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HomeMy WebLinkAboutResolution - 2008-R0368 - Professional Services Contract Agreement - Parkhill, Smith & Cooper, Inc. - 09_25_2008Resolution No. 2008-RO368 September 25, 2008 Item No. 5.11 RESOLUTION 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 cted to execute for and on behalf of the City of Lubbock a Professional Services eement by and between the City of Lubbock and Parkhill, Smith & Cooper, Inc. and related documents. Said Agreement is attached hereto and incorporated in this olution as if fully set forth herein and shall be included in the minutes of the Council. by the City Council this 25th day of September 2008. TOM MARTIN, MAYOR TTEST: ity AS TO CONTENT: ity VED AS TO FORM: First Assistant City Attorney Treated Water Line 091508.res CONTRACT Na Resolution No. 2008—RO368 .�8712 PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement ("Agreement") is entered into this 25tb day of September , 2008, by and between the City of Lubbock (the "City" or "Owner"), 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 of water transmission piping and ancillary structures (the "Activities"); WHEREAS, Engineer has demonstrated competence and qualifications to perform the Services, as defined below, and will perform the Services for a fair and reasonable price; WHEREAS, the City desires to contract with Engineer to perform services related to the Activities 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: ARTICLE I Services 1.01 Engineer shall conduct all activities and within such time frames, as set forth on Exhibit "A", "Scope of Services", and Exhibit "B", "Payments to Engineer", attached hereto (the "Services"). The City may authorize in writing Additional Services (herein so called and as defined in Article VIII, below), not to exceed the total sum of Fifty Thousand Dollars and No/100 ($ 50,000.00). The City Council Page 1 of 40 of the City of Lubbock herein delegates the authority to authorize the Additional Services to the Director of Water Utilities, or his designee. Engineer shall have no liability for defects in the Services attributable to Engineer's reasonable reliance upon or use of data, design criteria, drawings, specifications, or other information prepared by City and furnished to Engineer by City. 1.02 Engineer shall commence work beginning October 1, 2008 upon issuance to proceed from City. In the event such notice shall occur after October 1, 2008, the time for performance by Engineer for such tasks shall be extended the same amount of days as such notice occurs subsequent to October 1, 2008. The City Council of the City of Lubbock hereby delegates the authority to provide the prescribed notice(s) to proceed to the Director of Water Utilities, or his designee. ARTICLE II Compensation and Term 2.01 The consideration to be paid for the Services to be provided the City as described in Article I shall be as indicated in attached Exhibit "B". This amount shall be invoiced to the City monthly as work is performed. 2.02 In the event City disputes any invoice item, City shall give Engineer written notice of such disputed item within ten (10) days after receipt of such invoice and shall pay to Engineer the undisputed portion of the invoice on or before thirty one (31) days after its receipt. If City fails to pay any invoiced amounts when due, interest will accrue on each unpaid amount at the rate in effect on September 1 of the fiscal year in which the payment becomes overdue, the rate in effect on Page 2 of 40 September 1 being equal to the sum of (i) one ( 1 % ); and (ii) the prime rate as published in the Wall Street Journal on the first day of July of the preceding fiscal year that does not fall on a Saturday or Sunday, or the maximum amount allowed by law, if less, from the date said payment is overdue until paid according to the provisions of the Agreement. Interest shall not be charged on any disputed invoice item finally resolved in City's favor. Payment of interest shall not excuse or cure any default or delay in payment of amounts due. 2.03 This Agreement shall expire on December 31, 2012. 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. 2.04 Except for City's payment obligation, neither City nor Engineer shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non -performing party (herein called a "force majeure event") for the period of such delay, so long as the affected party exercises due diligence to relieve or remove such force majeure event. For purposes of this Agreement, such circumstances include, but are not limited to; unusually severe weather conditions; floods; earthquakes; fire; epidemics; war, riots, and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage; judicial restraint; and inability to procure permits, licenses, or authorizations from any local, state, or federal Page 3 of 40 agency for any of the supplies, materials, accesses, or services required to be provided by either City or Engineer under this Agreement. Should such circumstances occur, the non -performing party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. ARTICLE III Independent Contractor 3.01 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 performance of the Services as is exercised by a professional engineer under similar circumstances at the time such Services are performed. City shall not be responsible for discovering deficiencies or defects in the performance of the Services by Engineer. NO OTHER WARRANTY, EXPRESSED OR IMPLIED, IS INCLUDED IN THIS AGREEMENT OR IN ANY DRAWING, SPECIFICATION, REPORT, OR OPINION PRODUCED PURSUANT TO THIS AGREEMENT. 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 or its approved subcontractors 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 Page 4 of 40 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 five (5) days notice of such default is deemed received by 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 five (5) days notice of such default is deemed received by 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. The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. Page 5 of 40 5.01 ARTICLE V Insurance/Indemnity a. Insurance. 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 will 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 $2,000,000 per occurrence $4,000,000 annual aggregate $500,000 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 Page 6 of 40 waiver of subrogation under those policies. Engineer shall provide a Certificate of Insurance to the City as evidence of coverage. The Certificate shall provide 30 days notice of cancellation. A copy of the additional insured endorsement and waiver of subrogation attached to the policy will be included in the Certificate. Engineer shall elect to obtain worker's compensation coverage pursuant to Section 406.002 of the Texas Labor Code. 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. b. Indemnification. Having considered the potential liabilities that may exist during the performance of the Services, the benefits of the Project, and the Engineer's fee for the Services, and in consideration of the promises contained in this Agreement, Engineer agrees to provide the indemnities set forth herein. 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 Page 7 of 40 expenses, and including reasonable attorney's fees, as a result of, related to or arising from Engineer's negligent acts, errors, or omissions. The indemnity provided herein shall survive the expiration or termination of this Agreement. ARTICLE VI Probable Construction Cost 6.01 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 judgment as 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 VII Miscellaneous 7.01 Engineer shall exercise usual and customary professional care in efforts to comply with all laws, statutes, regulations, ordinances, rules and any other legal requirement in effect at the time Services are performed. 7.02 Any notice required by this Agreement shall be deemed to be properly served, if Page 8 of 40 (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: Tom Adams, Deputy City Manager P.O. Box 2000 Lubbock, Texas 79457 Facsimile: (806) 775-2051 w/ copy to: Aubrey Spear, P.E. P.O. Box 2000 Lubbock, Texas 79457 Facsimile: (806) 775-3344 For Engineer: John S. Kelley, P.E. 4222 85th Street Lubbock, Texas 79423 Facsimile: (806) 473-3500 7.03 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 IN LUBBOCK COUNTY, TEXAS. VENUE FOR ANY ACTION BROUGHT PURSUANT TO THIS AGREEMENT, OR ACTIVITY Page 9 of 40 CONTEMPLATED HEREBY, SHALL EXCLUSIVELY BE IN LUBBOCK COUNTY, TEXAS. 7.04 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. 7.05 Nothing contained herein shall be construed to imply a joint venture, joint enterprise, partnership or principal — agent relationship between Engineer and the City. 7.06 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 the parties as originally 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. 7.07 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. However, such Documents are not intended or represented by Engineer to be suitable for reuse by City or others on any other project. Any such reuse or modification without written verification or adaptation by Engineer, as appropriate for the specific Page 10 of 40 purpose intended, will be at City's sole risk and without liability or legal exposure to Engineer or to Engineer's consultants. Rights to intellectual property developed, utilized, or modified in the performance of the Services shall remain the property of Engineer. Any files delivered in electronic media may not work on systems and software different than those with which they were originally produced. Engineer makes no warranty as to the compatibility of these files with any other system or software. Because of the potential degradation of electronic medium over time, in the event of a conflict between the sealed original drawings / hard copies and the electronic files, the sealed drawings / hard copies will govern. 7.08 A waiver by either City or Engineer of a breach of this Agreement must be in writing to be effective. In the event either party shall execute and deliver such waiver, such waiver shall not affect the waiving parry's rights with respect to any other or subsequent breach. 7.09 Except as otherwise provided herein, neither City nor Engineer may assign or subcontract any part of the Services under this Agreement, in whole or in part, without the written consent of such assignment by the non -assigning party. City and Engineer each bind itself or himself, their legal representatives and permitted assigns in respect to all provisions of this Agreement. 7.10 Nothing in this Agreement shall be construed to provide any rights or benefits whatsoever to any party other than City and Engineer. 7.11 Engineer represents and warrants to City that it has taken all actions necessary to authorize the party executing this Agreement to bind, in all respects, Engineer to Page I 1 of 40 all terms and provisions of this Agreement, and that such person possesses authority to execute this Agreement and bind Engineer hereto. 7.12 Engineer shall not be responsible for: (1) construction means, methods, techniques, sequences, procedures, or safety precautions and programs in connection with the project to which the Services design (the "Project"); (2) the failure of any contractor, subcontractor, vendor, or other Project participant not under contract to Engineer, to fulfill contractual responsibilities to the City or to comply with federal, state, or local laws, regulations, and codes; or (3) procuring permits, certificates, and licenses required for any construction unless such responsibilities are specifically assigned to Engineer in Exhibit "A", Scope of Services. 7.13 Anything herein to the contrary notwithstanding, title to, ownership of, and legal responsibility and liability for any and all pre-existing contamination shall be determined in accordance with all applicable statutes, regulations, rules, orders and ordinances. 7.14 The performance of City hereunder shall be at all times conditioned upon the appropriation of sufficient funds by the City Council of the City of Lubbock. In the event that such funds are not so appropriated by the City Council, such shall not be considered a breach of this Agreement by the City. 7.15 City and Engineer agree that any dispute between them arising out of or related to this Agreement shall be submitted to non -binding mediation prior to exercising any other rights under law, unless the parties mutually agree otherwise. Page 12 of 40 7.16 The authority to authorize Additional Services, as defined and limited herein, and to act as Owner representative, as contemplated herein, including but not limited to, Exhibit "A", "Designated Representatives", and Exhibit "A", Part II, Paragraph 2, is hereby delegated by the City Council of the City to the Director of Water Utilities, or his designee. ARTICLE VIII Definitions 8.01 Wherever used in this Agreement, including exhibits hereto, the below described terms shall have the meaning prescribed herein. 1. Addenda --Written or graphic instruments issued prior to the opening of Bids which clarify, correct, or change the Bidding Documents. 2. Additional Services --Any services not included within Exhibit A as Basic Services, but determined to be necessary and mutually agreed upon and to be performed for or furnished to City by Engineer. 3. Agreement --This Agreement between City and Engineer, including the Exhibits attached hereto. 4. 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. 5. Basic Services --The services to be performed for or furnished to City by Engineer in accordance with Exhibit A of this Agreement. 6. Bid --The offer or proposal of the bidder submitted on the prescribed form setting forth the prices for the Work to be performed. 7. 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. 8. Change Order --A document recommended by Engineer, which is signed by Contractor and City to authorize an addition, deletion or revision in the Work, or an Page 13 of 40 adjustment in the Contract Price or the time of performance, issued on or after the effective date of the Construction Agreement. 9. City-- City of Lubbock, Texas, being sometimes also referred to as "Owner" 10. Construction Agreement or Contract --The entire and integrated written agreement between the City and Contractor concerning the Work. 11. Construction Cost --The cost to City of those portions of the Services 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 City's costs for legal, accounting, insurance counseling or auditing services, or interest and financing charges incurred in connection with the Services, or the cost of other services not related to the Services to be provided by others to City. 12. Construction Period-- A time starting with the Contractor's notice -to -proceed with facility construction and terminating once the Contractor has fulfilled the terms of the Construction Contract with the Owner. 13. Contract Documents --Documents that establish the rights and obligations of the parties engaged in construction and include the Construction Agreement between City 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 or otherwise incorporated in 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 or incorporated by reference in the Construction Agreement, together with all written amendments, 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 submitted by the Contractor and any ancillary reports and drawings prepared by OWNER approved consultants are not Contract Documents. 14. Contractor-- The person or entity that will be contracted with by the Owner to construct facilities designed by the Engineer. 15. Direct Expenses --All expenses incurred directly by Engineer in connection with the performing of Basic Services which are included in lump sum payments as indicated in Exhibit B and for which City shall pay Engineer as part of the lump sum payments due 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. Page 14 of 40 16. 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 City pursuant to this Agreement. 17. 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. 18. Engineer's Consultants --Individuals or entities having a contract with Engineer to furnish services with respect to the Services or otherwise serve as Engineer's independent professional associates, consultants, subcontractors, or vendors with respect to the Services. The term Engineer, as used in and for all purposes of this Agreement, includes Engineer's Consultants. 19. 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 Services. 20. Hazardous Environmental Condition --The presence at the Site of Asbestos, 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. 21. Peer Reviewer-- Licensed engineer under separate contract with the Owner designated to review draft and final engineering and construction documents, correspondence and discussions during the design and construction process. Peer reviewer will provide expert opinion and suggestions for improvement regarding the process that they participate in. 22. Reimbursable Expenses --The expenses incurred directly by Engineer in connection with the performing of Additional Services for the Services for which City 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. 23. 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 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 City. The duties and responsibilities of the Resident Project Representative are as set forth in Exhibit C. 24. 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. Page 15 of 40 25. Site --Lands or areas indicated in the Contract Documents as being furnished by City upon which the Work is to be performed, rights -of -way and easements for access thereto, and such other lands furnished by City which are designated for use of Contractor. 26. 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. 27. 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 or part of the Work refer to Substantial Completion thereof. 28. Supplementary Conditions --That part of the Contract Documents which amends or supplements the General Conditions, if any. 29. Work --The entire completed construction or the various separately identifiable parts thereof required to be provided under the Contract Documents with respect to the Services. Work includes and is the result of performing or furnishing labor, services, and documentation necessary to produce such construction and furnishing, installing, and incorporating all materials and all equipment into such construction, all as required by the Contract Documents. IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives as of the date first written above. Page 16 of 40 PARKHILL, SMITH & COOPER, INC. (�-4 'd IzAa�' JOH9 S. LLEY, FIV PRINCIPAL CITY OF LUBBOCK TOM MARTIN, MAYOR ATTEST: Rebe-oka Garza, City Secretary APP OVED tS T TENT: Thomas Adams, Deputy City Manager APPROVED AS TO ORM: zn�l Richard K. Casner, First Assistant City Attorney rcTrofessionalServicesAgmt PSC-Treated Water Line.091008 Page 17 of 40 Resolution No. 2008—RO368 EXHIBIT A SCOPE OF SERVICES LAKE ALAN HENRY PROJECT TREATED WATER PIPELINE General: 1. The Lake Alan Henry (LAH) treated water pipeline (The Project) includes the following facilities and services: • 18 miles of 42/48-inch diameter pipeline extending from the new LAH water treatment plant to the Pump Station 14 (Southwest Pump Station) site and to the existing 54-inch piping extending south along Memphis Street from Pump Station 10. In addition, this project includes approximately 4.2 miles of 42-inch diameter pipe extending from the treated water line to Pump Station 8. • Provide stub -outs and/or connections to the existing distribution system at locations yet to be determined. • Land Man services associated with property ownership, right-of-way requirements, negotiation for purchase of easements, and preparation of easements associated with the final pipeline routes. • Aerial and/or ground surveying required for design • Geotechnical, corrosion, and subsurface utility engineering required for design 2. The following facilities are not part of the Project. • Environmental and cultural resources investigations and the preparation of associated documents and permits. These services are being provided by a separate project. • Improvements to Lubbock's existing water distribution system. 3. The OWNER shall provide the following items for the development of the Project: • Purchase of easements • Pay for all fees, permits, mitigation cost, utilities, and power service costs • The OWNER shall designate a person to act as OWNER's representative during the Project. BASIC SERVICES: The Basic Services include project administration, preliminary investigations and reports, preparation of detailed design, as set forth herein, and construction documents and construction bid and award services. Construction phase services, resident representation services during construction, operations and maintenance manuals, start-up services, commissioning, and personnel training will be incorporated in subsequent amendments if desired by OWNER. ENGINEER shall render the following professional services in connection with the development of the Project: GENERAL SCOPE OF SERVICES TASKS: ENGINEER will provide the following as part of the preliminary and final design phase of the Project: a. Attend a kick-off meeting to clarify OWNER'S requirements for the Project, review pertinent data, review project staffing and organization, and present the initial work plan and schedule for matters not described in "Time for Completion", below. Page 18 of 40 b. Provide a Project Procedures Manual. The manual will be for use by the OWNER, Peer Reviewer, and Engineer. An initial draft will be presented at the kick-off meeting. The manual will include the following: • Project description and scope of work • Project organization • Project contracts and lines of communication • Code and other legal requirements • Special client requirements • Filing system • Work plan and schedule • Project Quality Assurance and Quality Control Plan • Project budget • Project schedule • Specification and drafting standards C. Provide administration and management of the Project. Review ongoing activities. Monitor schedule and budget. Review progress with OWNER on a regular basis. Discuss issues with the OWNER as they are noted. Attend monthly coordination meetings with the OWNER. Prepare and distribute minutes of the meetings. Attend periodic meetings and make presentations to the Lubbock Water Advisory Committee for the Project. d. Assist the OWNER with the public information program, including the preparation of exhibits and . associated descriptive material. A total of four meetings in Lubbock are included. e. Provide monthly update reports which include the following: • Status of the work *Major tasks to be completed in the next month *Discussion of major issues *Scope changes to project scope or Engineer's scope *Project budget update (if major changes since the last update) *Project schedule update (if major changes since the last update) *Status of deliverables f. Establish and maintain a team project web site for storage and access to information pertinent to the status, activities, and work projects of the Project, including the following • Project schedule • Agenda and minutes of meetings and workshops • Copies of reports, memorandums, deliverables, as appropriate 2. PRELIMINARY DESIGN PHASE: ENGINEER will provide the following as part of the preliminary design phase: a. Review with City staff the existing water distribution system maps and most recent distribution system model related to line locations, pressures, pump station and storage tank piping configurations, and anticipated future distribution system improvements affecting The Project. Page 19 of 40 b. Contact and meet with area utility companies and OWNER to identify potential conflicts with existing and planned utilities along the pipeline route. C. Review with OWNER'S staff existing and proposed thoroughfare plans affecting the pipeline route. d. Identify, through an Engineer Consultant approved by the OWNER, property ownership and existing and proposed right-of-way and easement requirements along the pipeline route, including temporary right-of-way for construction purposes, as appropriate. Negotiate on behalf of the OWNER for purchase of the easements. Provide land title research and title policy. Prepare survey permits and easements documents for review and approval by the OWNER. e. Conduct a workshop with OWNER'S staff and Peer Review Team to discuss alternative layouts, connections to existing pump stations and distribution system, and easement considerations for The Project. f. Evaluate alternatives and recommend designs for the Project facilities, including acceptable pipe size, pipe materials, construction methods and bid packages suitable for obtaining competitive bids. g. Prepare, for the purposes of a surge analysis, a computer model of the recommended pipeline alignment and treated water pump station facilities. Evaluate the effects of surge on the pipeline due to: a) Loss of individual pumps at LAH treated water pump station b) Full power failure (all pumps) at LAH treated water pump station Prepare a report indicating pipeline operating and surge pressures. The report will interpret results and identify operational and surge -related requirements. h. Prepare opinions of probable construction cost for the recommended project. Prepare and submit 10 copies of a draft copy of the preliminary design report for review by the OWNER. The preliminary design report will include design criteria, codes and standards, evaluation of alternatives, layouts, equipment selections, and cost estimates as described above. The report will also include the Project phasing, schedule, and permitting requirements. j. Attend a meeting to present the draft preliminary design report and receive comments from the OWNER. Make modifications to the report to address the OWNER'S comments, and submit 10 copies of the final draft of the preliminary design report. Page 20 of 40 FINAL DESIGN PHASE: Upon approval of the final draft of the preliminary design report, ENGINEER will provide the following as part of the final design phase: a. Obtain and review OWNER -furnished front end documents, general conditions, and special conditions for the construction contracts. Meet with OWNER to resolve review comments, and revise OWNER's standard documents accordingly. b. Prepare plans, specifications, contract documents, designs, and layouts of improvements to be constructed. C. Advise OWNER of need for and recommend scope of additional subsurface investigations, special analysis, and the retention of special consultants. (Geotechnical Engineering, Corrosion Engineering, and Subsurface Utility Engineering, will be furnished as Basic Services pursuant to Exhibit A — Basic Services, Paragraphs 5, 6, and 7, below). The cost of any Additional Services shall be paid by OWNER and are not included in the services performed by ENGINEER unless they are included pursuant to Exhibit A — Basic Services. d. Prepare applications for all routine permits applicable to the Project, as contemplated by this Exhibit "A", including but not limited to road and railroad crossing permits. ENGINEER will provide supporting documents to the Construction Contractor(s) for their application of NPDES Permitting. Any permitting effort required because of new regulations that become effective after the signing of this contract will be considered Additional Services. e. Submit plans, specifications, and contract documents to the applicable federal and state agency(s) for approval, where required. Submittals will include, but not be limited to, to the Texas Commission on Environmental Quality (TCEQ), and Texas Water Development Board (TWDB). f. Furnish necessary information to utility companies whose facilities may be affected by the Project. g. Level 1 Review: Furnish OWNER ten (10) copies of preliminary (30%) drawings marked "Preliminary" for approval by OWNER. ENGINEER will meet with the OWNER to present the preliminary drawings. After OWNER'S review, ENGINEER will meet with OWNER to receive comments. Level 1 review documents will include dimensional layout drawings and typical details of the planned facilities. The drawings will be in sufficient development to show the overall layout, but will not have specific design details or specifications. h. Level 2 Review: Furnish OWNER ten (10) copies of preliminary (60%) plans and specifications marked "Preliminary" for approval by OWNER. ENGINEER will meet with the OWNER to present the preliminary plans and specifications. After OWNER'S review, ENGINEER will meet with OWNER to receive comments. Level 2 review documents will include dimensional layout drawings, plan drawings, sections and elevations of the facilities. The drawings will be in sufficient development to show the overall layouts and design intent, but will lack many notes and minor details. The specifications will include the front end documents and draft specifications for major equipment items. Page 21 of 40 Level 3 Review: Furnish OWNER ten (10) copies of preliminary (95%) plans, specifications, and bid proposals marked "Preliminary" for approval by OWNER. ENGINEER will meet with the OWNER to present the preliminary plans and specifications. After OWNER'S review, ENGINEER will meet with OWNER to receive comments. Upon final approval by OWNER, ENGINEER will complete the plans and specifications and provide OWNER ten (10) sets of copies of "Final" plans and specifications. Level 3 Review documents will include all drawing sheets and specifications with some minor corrections and notes still remaining. Prepare bidder's proposal forms (Project quantities) of the improvements to be constructed. k. Prepare revised opinion of probable construction cost at the Level 1, 2, and 3 Reviews. 4. BID AND AWARD PHASE: Upon completion of the design services and approval of "Final" plans and specifications by OWNER, ENGINEER will proceed with the performance of services in this phase as follows: a. Assist OWNER in securing bids, issuing notice to bidders and notifying selected plan rooms. The notice to bidders will be furnished to OWNER for publication in the local news media. The cost for publications shall be paid by OWNER. b. Distribute plans to bidders at the cost of reproduction and handling. Cost will be paid for by bidders. A maximum of five complimentary sets of plans will be distributed to plan rooms. Keep a record of prospective bidders and plan rooms and other parties to whom the bidding documents have been distributed. Attend a pre -bid conference, if any, for each of the construction contracts. Issue Addenda as appropriate to clarify, correct, or change the bidding documents. Assist OWNER in the opening, tabulation, and analysis of the bids received and furnish recommendations on the award of contracts as appropriate. e. Assist OWNER in the preparation of documents for execution of the construction contracts. ENGINEER will conform the contract documents, make six original copies for execution. ENGINEER will also make twenty conformed copies of the plans and specifications for use by the Contractor and OWNER. The twenty copies will include ten full size copies and ten half size copies. f. The Bid and Award phase will be considered complete upon execution of the construction contracts by the OWNER and distribution of the conformed copies of the plans and specifications. Page 22 of 40 CORROSION ENGINEERING: Retain and monitor, through an Engineer Consultant, the efforts of a corrosion engineering firm, as approved by OWNER, to provide the following services: • Prepare soil resistivity surveys at 1500' intervals • Conduct laboratory analyses of 30 soil samples as collected by the geotechnical engineer. • Provide a visual inspection of the route to look for foreign pipeline crossings, stray do current sources, power lines, changes in soil conditions, drainages, and connections to existing facilities. • Prepare a report indicating soil resistivity analysis and recommendations for cathodic protection for up to three alternate pipe materials and up to three alternate cathodic protection system designs, such as galvanic anodes, galvanic ribbon anodes, and impressed current. • Provide recommendations for pipe material coating alternatives • Design cathodic protection systems for up to three alternate pipe materials • Furnish plans and specifications for cathodic protection and corrosion monitoring systems • Evaluation of AC interference and mitigation is not included, and will be an additional service if required. 6. GEOTECHNICAL ENGINEERING: Retain and monitor, through an Engineer Consultant, the efforts of a geotechnical engineering firm, as approved by OWNER, to provide the following services: • Provide drilling services, laboratory testing, and geotechnical engineering report required for the pipeline at approximately half mile spacing and at major road crossings (40 test holes). • Provide, as part of the geotechnical investigation report, a recommendation as to the suitability of trench excavated material for the backfill in the pipe zone, along with soil compaction recommendations. SUBSURFACE UTILITY ENGINEERING Retain and monitor, through an Engineer Consultant, the efforts of a subsurface utility engineering firm, as approved by OWNER, to perform test hole excavations for up to 100 existing utility lines. The excavations are intended to verify the vertical and horizontal locations of major existing underground utility lines which cross the proposed water pipeline. The intent of the excavations is to limit the number of construction change orders due to the unknown locations of existing lines 8. LAND MAN SERVICES Identify, through an Engineer Consultant approved by the OWNER, property ownership and existing and proposed right-of-way and easement requirements along the pipeline route, including temporary right-of-way for construction purposes, as appropriate. Negotiate on behalf of the OWNER for purchase of the easements. Provide land title research and title insurance policy. Prepare surveys of the right of way and easements, Page 23 of 40 survey permits and easements documents for review and approval by the OWNER. A copy of the proposal to ENGINEER for land man and associated services is attached to and made part of this agreement. TIME OF COMPLETION: ENGINEER is authorized to commence work on the Project upon execution of this AGREEMENT and, notwithstanding anything to the contrary herein, shall complete the services in accordance with the following schedule: • Notice to Proceed from Owner — October 1, 2008 • Submit Draft Preliminary Design Report — March 1, 2009 • Identify affected property owners and easement requirements — June 1, 2009 • Negotiate easements — October 1, 2009 • Begin Advertise for Bids Pipeline — August 1, 2010 The above schedule is based upon OWNER review of the preliminary design report within two weeks of submittal, and review of Level 1, 2, and 3 within three weeks of submittal. If ENGINEER's services are delayed through force majeure, the terms and provisions of Section 2.04, above, shall apply. DESIGNATED REPRESENTATIVES: ENGINEER and OWNER designate the following representatives. ENGINEER and OWNER may designate a different representative by providing notice to the other party as prescribed in this Agreement: Owner's Designated Representative — Aubrey Spear, P.E., City of Lubbock, Water Administration, P.O. Box 2000, Lubbock, TX 79457; phone 806-775-2585; fax 806-775-3344; e- mail ASpear@mail.ci.lubbock.tx.us ENGINEER's Designated Representative — John Kelley, Parkhill, Smith and Cooper, 4222 851h Street, Lubbock Texas 79423; phone 806-423-2200; fax 806-473-3500; e-mail jkelley@team- psc.com Page 24 of 40 Resolution No. 2008-RO368 EXHIBIT A, PART 2 — OWNER'S RESPONSIBILITIES LAKE ALAN HENRY WATER SUPPLY PROJECT TREATED WATER PIPELINE RESPONSIBILITIES OF OWNER: OWNER shall perform the following within a reasonable time, except in the event a specific time period has otherwise been prescribed for such task, wherein such specific time shall be applicable. 1. Designate in writing, as per Exhibit "A", Part 1, a person to act as OWNER's representative with respect to the services to be rendered under this AGREEMENT. Such person shall have authority to transmit instructions, receive information, interpret and clarify OWNER's policies and decisions with respect to ENGINEER's services for the Project. 2. Provide all criteria and full information as to OWNER's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; and furnish copies of all design and construction standards, unless such matters, or any of them, are otherwise required by any law, statute, rule, regulation or order applicable or related to the Project, which OWNER will require to be included in the drawings and specifications. 3. Assist ENGINEER by placing at ENGINEER's disposal all available non -confidential information in OWNER'S possession pertinent to the Project including previous reports and any other data relative to design or construction of the Project. Notwithstanding anything to the contrary herein, ENGINEER's reliance upon any report or data prepared by a party other than OWNER shall be at the sole risk of ENGINEER. 4. Arrange for access to and make all provisions for ENGINEER to enter upon public and private property as required for ENGINEER to perform services under this AGREEMENT. Examine all studies, reports, sketches, drawings, specifications, proposals and other documents required to be reviewed by OWNER as presented to OWNER by ENGINEER, obtain advice of an attorney, insurance counselor and other consultants as OWNER deems appropriate for such examination and render in writing decisions pertaining thereto within a reasonable time so as not to delay the services of ENGINEER. Furnish approvals and permits from all governmental authorities having jurisdiction over the Project and such approvals and consents from others as may be necessary for completion of the Project, unless to be provided by ENGINEER pursuant to the terms of this Agreement. Provide such accounting, independent cost estimating and insurance counseling services as may be required by OWNER for the Project, such legal services as OWNER may require with regard to legal issues pertaining to the Project including any that may be raised by Contractor(s), such auditing service as OWNER may require to ascertain how or for what purpose any Contractor has used the moneys paid under the construction contract, and such inspection services as OWNER may require to ascertain that Page 25 of 40 Contractor(s) are complying with any law, rule, regulation, ordinance, code or order applicable to their furnishing and performing the work. 8. Review the preliminary design report and provide comments as OWNER deems appropriate. Upon final approval of the preliminary design report, provide written authorization to ENGINEER to proceed with the final design phase. Review the Level 1, 2, and 3 plans and specifications and provide comments to ENGINEER. 9. OWNER and ENGINEER may agree, if so elected by OWNER and ENGINEER, to a contract amendment to establish the construction phase services to be provided by ENGINEER. 10. Attend the pre -bid conference, bid opening, preconstruction conferences, construction progress and other job related meetings and substantial completion inspections and final payment inspections. 11. Give prompt written notice to ENGINEER whenever OWNER observes or otherwise becomes aware of any development that affects the scope or timing of ENGINEER's services, or any defect or nonconformance of the work of any Contractor. 12. Furnish, or direct ENGINEER to provide, Additional Services as stipulated in Exhibit A, Part 3 of this AGREEMENT or other services, as deemed to be required by OWNER. 13. The OWNER reserves the right to direct substantial revision of the Plans and Specifications after approval by the OWNER as OWNER may deem necessary, but in such event the OWNER shall pay ENGINEER just and equitable compensation for services rendered in making such revisions and such shall be considered Additional Services hereunder. OWNER shall not be obligated to pay ENGINEER for said revisions should they be necessary as a result of the design and/or Contract Documents being in any manner defective or deficient. 14. Bear all costs incident to compliance with the requirements of OWNER'S responsibilities. 15. Provide the following services, unless provided specifically otherwise in this Agreement: 1. Purchase easements required by Project. 2. Pay all permit fees and mitigation costs applicable to the Project. 3. Provide advertisement for bids in local publications as required. Page 26 of 40 EXHIBIT A, PART 3 -- ADDITIONAL SERVICES LAKE ALAN HENRY WATER SUPPLY PROJECT TREATED WATER PIPELINE ADDITIONAL SERVICES: Additional Services to be performed by ENGINEER, if authorized by OWNER, which are not included in the above described basic services, are described as follows: Providing services to investigate existing conditions or facilities, or to make measured drawings thereof, or to verify the accuracy of OWNER prepared drawings or other OWNER prepared information furnished by OWNER. 2. Making revisions to drawings, specifications or other documents when such revisions are not consistent with approvals or instructions previously given by OWNER. Investigations involving consideration of operation, maintenance and overhead expenses, and the preparation of rate schedules, earnings and expense statements, feasibility studies, appraisals, evaluations, assessment schedules, and material audits or inventories required for certification of force account construction performed by OWNER. 4. Preparing data and reports for assistance to OWNER in preparation for hearings before regulatory agencies, courts, arbitration panels or any mediator, giving testimony, personally or by deposition, and preparations therefore before any regulatory agency, court, arbitration panel or mediator other than those services described in the Exhibit A — Basic Services. 5. Assisting OWNER in the defense or prosecution of litigation not described in Paragraph 4, above, in connection with or in addition to those services contemplated by this AGREEMENT. Such services, if any, shall be furnished by ENGINEER on a fee basis negotiated by the respective parties outside of and in addition to this AGREEMENT. 6. Providing environmental support services including the design and implementation of ecological baseline studies, environmental monitoring, impact assessment and analyses, and other assistance required to address environmental issues other than those services described in the Exhibit A — Basic Services. 7. Design, contract modifications, studies or analysis required to comply with local, State, Federal or other regulatory agencies that become effective after the date of this Agreement. 8. Additional drawing sheets required as a result of having one or more alternate designs in the bidding documents in addition to the base design, as said design is provided for in Exhibit "A", Parts I and 2. 9. Any alternate contract structure or number of contracts other than as stipulated in Exhibit A — Basic Services. 10. Services required to resolve bid protests or to re -bid the Project for any reason. 11. Providing services made necessary because of unforeseen, concealed, or differing site conditions or due to the presence of hazardous substances in any form. Page 27 of 40 12. Providing value engineering studies or reviews of cost savings proposed by others. 13. Providing any services after the bid and award of construction contracts. 15. Other items or activities defined as "Additional Services" in this Agreement. Page 28 of 40 EXHIBIT B — PAYMENTS TO THE ENGINEER PAYMENTS TO THE ENGINEER — Lake Alan Henry Treated Water Pipeline OWNER shall pay ENGINEER for services set forth in Exhibit A — Scope of Services, Basic Services, Paragraph 1, 2, 3, and 4 as follows: a. A Lump Sum of $ 1,450,000 based on the following distribution of compensation: Deliverable Amount Delivery Date • Preliminary Design Report $ 220,000 March 12009 • Level I Design $ 400,000 July 1, 2009 • Level 2 Design $ 400,000 December 1, 2009 • Level 3 Design $ 400,000 May 1, 2010 • Award of Bids $ 30,000 August 1, 2010 b. The Lump Sum includes compensation in the amount of $1,450,000 for the Treated Water Pipeline for ENGINEER's services and services of ENGINEER's Consultants, except as noted below in Paragraph 2. Appropriate amounts have been incorporated in the Lump Sum to account for labor, overhead, profit, and direct expenses. c. The portion of the Lump Sum amount billed for ENGINEER's services will be based upon ENGINEER's reasonable estimate of the proportion of the total services actually completed during the billing period to the Lump Sum. d. The Lump Sum is conditioned on authorization to proceed issued by October 1, 2008 and receipt of bids by October 1, 2010. Should the Contract Time to complete the Services be extended beyond this period through no fault of the ENGINEER, the total compensation to ENGINEER shall be negotiated by OWNER and ENGINEER and appropriately adjusted by amendment to this Agreement. No Additional Services will be rendered until such amendment has been approved by the City. 2. OWNER shall pay ENGINEER for services set forth in Exhibit A — Scope of Services, Basic Services, Paragraphs 5, 6, 7 and 8 as follows: a. For Basic Services Item 5— Corrosion Engineering Services. The basis of cost times a factor of 1.10, with a Not -to -Exceed amount of $150,000.00. b. For Basic Services Item 6— Geotechnical Engineering Services. The basis of cost times a factor of 1.10, with a Not -to -Exceed amount of $30,000.00. c. For Basic Services Item 7— Subsurface Utility Engineering Services. The basis of cost times a factor of 1.10, with a Not -to -Exceed amount of $275,000.00. Page 29 of 40 d. For Basic Services Item 8 — Land Man and Surveying Services. The basis of cost times a factor of 1.05, with a Not -to -Exceed amount of $1,756,000.00. Authorized Additional Services a. OWNER shall pay ENGINEER for authorized Additional Services as follows: 1) For labor on an hourly rate basis per the attached schedules, as applicable for personnel of the respective firm. 2) Engineer Consultants will be billed on the basis of cost times a factor of 1.10, unless such additional services relate to Item 8, in which case such additional services will be billed on the basis of cost times a factor of 1.05. 3) For reimbursable expenses, on the basis of cost times a factor of 1.10. 4) If mutually agreeable to OWNER and ENGINEER, a negotiated lump sum fee will be used. b. The hourly rate schedule will be adjusted each January 1 st to reflect cost of living adjustments, limited to a maximum increase of 5% per annum. Page 30 of 40 Client: City of Lubbock Project: Lake Alan Henry Water Supply Project Agreement Date: Classification Hourly Rate PROFESSIONAL LEVEL VII Engineer VII Architect VI Landscape Architect VI Interior Designer VII PROFESSIONAL LEVEL VI Engineer VI Architect VI Landscape Architect VI Interior Designer VI PROFESSIONAL LEVEL V Engineer V Architect V Landscape Architect V Interior Designer V Parkhill, Smith & Cooper, Inc. Hourly Rate Schedule January 1, 2008 Classification Hourly Rate 155.00 PROFESSIONAL LEVEL 11 76.00 Intern (Architect) II Interior Designer II, Intern (Interiors) II Technologist II Resident Project Representative II Landscape Architect II 132.00 PROFESSIONAL LEVEL 1 69.00 Intern (Architect) I Intern (Interiors) I Technologist 1 117.00 Resident Project Representative I PROFESSIONAL LEVEL IV 101.00 Engineer IV Architect IV, Intern (Architect) IV Landscape Architect IV Interior Designer IV Technologist IV Resident Project Representative IV PROFESSIONAL LEVEL III Engineer 1/I1, III Architect III, Intern (Architect) III Landscape Architect III Intern (Landscape Architect) III Interior Designer III Technologist III Resident Project Representative III Expenses SUPPORT STAFF III Engineering Technician III CADD III Administrative Secretary III Project Assistant 1/II SUPPORT STAFF II Accounting Clerk CADD Clerical Engineering Technician 11 Administrative Secretary II 85.00 SUPPORT STAFF I Architectural Student Engineering Student Interiors Student Landscape Architecture Student Accounting Clerk Trainee CADD Trainee Clerical Trainee 1*81411 34.00 Reimbursement for expenses, as listed below, incurred in connection with the Additional 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. Rented vehicles, local public transportation and taxis, travel, and subsistence. 3. Special or job specific fees, insurance, permits, and licenses applicable to the work services. 4. 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, 2008 through December 31, 2008. After December 31, 2008, invoices will reflect the Schedule of Charges currently in effect. Q:ICITYATMCHARD\ProfessionalSmicesAgmt PSC-Treated Water Line.091008.doe PROPOSAL FOR LAND MAN SERVICES Q3CITYATI\RICHARD\ProfessionaiSmice5Agml PSC-Treated Water Une.091008.doc HUGO REED AND ASSOCIATES, INC. 1601 Avenue N / Lubbock, Texas 79401 1 8061763.5642 / FAX 8061763-3891 LAND SURVEYORS CIVIL ENGINEERS July 31, 2008 Mr. John S. Kelley, P.E. Parkhill, Smith & Cooper, Inc. 4222 85 h Street Lubbock, Texas 79423 806-473-2200 Main 806-473-3523 Direct 806-473-3500 Fax 806-790-1672 Cell jkelleyAteam-psc.com www.team-psc.com Re: Lake Alan Henry Water Treated Water Pipeline Land Acquisition Services Dear John, Hugo Reed and Associates, Inc. (HRA) is pleased to submit this proposal to provide land acquisition and professional land surveying services relating to the referenced project. This proposal is intended to describe the general services proposed and our related fees. This proposal has been prepared at the direct request of the addressee or his agent. The contents of this document are confidential and prepared solely for the review of the addressee and/or his agent. The contents of this document shall not be released to other parties without the express written consent of HRA. PROJECT BACKGROUND As part of the City of Lubbock's long-range water supply plan, construction was completed for Lake Alan Henry in 1993. The lake is located approximately 65 miles southeast of Lubbock primarily in Garza County. In order for Lake Alan Henry to serve as a water supply, water transmission and treatment systems must be constructed. The Preliminary Engineering for the Lake Alan Henry Water Transmission and Treatment System was completed by Parkhill, Smith and Cooper, Inc. (PSC) in association with Freese & Nichols, Inc. and Black & Veatch Corporation in November 2007. A preliminary treated water pipeline route was recommended as part of that effort. PROJECT DESCRIPTION This project includes approximately fifteen miles of distribution pipe line connecting the proposed Water Treatment Facility to the City of Lubbock Pump Station 10 and Southwest Pump Station and consists of new 48-inch and 42-inch diameter pipe. The City of Lubbock may elect to authorize services for connection to Pump Station 8. The proposed route primarily follows 114th Street from the vicinity of County Road 2800 to near Upland Road, with extensions along Memphis Avenue and Upland Road. It is anticipated that the new water line will be placed in what is now either City of Lubbock or Lubbock County right-of-way. Several locations may, however, require the acquisition of property for permanent City of Lubbock right-of-way. Many impacted parcels may have substantial existing improvements. Close coordination with the City of Lubbock and the PSC will be essential during the land acquisition process. PROJECT CONSULTANTS HRA has developed a team of local professionals with significant experience in land acquisition services. Each member will perform specific duties outlined in the scope of services in the following sections. HRA will provide overall project coordination and land surveying services for the project. HRA will provide legal descriptions, parcel plats, and topographic surveys for design. HRA has extensive in-house survey information and has been surveying around the South Plains for sixty years. Don L. Harris Appraisal Company, Inc. (HAC) will provide to HRA the appraisals for identified parcels. Mr. Don L. Harris is certified by the State of Texas and a member of several professional appraisal organizations. HAC is also providing appraisal services for the Lake Alan Henry Water Infrastructure Land Acquisition Service under separate contract. Craig, Terrill, Hale & Grantham, LLP (CTHG) and West Texas Title Company, Inc. (WTT) will provide to HRA title examinations, reviews relating to oil, gas, and mineral rights of affected parcels, preparation of legal documents, and title services. Mr. Terry Grantham, Attorney at Law is a principal with WTT and has twenty five years experience in real estate. Mr. Grantham has extensive experience in right-of-way acquisitions and has provided similar services to the City of Lubbock in the past. Mr. Dee W. Hart, Jr. (DWH) will provide land owner negotiation services for HRA. Mr. Hart has worked extensively with Mr. Grantham. Mr. Hart has over twenty five years of experience in land acquisition and title examination. Mr. Hart was a member of the team responsible for negotiating and acquiring the subordination agreements during the construction of Lake Alan Henry. SCOPE OF SERVICES Based on our previous discussions and review of the information received to date, the following is our proposed general scope of services for the referenced project. HRA has addressed all requirements anticipated to be associated with the referenced project. The outlined scope of services is based on the route map provided and attached hereto. Based on the preliminary alignment, HRA has determined that approximately seventy five parcels may be affected for the portion of the route connecting to Pump Station 10 and the Southwest Station. An additional 10 parcels may be impacted by connecting to Pump Station 8. Should additional parcels be identified or the preliminary route altered during the course of design requiring additional services that are outside this scope, HRA will advise PSC and negotiate an amendment to this agreement in good faith. HRA should include in a separate agreement with PSC. Q:\CITYATT\RICHARD\ProfessionalSmicesAgrat PSC-Treated Water Line.091009.doc HRA will provide services necessary to acquire rights -of -way in a form acceptable to the City of Lubbock. Services will be provided in accordance with HB 1495 — The Land Owner's Bill of Rights. Major tasks for land acquisition services and rights -of -way will include the following items. TASK 1 - APPRAISALS HRA and HAC will prepare or have prepared under their supervision written appraisals for each parcel to be acquired. Each appraisal will be reviewed for accuracy. The appraisals will be submitted to the City of Lubbock with recommendations for just compensation for each parcel. Two valuations for each parcel will be provided. One valuation will be prepared representing pre -construction conditions and one valuation representing post -construction conditions. Two valuations are desired if condemnation is likely. TASK 2 - PROPERTY COSTS AND PRICING Preliminary valuations of properties will be developed by HRA and HAC. The preliminary valuations will assist in developing parameters for the land acquisition services. The offering price for the properties will be established based on the preliminary valuations and in consultation with the City of Lubbock. A value to be used for negotiation will be determined and a range of authority defined for HRA and DWH. TASK 3 - DOCUMENT PREPARATION HRA will prepare surveys, legal descriptions, and parcel plats required for the acquisition of the necessary rights -of -way. HRA will review the surveys, legal descriptions and parcel plats to ensure accuracy. The surveys, legal descriptions, and parcel plats will be provided to CTHG for use in preparing the necessary legal documents to be filed at the Lubbock County Courthouse for acquisition of the necessary rights -of -way. The right of access documents, right-of-way documents and Memorandum of Agreement will be prepared by CTHG for HRA and submitted to the City of Lubbock for review. TASK 4 - TITLE INFORMATION Title Policies will be purchased based on the Texas Title Insurance Premium Rates effective at the time of purchase. A premium rate table is attached. WTTC will prepare the necessary title examinations to research and retrieve deeds for affected parcels. Information from the title examination including land owner name, a copy of the warranty deed, and a description of the necessary easement affecting the property will be provided to the City of Lubbock and PSC. A copy of the Title Commitment for each property, including a review of liens or other exceptions, will be provided to PSC and the City of Lubbock. HRA will coordinate with PSC to determine the location and effect of any utility easements. A report will be prepared for the City of Lubbock and PSC with recommendations on the dispositions of the exceptions. A determination as to the acceptability of the exceptions will be the responsibility of the City of Lubbock and PSC. Any actions required to clear title are outside this scope of services and will be negotiated as additions services if necessary. Q:\CITYAI-MCHARA\ProfessiOrWService9Agn t PSC-Treated Water Une.091008.dx TASK S - NEGOTIATION HRA and DWH will provide services relating to right-of-way acquisition. PSC will provide the preliminary pipeline route and copies of aerial photos, if available, for use during negotiations. Permission from land owners of affected parcels will be obtained and signed documentation provided to others requiring access to the subject tracts to fulfill specific contractual obligations. If necessary, negotiations for compensation for right -of entry will be conducted in consultation with the City of Lubbock. A good faith effort will be made to obtain the necessary rights -of -way through the negotiation process, which will generally consist of no less than three contacts with the property owner or authorized representative. Generally, no more that five contacts will be necessary to either reach and agreement or determine if further negotiations would be non -productive and eminent domain actions necessary. If absentee owners are involved, the negotiations may be conducted via telephone, fax, or by mail. If the schedule for acquisition of the right-of-way or other factors arises, which make it expedient, travel outside of the project area to meet with the absentee owners may be desirable. If such events arise, the travel must be specifically authorized by the City of Lubbock. If such travel is authorized the expenses involved including the agents time will be considered as additional services. The initial offer made to the property owner will be based on the value approved as previously discussed in Tasks 1 and 2. All counter-offers by the property owner along with recommendations will be presented to the City of Lubbock for their consideration. Meetings will be held with appropriate City of Lubbock staff or the City Council as necessary to present negotiation information. Meetings with the City Council will be held as scheduled for regular and special sessions. The City of Lubbock must approve such counter offers prior to authorizing any requested changes. All monetary offers made to the property owners will be within the limits authorized by the City of Lubbock in the various stages of the negotiation. After reaching an agreement with the landowner on the consideration and all other terms of the transaction, a Memorandum of Agreement (M/A) executed by the property owner will be forwarded to the City of Lubbock for ratification. This MIA will set forth the compensation and any other terms and conditions agreed upon. The City of Lubbock will be responsible for obtaining the ratification and for returning the ratified M/A. The M/A document will then be signed and recorded, if requested by the City of Lubbock, at the Lubbock County Courthouse. The payment to the property owner and the closing procedures will be in compliance with the procedures defined in Task 7. CLOSING PROCEDURES. In the event these good faith efforts fail to produce a satisfactorily negotiated agreement, HRA will recommend the City of Lubbock use the power of Eminent Domain to acquire the right-of- way. Q;\CITV ATf1RICHARD\ProfessiomiServicesAgmt PSC-Treated Water Line.091008.doc HRA will submit property owner's names on those parcels where negotiations were unsuccessful to the City of Lubbock. The City of Lubbock will be responsible for preparing and approving a resolution authorizing condemnation of the necessary parcels. Upon request of the City of Lubbock's legal advisor, HRA will request an updated Title Commitment from the Title Company. HRA will also obtain an updated appraisal report on each of the parcels requiring condemnation. HRA, upon receipt of the appraisal and updated Title Commitment will prepare a final offer letter for approval by the City of Lubbock. At the request of the City, HRA will mail the final offer letter to the property owner. HRA will prepare and furnish to the City of Lubbock's legal advisor a "file package" consisting of updated Title Commitments, appraisal reports, right-of-way agent's reports, legal descriptions and any other information in the HRA's files for the legal advisor's use in the required condemnation actions. TASK 6 - TITLE REVIEW FOR OIL & GAS LEASES AND SEVERED MINERAL RIGHTS A review of the Title Commitment will be performed to ascertain if any outstanding oil and gas leases are effective and valid for each parcel by CTHG. CTHG will also review Title Commitment in an attempt to discover whether property has all minerals severed. HRA and CTHG will notify the City of Lubbock of such situations and consult with the City of Lubbock to minimize liability or exposure. TASK 7 - CLOSING PROCEDURES HRA and WTTC will coordinate contacts with the City of Lubbock and Title Company to deliver any payments to the property owner and record the right of way documents. The documents will be returned to the City of Lubbock after recording at the Lubbock County Courthouse. TASK 8 - PROJECT MANAGEMENT Communication with PSC and the City of the Lubbock is critical to the success of this project. All meetings, correspondence, and project coordination efforts will be performed under this task. Written documentation will be maintained for each property in a separate parcel file. The file will include, as a minimum, the name, address and telephone number of the property owner and tenant, the property owner's verification of title information, the legal description and plat, the authorized negotiating price, and a copy of the right-of-way conveyance and curative documents. HRA will provide a monthly progress report on the acquisition, which will be submitted to PSC and the City of Lubbock. In addition, the HRA will attend a monthly meeting conducted by the PSC to coordinate activities being conducted by HRA, PSC, and the City of Lubbock with respect to property- acquisition. TASK 9 — CONDEMNATION [Additional Services] Q:\CITYATi1RICHARD\Profes3iona]ServicesAgmt PSC-Treated Water Line.091009,doc As requested by the City, HRA will provide the necessary services in addition to those described in Task 5 to assist the City of Lubbock when use of the power of Eminent Domain is required for acquiring the right-of-way. HRA will assist the City's legal advisor in preparing for the special commissioners hearings as requested by the legal advisor. These additional services are not included in this scope of services and will be provided on a per man day basis upon approval by the City of Lubbock. TASK 10 - TOPOGRAPHIC SURVEYING HRA will collect topographic information necessary for design of the treated water pipelines. HRA will provide ground control surveying for photo -identifiable points as provided by others in the vicinity of the newly mapped area around the proposed Water Treatment Facility. In addition, HRA will provide additional topographic survey and elevations for strategic locations including the proposed tie-in locations to Pump Station 10 and the Southwest Pump Station and the proposed crossing under U. S. Highway 87 and other major intersections as needed, for up to ten identified locations. COMPENSATION Compensation for the above outlined services will be on a per man day not -to -exceed basis as outlined in the attached tasking spreadsheets. Rates are established in the tasking spreadsheets. HRA will invoice for work performed on a monthly basis. HRA will also invoice for all direct costs for recordation of the right of way documents and Memorandum of Agreement, if recorded. All other expenses are included in the day rates of HRA and are not reimbursable by the City of Lubbock. PSC will invoice the City of Lubbock and PSC will pay HRA within fourteen days of receipt of payment from the City of Lubbock. SUMMARY Hugo Reed and Associates, Inc. is pleased to have this opportunity and we look forward to working with you on the project. If you have any questions or need any additional information, please do not hesitate to contact us at your convenience. Q:\CITYATTIRICHARD\ProfessionalServicesAgmt PSC-Treated Water Line.091008.doc SCOPE OF SERVICES LAKE ALAN HENRY TREATED WATER PIPELINE LAND ACQUISITION SERVICES Pump Station No.10 and Southwest Pump Station Basic Services Group A July 31, 2008 HRA HAC CTHG WTTC DWH Man Day Crew Day Man Day Man Day Man Day Man Da $1,000.00 $1,200.00 $1,000.00 $1,600.00 $700.00 $600.00 TASK DESCRIPTION Fee 1 APPRAISAL HAC 375 $375,000.00 2 PROPERTY COSTS AND PRICING HAC 60 $60,000.00 3 DOCUMENTATION PREPARATION HRA 50 120 $194,000.00 CTHG 35 $56,000.00 4 TITLE INFORMATION WTTC 300 $210,000.00 5 NEGOTIATION DWH 375 $187,500.00 TITLE REVIEW FOR OIL & GAS LEASES 6 AND SEVERED MINERAL RIGHTS CTHG 20 $32,000.00 7 CLOSING PROCEDURES WTTC 30 $21,000.00 8 PROJECT MANAGEMENT HRA 160 $160,000.00 HAC 60 $60,000.00 CTHG 15 $24,000.00 WTTC 15 $10,500.00 DWH $ - 9 CONDEMNATION - ADDITIONAL SERVICES 10 PHOTO ID AND TOPOGRAPHIC SURVEYING HRA 30 45 $84,000.00 Fee $240,000.00 $198,000.00 $495,000.00 $112,000.00 $241,500.00 $187,500.00 $1,474,000.00 Tasking in this spreadsheet based on preliminary pipeline route provided by PSC and services for approximately 75 parcels. Should a change in route be required or should additional parcels be identified, an amendment to this agreement for out of scope services will be required. HRA - Hugo Reed and Associates, Inc. HAC - Harris Appraisal Company, Inc. CTHG - Craig, Terrill, Hale & Grantham, LLP WTTC - West Texas Title Company, Inc. DWH - Dee W. Hart, Jr. Resolution No. 2008-RO368 SCOPE OF SERVICES LAKE ALAN HENRY TREATED WATER PIPELINE LAND ACQUISITION SERVICES Pump Station No. 8 Basic Services Group B July 31, 2008 HRA HAC CTHG WTTC DWH Man Day Crew Day Man Day Man Day Man Day Man Da $1,000.00 $1,200.00 $1,000.00 $1,600.00 $700.00 $500.00 TASK DESCRIPTION Fee 1 APPRAISAL HAC 50 $50,000.00 2 PROPERTY COSTS AND PRICING HAC 8 $8,000.00 3 DOCUMENTATION PREPARATION HRA 7 16 $26,200.00 CTHG 5 $8,000.00 4 TITLE INFORMATION WTTC 40 $28,000.00 5 NEGOTIATION DWH 50 $25,000.00 TITLE REVIEW FOR OIL & GAS LEASES 6 AND SEVERED MINERAL RIGHTS CTHG 3 $4,800.00 7 CLOSING PROCEDURES WTTC 4 $2,800.00 8 PROJECT MANAGEMENT HRA 22 $22,000.00 HAC 8 $8,000.00 CTHG 2 $3,200.00 WTTC 2 $1,400.00 DWH $ - 9 CONDEMNATION - ADDITIONAL SERVICES 10 TO ID AND TOPOGRAPHIC SURVEYING HRA 4 6 $11,200.00 Fee $33,000.00 $26,400.00 $66,000.00 $16,000.00 $32,200.00 $25,000.00 $198,600.00 Tasking in this spreadsheet based on preliminary pipeline route provided by PSC and services for approximately 10 parcels. Should a change in route be required or should additional parcels be identified, an amendment to this agreement for out of scope services will be required. HRA - Hugo Reed and Associates, Inc. HAC - Harris Appraisal Company, Inc. CTHG - Craig, Terrill, Hale & Grantham, LLP WTTC - West Texas Title Company, Inc. DWH - Dee W. Hart Q:\CrrYAT MCHARD\Proressiona]Service Agmt PSC-Treated Water Line.091008.doc