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HomeMy WebLinkAboutResolution - 2006-R0378 - Professioanl Services Agreement - HDR Engineering - 08/10/2006Resolution No. 2006-RO378 August 10, 2006 Item No. 5.15 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 HDR Engineering, Inc. for Professional Services, and all related documents. 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 10th day of August 2006. DAVID A. MILLER,MAYOR ATTEST: D za, :4 Re ecca Garza, City Secretary APPROVED AS TO CONTENT: ood li E., Chief Water Utility Engineer APPROVED AS TO FORM: Richard K. Casner, First Assistanity Attorney ml/ccdocs/HDR Value Engineering.res July 28, 2006 Resolution No. 2006-RO378 August 10, 2006 Item No. 5.15 AGREEMENT BETWEEN OWNER AND HDR ENGINEERING, INC. FOR PROFESSIONAL SERVICES THIS AGREEMENT is made as of this loth day of August , 2006, between The City of Lubbock, Texas ("OWNER"), and HDR ENGINEERING, INC., ("ENGINEER") a Nebraska corporation, with principal offices at 8404 Indian Hills Drive, Omaha, Nebraska, 68114 for services in connection with the project known as Value Engineering services for the Southeast Water Reclamation Plant Improvements Project; WHEREAS, OWNER desires to engage ENGINEER to provide professional engineering, consulting and related services ("Services") in connection with the Project; and WHEREAS, ENGINEER desires to render these Services as described in SECTION I, Scope of Services. NOW, THEREFORE, OWNER and ENGINEER in consideration of the mutual covenants contained herein, agree as follows: SECTION I. SCOPE OF SERVICES ENGINEER will provide Services for the Project, which consist of the Scope of Services as outlined on the attached Exhibit A. SECTION II. TERMS AND CONDITIONS OF ENGINEERING SERVICES The "HDR Engineering, Inc. Terms and Conditions for Professional Services," which are attached hereto in Exhibit B, are incorporated into this Agreement by this reference as if fully set forth herein. SECTION III. RESPONSIBILITIES OF OWNER The OWNER shall provide the information set forth in paragraph 6 of the attached "HDR Engineering, Inc. Terms and Conditions for Professional Services." SECTION IV. COMPENSATION Compensation for ENGINEER'S services under this Agreement shall be on the basis of Lump Sum. The amount of the Lump Sum is Eighty nine thousand and five hundred dollars ($89,500). Lump Sum shall mean a fixed amount which shall be the total compensation agreed upon in advance for Scope of Services. Agreement for Professional Services 1 1-1999 SECTION V. PERIOD OF SERVICE Upon receipt of written authorization to proceed, ENGINEER shall perform the services within 2 months. SECTION VI. ADDITIONAL SERVICES Exhibit A, Scope of Service is based on one Value Engineering Workshop. Should the Owner elect to have more than the one Value Engineering workshop, the services associated with one, or more, additional workshops will require written authorization in advance and amendment of this agreement. The Engineer shall furnish to the Owner a list names and resumes of proposed participants, the duration and agenda for the additional workshop and the Lump Sum fee for the additional services. SECTION VII EVENT OF DEFAULT/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 Owner to perform hereunder, the Owner may, if said default shall be continuing after five (5) days notice of such default is delivered to Engineer, exercise any right or remedy available to it by law, contract, equity or otherwise. The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. SECTION VIII NOTICE 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, three (3) days after depositing such notice in the United States mail as set forth above. For Owner City of Lubbock P. O. Box 2000 Lubbock, TX 79457 Facsimile: 806-775-3 344 For Engineer HDR Engineering, Inc 4401 West Gate Blvd, Suite 400 Austin, TX 78745 Facsimile: 512-912-5158 Agreement for Professional Services 2 1-1999 SECTION IX LAW AND VENUE 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 the courts of competent jurisdiction located in Lubbock, County, Texas. SECTION X. AGREEMENT In the event any terms or provisions set forth in Exhibit "b", attached hereto, conflict or are inconsistent in anyway with the terms of Section I through X of this Agreement, the terms of Section I through X of this Agreement, shall control and supersede over such conflicting or inconsistent terms or provisions of Exhibit "B". IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. OWNER — City of Lubbock, TX ENGINEER - HDR Engineering Inc `!t� BY: ` David MilleV Henry H. B je r, E. Mayor Executive Vice esiden Date: August 10 , 2006 Date: July 21, 200 ATTESTED BY: Lw'," -YS'--� b .. Garza City Secretary 4APROVED AST FORM: d rankl' P.E. tility Engineer APPROVED AS FORM: Richard Casner Assistant City Attorney 7ESTED BY: -" ' R. Glaser, PhD, P.E Vice President Agreement for Professional Services 3 1-1999 Resolution No. 2006-R00378 August 10, 2006 EXHIBIT A Item No. 5.15 SCOPE OF SERVICES 1. Contact the Owner and design engineer to describe Value Engineering process and schedule. Collect information and reports regarding the project objectives and list of improvements. Collect project cost information. The Value Engineering workshop will be conducted at the SEVVRP conference room. 2. The VE team will consist of Rob Williams, VE Team coordinator, J.B. Neethling, Henry Benj es, Bill Ettlich, Richard Glassen, Duwain Whitis and David Baker of eHT (Hibbs and Todd). No change in staff will be made without notice and without a substitute engineer acceptable to the Owner. The VE team will be present during the entire 40 hour workshop. The planned schedule for activities during the workshop is as follows: Day 1 8:00 am to 11:00 am The Owner and the design engineer will describe the project, present up-to-date documents and describe the objectives of the project to the VE team. A tour of the plant will be conducted. 11:00 am to Noon The VE team will describe the events and prioritization of effort of the workshop. The VE team coordinator will schedule periodic meetings during the week with the Owner or design engineer if desired. 1:00 pm to 6:00 pm: Review the cost model for the project. Identify and organize areas to be addressed during the speculative phase. Begin speculative phase. Day 2 8:00 am to Noon Continue speculative phase. 1:00 pm to 6:00 pm Discuss each alternative concept. Evaluate the alternatives discussed and identify which alternatives could be of value. Rank the ideas. Day 3 8:00 am to 6:00 pm Begin investigative phase. For the highest ranked ideas, make a more detailed evaluation, including sketches in sufficient detail to prepare estimated capital and O&M costs. Day 4 8:00 am to 6:00 pm Continue investigative phase. Day 5 8:00 am to 10:00 am List all ideas from the speculative phase and the ranking of ideas. Prepare recommendations and cost summary for each of the ideas evaluated in the investigative phase. Prepare handouts for the informal presentation to the Owner and design engineer. Agreement for Professional Services 4 1-1999 10:00 am to Noon Informal presentation of VE workshop results to Owner and design engineer. During the week, the VE team coordinator will prepare a draft report following the outline recommended by the U.S. EPA for the Value Engineering program. 3. Not later than 14 days following the 40 hour workshop, the VE team coordinator will complete the draft VE report and deliver the report in PDF format and three hard copies to the Owner. 4. It will be the responsibility of the Owner and the design engineer to review the draft report and determine what ideas or portions of ideas recommended by the VE team that the Owner wishes to incorporate into the project. The VE team through the VE team coordinator will be available for questions and clarifications regarding draft memorandum. 5. When the Owner and the design engineer have completed the review and the Owner has selected the ideas to be incorporated into the project, the Owner will notify the VE team coordinator. The VE team coordinator will issue an addendum to the draft VE report and prior to two (2) weeks after notification of selected ideas to be incorporated into the project by the Owner to the Engineer, submit the final VE report to the Owner in PDF format and three hard copies. Agreement for Professional Services 5 1-1999 Resolution No. 2006-R0378 August 10, 2006 Item No. 5.15 EXHIBIT B TERMS AND CONDITIONS Agreement for Professional Services 6 1-1999 HDR Engineering, Inc. Terms and Conditions for Professional Services STANDARD OF PERFORMANCE The standard of care for all professional engineering, consufting, and related services performed or furnished by ENGINEER and its employees under this Agreement will be the care and skill ordinarily used by members of ENGINEER's profession practicing under the same or 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. 2. INSURANCE ENGINEER agrees to procure and maintain, at its expense, Workers' Compensation insurance as required by statute; Employer's Liability of $250,000; Automobile Liability insurance of $1,000,000 combined single limit for bodily injury and property damage covering all vehicles, including hired vehicles, owned and non -owned vehicles; Commercial General Liability insurance of $1,000,000 combined single limit for personal injury and property damage; and Professional Liability insurance of $1,000,000 per claim for protection against claims arising out of the performance of services under this Agreement caused by negligent acts, errors, or omissions for which ENGINEER is legally liable. Upon request, OWNER shall be made an additional insured on Commercial General and Automobile Liability insurance policies and certificates of insurance will be furnished to the OWNER. ENGINEER agrees to indemnify OWNER for the claims covered by ENGINEER's insurance. 3. CONTROLLING LAW This Agreement is to be governed by the law of the state where ENGINEER's services are performed. 4. SERVICES AND INFORMATION OWNER will provide all criteria and information pertaining to OWNER's requirements for the project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations. OWNER will also provide copies of any OWNER -furnished Standard Details, Standard Specifications, or Standard Bidding Documents which are to be incorporated into the project. OWNER will furnish the services of soils/geotechnical engineers or other consultants that include reports and appropriate professional recommendations when such services are deemed necessary the ENGINEER. The OWNER agrees to bear full responsibility for the technical accuracy and content of OWNER - furnished documents and services. In performing professional engineering and related services hereunder, it is understood by OWNER that ENGINEER is not engaged in rendering any type of legal, insurance, or accounting services, opinions or advice. Further, it is the OWNER's sole responsibility to obtain the advice of an attorney, insurance counselor, or accountant to protect the OWNER's legal and financial interests. 5. SUCCESSORS AND ASSIGNS OWNER and ENGINEER, respectively, bind themselves, their partners, successors, assigns, and legal representatives to the covenants of this Agreement. Neither OWNER nor ENGINEER will assign, sublet, or transfer any interest in this Agreement without the written consent of the other. 6. RE -USE OF DOCUMENTS All documents, including all reports, drawings, specifications, computer software, or other items prepared or furnished by ENGINEER pursuant to this Agreement are instruments of service with respect to the project. OWNER retains ownership of all such documents. OWNER may retain copies of the documents for its information and reference in connection with the project; however, none of the documents are intended or represented to be suitable for reuse by OWNER or others on extensions of the project or on any other project. Any reuse without written verification or adaptation by ENGINEER for the specific purpose intended will be at OWNER's sole risk and without liability or legal exposure to ENGINEER. Any such verification or adaptation will entitle ENGINEER to further compensation at rates to be agreed upon by OWNER and ENGINEER. 7. TERMINATION OF AGREEMENT OWNER or ENGINEER may terminate the Agreement, in whole or in part, by giving seven (7) days written notice. Where the method of payment is "lump sum," or cost reimbursement, the final invoice will include all services associated with the project up to the effective date of termination. An equitable adjustment shall also be made to provide for termination settlement costs ENGINEER incurs as a result of Page 1 Terms and Conditions for Professional Services 7/2006 commitments that had become firm before termination, and for a reasonable profit for services performed. 8. SEVERABILITY If any provision of this agreement is held invalid or unenforceable, the remaining provisions shall be valid and binding upon the parties. One or more waivers by either party of any provision, term, or condition shall not be construed by the other party as a waiver of any subsequent breach of the same provision, term, or condition. 9. INVOICES ENGINEER will submit monthly invoices for services rendered and OWNER will make prompt payments in response to ENGINEER's invoices. If OWNER disputes any items in ENGINEER's invoice for any reason, including the lack of supporting documentation, OWNER may temporarily delete the disputed item and pay the remaining amount of the invoice. OWNER will promptly notify ENGINEER of the dispute and request clarification and/or correction. After any dispute has been settled, ENGINEER will include the disputed item on a subsequent, regularly scheduled invoice, or on a special invoice for the disputed item only. OWNER recognizes that late payment of invoices results in extra expenses for ENGINEER.. ENGINEER retains the right to assess OWNER interest at the rate of one percent (1 %) per month, but not to exceed the maximum rate allowed by law, no invoices which are not paid within forty-five (45) days from the date of the invoice. In the event undisputed portions of ENGINEER's invoices are not paid when due, ENGINEER also reserves the right, after seven (7) days prior written notice, to suspend the performance of its services under this Agreement until all past due amounts have been paid in full. 10. CHANGES The parties agree that no change or modification to this Agreement, or any attachments hereto, shall have any force or effect unless the change is reduced to writing, dated, and made part of this Agreement. The execution of the change shall be authorized and signed in the same manor as this Agreement. Adjustments in the period of services and in compensation shall be in accordance with applicable paragraphs and sections of the Agreement. For those projects involving conceptual or process development services, activities often are not fully definable in the initial planning. In any event, as the project progresses, the facts developed may dictate a change in the services to be performed, which may alter the scope. ENGINEER will inform OWNER of such situations so that changes in scope and adjustments to the time of performance and compensation can be made as required. If such change, additional services, or suspension of services results in an increase or decrease in the cost of or time required for performance of the services, an equitable adjustment as agreed upon by OWNER and ENGINEER shall be made, and the Agreement modified accordingly. 11. CONTROLLING AGREEMENT These Terms and Conditions shall take precedence over any inconsistent or contradictory provisions contained in any proposal, contract, purchase order, requisition, notice -to -proceed, or like documents unless expressly stated otherwise. 12. EQUAL EMPLOYMENT AND NONDISCRIMINATION In connection with the services under this Agreement, ENGINEER agrees to comply with the applicable provisions of federal and state Equal Employment Opportunity, and other employment statutes and regulations. 13. EXECUTION This Agreement, including the exhibits and schedules made part hereof, constitute the entire Agreement between ENGINEER and OWNER, supersedes and controls over all prior written or oral understandings. This Agreement may be amended, supplemented, or modified only by a written instrument duly executed by the parties. 14. LIMITATION OF LIABILITY ENGINEER's and its employees' total liability to OWNER for any loss or damage, including but not limited to, special and consequential damages arising out of or in connection with the performance of services or any other cause, including ENGINEER's and its employees' professional negligent acts, errors, or omissions, shall not exceed the greater of $50,000 or the total compensation received by ENGINEER hereunder, except as otherwise provided under this Agreement, and OWNER hereby releases and holds harmless ENGINEER and its employees from any liability above such amount. 15. LITIGATION SUPPORT In the event ENGINEER is required to respond to a subpoena, government inquiry, or other legal process directly related to the services under this Agreement in connection with a legal or dispute resolution proceeding to which ENGINEER is not a party and to which OWNER is a party, OWNER shall reimburse ENGINEER for reasonable costs in responding and compensate ENGINEER at its then standard rates for reasonable time incurred in gather information and documents and attending depositions, hearings, and trial. Page 2 Terms and Conditions for Professional Services 7/2006