opinion of probable construction cost for proposed system and any alternatives. • Prepare Preliminary Engineering Report. • Submit draft Preliminary Engineering Report to City as set forth in Section A1.0IA. 7. of Exhibit A-1. • Make adjustments to Report based on City's comments. Professional Services Agreement Page 18 of 30 • Meet with City to deliver and review final Preliminary Engineering Report as set forth in Section A1.01A.7. of Exhibit A-1. Design, Bid and Construction Phases GENERAL • Coordinate and process survey. • Coordinate easements and corridors with landowners. • Coordination, scheduling and management of individual packages. • Overall construction management. WELL PACKAGE • Typical well design based on TCEQ standards. • Design screen and gravel combination for each well from sieve analysis performed during test hole process. • Design individual pumps and motors based on anticipated flows. • Typical well enclosure design. • Prepare technical specifications for well package. • Submit well design to TCEQ for approval. • Coordinate bid opening with City. • Assist contractors during bid phase. • Attend the bid opening. • Review bids and make recommendation to City. • Attend preconstruction meeting. • Make periodic site visits and progress meetings. • Handle construction administration. • Obtain final well approvals from TCEQ. • Perform project close out and prepare record drawings. WELL FIELD COLLECTION LINE PACKAGE • Typical piping design at each well location. • Design collection lines based on hydraulic model. • Prepare plan and profile for well field collection lines. • Prepare technical specifications for well field collection line package. • Submit well field collection line to TCEQ for approval. • Coordinate bid opening with City. • Assist contractors during bid phase. • Attend the bid opening. • Review bids. • Make recommendation to the City. • Attend preconstruction meeting. • Make periodic site visits and progress meetings. • Handle construction administration. Professional Services Agreement Page 19 of 30 • Perform project close out and prepare record drawings. ELECTRICAL PACKAGE • Survey and collect data on existing well field electrical systems. • Coordinate motor control with pump horsepower. • Perform well field electrical load calculations. • Coordinate load parameter with utility service provider. • Design overhead electrical extensions. • Detail overhead transformer bank configurations. • Detail electrical service entrance. • Design electrical surge protection system. • Coordinate SCADA system with existing components. • Prepare technical specifications for well field electrical package. • Coordinate bid opening with City. • Assist contractors during bid phase. • Attend the bid opening. • Review bids. • Make recommendation to the City. • Attend preconstruction meeting. • Make periodic site visits and progress meetings. • Handle construction administration. • Perform project close out and prepare record drawings All items set forth in this Exhibit "A-2" are Basic Services to be compensated as set forth in Exhibit `B", Section B4.01. Professional Services Agreement Page 20 of 30 EXHIBIT A-1 - 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 2 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. 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 ("Defective 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 warranty covering the Work and/or period for corrections to the Work in the Construction Contract to ascertain whether any portion of the Work is subject to correction. 5. 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. 6. 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). 7. 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 when caused by 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. 8. Services required as a result of OWNER's not providing Project information as set forth in Section 6.11 (A) (9) or providing incorrect Project information. 9. Providing renderings or models for OWNER's use not provided in the Basic Services. 10. 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). 11. Furnishing services of ENGINEER's Consultants for other than Basic Services. Professional Services Agreement Page 21 of 30 12. Services during out-of-town travel required of ENGINEER other than for visits to the Site or OWNER's office. 13. 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 constructability 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. 14. Preparing additional Bidding Documents or Contract Documents for alternate bids or prices requested by OWNER for the Work or a portion thereof. 15. Determining the acceptability of substitute materials and equipment proposed during the Bidding Phase when substitution prior to the award of contracts is allowed by the Bidding Documents. 16. Assistance in connection with Bid protests or rebidding for construction, materials, equipment, or services. 17. Providing Construction Phase services beyond the end of the Construction Phase. 18. Providing assistance in resolving any hazardous environmental condition in compliance with current laws and regulations. 19. Preparation of operation and maintenance manuals. 20. 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. 21. Providing more extensive services required to enable ENGINEER to issue notices or certifications requested by OWNER. 22. Services in connection with Change Orders to reflect changes requested by OWNER so as to make the compensation commensurate with the extent of the Additional Services rendered. 23. 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. 24. Services resulting from significant delays, changes, or price increases occurring as a direct or indirect result of materials, equipment, or energy shortages. 25. 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 (at least fifteen (15%) of the Work) 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. 26. Services in connection with any partial utilization of any part of the Work by OWNER prior to Substantial Completion. 27. Evaluating an unreasonable claim or an excessive number of claims submitted by Contractor or others in connection with the Work. 28. Other services performed or fiunished by ENGINEER described as Additional Services in this Agreement, or not otherwise provided for, in this Agreement. Professional Services Agreement Page 22 of 30 29. Reimbursable expenses associated with providing Additional Services. Professional Services Agreement Page 23 of 30 EXHIBIT B PAYMENTS TO ENGINEER LUMP SUM METHOD Resolution No. 2006-R0236 May 25, 2006 Item No. 5.14 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-1-Part 1 and Exhibit "A-2", as follows: 1. A Lump Sum amount of $ 265,000 based on the following distribution of compensation: a. Study and Report Phase $ 39,750 b. Preliminary Design Phase $ 66,250 c. Final Design Phase $ 79,500 d. Bidding and Negotiating Phase $ 13,250 e. Construction Phase $ 66,250 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 18 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, if authorized by Owner --Standard Hourly Rates Method of Payment. A. OWNER shall pay ENGINEER for authorized Additional Services, including but not limited to: 1. Surveying (Design and Construction), on a reimbursable basis, in the estimated amount of $55,000, 2. Geotechnical Investigations (Design and Construction), on a reimbursable basis, in the estimated amount of $20,000. 3. Resident Project Representative, on a reimbursable basis, in the estimated amount of $55,000. 4. Other services as authorized by the Owner. B. OWNER shall pay ENGINEER for authorized Additional Services, 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 1.10. C. The hourly rate schedule will be adjusted each January I" to reflect cost of living adjustments. Professional Services Agreement Page 24 of 30 APPENDIX 1 Hourly Rate Schedule Client: City of Lubbock Project: Sandhills Wellfield Agreement Date: March 2006 Classification Hourly Rate PROFESSIONAL LEVEL VII Engineer VI I Architect VIII Landscape Architect VIII PROFESSIONAL LEVEL VI Engineer VI Architect VII 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 II Engineer 1/11 Architect III Interior Designer IV Engineering Technologist III Resident Project Representative III Landscape Architect III 148.00 Parkhill, Smith & Cooper, Inc. Hourly Rate Schedule Current through December 31, 2006 January 1, 2006 Classification Hourly Rate PROFESSIONAL LEVEL 1 66.00 Intern (Architect) I/II Interior Designer III Intern (Interiors) II 126.00 Engineering Technologist 1/11 Resident Project Representative 1/II CADD Manager V SUPPORT STAFF III 63.00 112.00 Engineering Technician III/IV CADD IV Administrative Secretary III SUPPORT STAFF II 57.00 96.00 Accounting Clerk CADD Clerical Engineering Technician 1/II Administrative Secretary I / II 81.00 SUPPORT STAFF 1 32.00 Accounting Clerk Trainee CADD Trainee Clerical Trainee 73.00 Expenses Reimbursement for expenses, as listed below, incurred in connection with the services, will be at cost plus ten 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 specific fees, insurance, permits, and licenses applicable to the work services. 5. 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 an expense. The foregoing Schedule of Charges is incorporated into the agreement for the services provided, effective January 1, 2006 through December 31, 2006. After December 31, 2006, invoices will reflect the Schedule of Charges currently in effect. However, in no event is any item of the Schedule of Charges to increase in an amount greater than two percent (2%) of the previous year's amount. Professional Services Agreement Page 26 of 30 Resolution No. 2006-RO236 May 25, 2006 Item No. 5.14 EXHIBIT C DUTIES, RESPONSIBILITIES, AND LEMTATIONS OF AUTHORITY OF RESIDENT PROJECT REPRESENTATIVE The Agreement is amended and supplemented to include the following agreement of the parties. As used in this Exhibit "C", the term "Owner" shall mean the City of Lubbock.: 54 Resident Project Representative A. ENGINEER, at the request of OWNER, shall furnish a Resident Project Representative ("RPR"), assistants, and other field staff, who are all agents of ENGINEER, to assist ENGINEER in observing progress and quality of the Work. In the event so appointed by OWNER, the ENGINEER shall be responsible for all items and provisions set forth in the Contract Documents as being the responsibility or duty of the "Owner's Representative" or as the responsibility or duty of ENGINEER or RPR in this Agreement. In the event any of the duties or tasks of the RPR or ENGINEER set forth below conflict with the duties or tasks of the Owner's Representative of the Contract Documents, the Contract Documents shall govern the duties of ENGINEER and RPR. It is expressly stipulated and agreed by ENGINEER that, notwithstanding the apparent delineation of duties between the ENGINEER and RPR in this Exhibit "C", the RPR is an agent of ENGINEER and ENGINEER shall be responsible for all requirements, tasks and acts undertaken or omitted by RPR. The ENGINEER, through the RPR, assistants, and other field staff under this Exhibit "C" shall provide the representation, as set forth herein, or may provide representation to a lesser degree, if so directed by OWNER. B. Through such additional observations of Contractor's work in progress and field checks of materials and equipment by the RPR and assistants, ENGINEER shall endeavor to provide further protection for OWNER against defects and deficiencies in the Work. However, 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 the Contractor's Work nor shall ENGINEER have authority over or responsibility for the means, methods, techniques, sequences, or procedures selected by Contractor, for safety precautions and programs incident to the Contractor's work in progress, for any failure of Contractor to comply with Laws and Regulations applicable to Contractor's performing and furnishing the Work, or responsibility of construction for Contractor's failure to furnish and perform the Work in accordance with the Contract Documents. C. The duties and responsibilities of the RPR are limited to those of ENGINEER in the Agreement with the OWNER and in the Contract Documents, and are further limited and described as follows: 1. General: RPR is ENGINEER's agent at the Site, will act as directed by and under the supervision of ENGINEER, and will confer with ENGINEER regarding RPR's actions. RPR's dealings in matters pertaining to the Contractor's work in progress shall in general be with ENGINEER and Contractor, keeping OWNER advised as necessary. RPR's dealings with subcontractors shall only be through or with the full knowledge and approval of Contractor. RPR shall generally communicate with OWNER with the knowledge of and under the direction of ENGINEER. 2. Schedules: Review the progress schedule, schedule of Shop Drawing and Sample submittals, and schedule of values prepared by Contractor and consult with ENGINEER concerning acceptability. 3. Conferences and Meetings: Attend meetings with Contractor, such as preconstruction conferences, progress meetings, job conferences and other project -related meetings, and prepare and circulate copies of minutes thereof. Professional Services Agreement Page 27 of 30 4. Liaison: a. Serve as ENGINEER's liaison with Contractor, working principally through Contractor's superintendent and assist in understanding the intent of the Contract Documents. b. Assist ENGINEER in serving as OWNER's liaison with Contractor when Contractor's operations affect OWNER'S on -Site operations. c. Assist in obtaining from OWNER additional details or information, when required for proper execution of the Work. 5. Interpretation of Contract Documents: Report to ENGINEER when clarifications and interpretations of the Contract Documents are needed and transmit to Contractor clarifications and interpretations as issued by ENGINEER. 6. Shop Drawings and Samples. a. Record date of receipt of Samples and approved Shop Drawings. b. Receive Samples which are furnished at the Site by Contractor, and notify ENGINEER of availability of Samples for examination. c. Advise ENGINEER and Contractor of the commencement of any portion of the Work requiring a Shop Drawing or Sample submittal for which RPR believes that the submittal has not been approved by ENGINEER. 7. Modifications: Consider and evaluate Contractor's suggestions for modifications in Drawings or Specifications and report with RPR's recommendations to ENGINEER. Transmit to Contractor in writing decisions as issued by ENGINEER. 8. Review of Work and Rejection of Defective Work: a. Conduct on -Site observations of Contractor's work in progress to assist ENGINEER in determining if the Work is in general proceeding in accordance with the Contract Documents. b. Report to ENGINEER whenever RPR believes that any part of Contractor's work in progress will not produce a completed Project that conforms generally to the Contract Documents or will prejudice the integrity of the design concept of the completed Project as a functioning whole as indicated in the Contract Documents, or has been damaged, or does not meet the requirements of any inspection, test or approval required to be made; and advise ENGINEER of that part of work in progress that RPR believes should be corrected or rejected or should be uncovered for observation, or requires special testing, inspection or approval. 9. Inspections, Tests, and System Startups: a. Consult with ENGINEER in advance of scheduled major inspections, tests, and systems startups of important phases of the Work. b. Verify that tests, equipment, and systems start-ups and operating and maintenance training are conducted in the presence of appropriate OWNER's personnel, and that Contractor maintains adequate records thereof. c. Observe, record, and report to ENGINEER appropriate details relative to the test procedures and systems startups. d. Accompany visiting inspectors representing public or other agencies having jurisdiction over the Project, record the results of these inspections, and report to ENGINEER. Professional Services Agreement Page 28 of 30 10. Records: a. Maintain at the Site, and at the ENGINEER's Lubbock office, orderly files for correspondence, reports of job conferences, reproductions of original Contract Documents including all Change Orders, Field Orders, Work Change Directives, Addenda, additional Drawings issued subsequent to the execution of the Contract, ENGINEER's clarifications and interpretations of the Contract Documents, progress reports, Shop Drawing and Sample submittals received from and delivered to Contractor, and other Project related documents. b. Prepare a daily report or keep a diary or log book, recording Contractor's hours on the Site, weather conditions, data relative to questions of Change Orders. Field Orders, Work Change Directives, or changed conditions, Site visitors, daily activities, decisions, observations in general, and specific observations in more detail as in the case of observing test procedures: and send copies to ENGINEER. c. Record names, addresses and telephone numbers of all Contractors, subcontractors, and major suppliers of materials and equipment. d. Maintain records for use in preparing Project documentation. e. Upon completion of the Work, furnish original set of all RPR Project documentation to ENGINEER. 11. Reports: a. Fumish to ENGINEER periodic reports as required of progress of the Work and of Contractor's compliance with the progress schedule and schedule of Shop Drawing and Sample submittals. b. Draft and recommend to ENGINEER proposed Change Orders, Work Change Directives, and Field Orders. Obtain backup material from Contractor. c. Furnish to ENGINEER and OWNER copies of all inspection, test, and system startup reports. d. Report immediately to ENGINEER the occurrence of any Site accidents, any hazardous environmental conditions, emergencies, or acts of God endangering the Work, and property damaged by fire or other causes. 12. Payment Requests Review Applications for Payment with Contractor for compliance with the established procedure for their submission and forward with recommendations to ENGINEER, noting particularly the relationship of the payment requested to the schedule of values, Work completed, and materials and equipment delivered at the Site but not incorporated in the Work. 13. Certificates, Operation and Maintenance Manuals: During the course of the Work, verify that materials and equipment certificates, operation and maintenance manuals and other data required by the Specifications to be assembled and furnished by Contractor are applicable to the items actually installed and in accordance with the Contract Documents, and have these documents delivered to ENGINEER for review and forwarding to OWNER prior to payment for that part of the Work. 14. Completion: a. Before ENGINEER issues a Certificate of Substantial Completion, submit to Contractor a list of observed items requiring completion or correction. b. Observe whether Contractor has arranged for inspections required by all applicable laws and regulations, including but not limited to those to be performed by public agencies having jurisdiction over the Work. Professional Services Agreement Page 29 of 30 c. Participate in a final inspection in the company of ENGINEER, OWNER, and Contractor and prepare a final list of items to be completed or corrected. d. Observe whether all items on final list have been completed or corrected and make recommendations to ENGINEER concerning acceptance and issuance of the notice regarding the acceptability of the Work. D. Resident Project Representative shall not: 1. Authorize any deviation from the Contract Documents or substitution of materials or equipment (including "or -equal" items). 2. Exceed limitations of ENGINEER's authority as set forth in the Agreement or the Contract Documents. 3. Undertake any of the responsibilities of Contractor, subcontractors, suppliers, or Contractor's superintendent. 4. Advise on and issue directions relative to, or assume control over, any aspect of the means, methods, techniques, sequences or procedures of Contractor's work unless such advice or directions are specifically required by the Contract Documents. 5. Advise on, issue directions regarding, or assume control over, safety precautions and programs in connection with the activities or operations of OWNER or Contractor. 6. Participate in specialized field or laboratory tests or inspections conducted off -site by others except as specifically authorized by ENGINEER. 7. Accept Shop Drawing or Sample submittals from anyone other than Contractor. 8. Authorize OWNER to occupy the Project in whole or in part. Professional Services Agreement Page 30 of 30