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HomeMy WebLinkAboutResolution - 2004-R0409 - Professional Services Agreement - Lockwood, Andrews & Newman, Inc. - 08_26_2004Resolution No. 2004-RO409 August 26, 2004 Item No. 28 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 a Master Agreement between Owner. and Engineer for Professional Services, a Work Authorization Based upon Master Agreement between Owner and Engineer for Professional Services, and all work documents related thereto by and between the City of Lubbock, Texas and Lockwood, Andrews & Newman, Inc., a Texas corporation, attached hereto, which shall be spread upon the minutes of the Council and as spread upon the minutes of this Council shall constitute and be a part of this Resolution as if fully copied herein in detail. Passed by the City Council this ATTEST: ov-p Rebecca Garza, City Secretary APPROVED AS 1,O CONTENT: Wood f ,ankl' , Interim NKf Engineer Water Utilities as/CCDOCS/LAN Resolution-1 August 13, 2004 26th day of August , 2004. MCDOUGAL, MAYOR Resolution No. 2004-RO409 I August 26, 2004 Item No. 28 This document has important legal consequences; consultation with an attorney is encouraged with respect to its use, completion or modification. This document should be adapted to the particular circumstances of the contemplated; Project and the applicable laws of the jurisdiction in which the professional services for the Project are to be performed. MASTER AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES THIS IS A MASTER AGREEMENT made as of August 26 , 2004 between City of Lubbock ("OWNER") and Lockwood, Andrews & Newnam, Inc. ("ENGINEER"). OWNER intends to assign work authorizations to ENGINEER to perform services. Said services shall be defined in each authorization. The term "Project" throughout this Master Agreement will relate to a respective work authorization. OWNER and ENGINEER in consideration oftheir mutual covenants herein agree in respect of the performance or furnishing of professional engineering services by ENGINEER with respect to the Project and the payment for those services by OWNER as set forth in this Agreement and in each individual Work Authorization. Page 1 of 16 Pages LAN303 SECTION 1--GENERAL 1.1. Standard of Care. ENGINEER shall perform for or furnish to OWNER professional engineering and related services in all phases of the Project to which this Agreement applies as hereinafter provided. The ENGINEER shall serve as the OWNER's prime design professional and engineering representative for the Project providing professional engineering consultation and advice with respect thereto. ENGINEER may employ such ENGINEER's Consultants as ENGINEER deems necessary to assist in the performance or furnishing of professional engineering and related services hereunder. ENGINEER shall not be required to employ any ENGINEER's Consultant unacceptable to ENGINEER. The standard of care for all professional engineering and related services performed or furnished by ENGINEER under this Agreement will be the care and skill ordinarily used by members of ENGINEER's profession practicing under similar conditions at the same time and in the same locality. 1.2. Coordination with Other Documents. It is the intention of the parties that the Standard General Conditions will be used as the General Conditions for the Project and that all amendments thereof and supplements thereto will be generally consistent therewith. Except as otherwise defined herein, the terms which have an initial capital letter in this Agreement and are defined in the Standard General Conditions will be used in this Agreement as defined in the Standard General Conditions. The term "defective" will be used in this Agreement as defined in the Standard General Conditions. 1.3. Definitions. Wherever used in this Agreement the following terms have the meanings indicated which are applicable to both the singular and plural thereof. 1.3.1. Additional Services. Additional Services means the services to be performed for or furnished to OWNER by ENGINEER described in Section 3 of this Agreement. 1.3.2. Agreement. Agreement means this Master Agreement between OWNER and ENGINEER for Professional Services including those exhibits listed in Section 9 of this Master Agreement plus an individual Work Authorization from the OWNER. 1.3.3. Basic Services. Basic Services means the services to be performed for or furnished to OWNER by ENGINEER described in Section 2 of this Agreement. 1.3.4. Construction Cost. Construction Cost means the total cost to OWNER of those portions of the entire Project designed or specified by ENGINEER. Construction Cost does not include ENGINEER's compensation and expenses, the cost of land, rights -of -way, or compensation for or damages to properties, or OWNER's legal, accounting, insurance counseling or auditing services, or interest and financing charges incurred in connection with the Project or the cost of other services to be provided by others to OWNER pursuant to Section 4 of this Agreement. Construction Cost is one of the items comprising Total Project Costs. 1.3.5. Contractor. Contractor means the person or entity with whom OWNER enters into a written agreement covering construction work to be performed and furnished with respect to the Project. 1.3.6. ENGINEER's Consultant. ENGINEER's Consultant means a person or entity having a contract with ENGINEER to furnish Basic or Additional Services as ENGINEER's independent professional associate or consultant engaged directly on the Project. 1.3.7. Reimbursable Expenses. Reimbursable Expenses means the expenses incurred directly in connection with the performance or furnishing of Basic and Additional Services for the Project for which OWNER shall pay ENGINEER as indicated in Exhibit B, "Payments to Engineer for Services and Reimbursable Expenses" ("Exhibit B"). 1.3.8. Resident Project Representative. Resident Project Representative means the authorized representative of ENGINEER who will be 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 OWNER. The duties and responsibilities of the Resident Project Representative are set forth in Exhibit C, "Duties, Responsibilities and Limitations of Authority of Resident Project Representative" ("Exhibit C"). 1.3.9. Standard General Conditions. Standard General Conditions means the Standard General Conditions of the Construction Contract (No. 1910-8) (1990 Edition) of the Engineers Joint Contract Documents Committee. 1.3.10. Total Project Costs. Total Project Costs means the sum of the Construction Cost, allowances for contingencies, the total costs of design professional and related services Page 2 of 16 Pages LAN303 F9 provided by ENGINEER and (on the basis of information furnished by OWNER) allowances for such other items as charges of all other professionals and consultants, for the cost of land and rights -of -way, for compensation for or damages to properties, for interest and financing charges and for other services to be provided by others to OWNER under paragraphs 4.4, 4.5 and 4.7 through 4.14, inclusive. SECTION 2—BASIC SERVICES OF ENGINEER Upon this Agreement becoming effective and issuance of an individual Work Authorization from the OWNER, ENGINEER shall provide the following basic services as identified in "Exhibit A" of the respective Work Authorization. 2.1. Study and Report Phase. 2.1.1. Consult with OWNER to understand OWNER's requirements for the Project and review available data. 2.1.2. Advise OWNER as to the necessity of OWNER's providing or obtaining from others data or services of the types described in paragraph 4.4 which are not part of ENGINEER's Basic Services, and assist OWNER in obtaining such data and services. 2.1.3. Identify and analyze requirements of governmental authorities having jurisdiction to approve the portions of the Project designed or specified by ENGINEER with whom consultation is to be undertaken in connection with the Project. 2.1.4. Evaluate various alternate solutions available to OWNER as described in Exhibit A, and, after consultation with Owner, recommend to OWNER those solutions which in the ENGINEER's judgment best meet OWNER's requirements for the Project. 2.1.5. Prepare a report (the "Report") which will contain the statement of OWNER's requirements for the Project and, as appropriate, will contain schematic layouts, sketches and conceptual design criteria with appropriate exhibits to indicate the considerations involved and those alternate solutions available to OWNER which ENGINEER recommends. This Report will be accompanied by ENGINEER's opinion of Total Project Costs for each solution which is so recommended for the Project, including the following which will be separately itemized: opinion of probable Construction Cost, allowances for contingencies and for the estimated total costs of design professional and related services provided by ENGINEER and, on the basis of information furnished by OWNER, allowances for other items and services included within the definition of Total Project Costs. 2.1.6. Furnish the Report to and review it with OWNER. 2.1.7. Revise the Report in response to OWNER's comments, as appropriate, and furnish final copies of the Report in the number set forth in Exhibit A. 2.1.8. Submit the Report within the stipulated period indicated in Exhibit A. 2.1.9. ENGINEER's services under the Study and Report Phase will be considered complete at the earlier of (1) the date when the Report has been accepted and approved by OWNER or (2) thirty days after the date when such Report is delivered to OWNER for final acceptance, plus in each case such additional time as may be considered reasonable for obtaining approval of governmental authorities having jurisdiction to review the portions ofthe Project designed or specified by ENGINEER, if such approval is to be obtained during the Study and Report Phase. The duties and responsibilities of ENGINEER during the Study and Report Phase as set forth in this paragraph 2.1 are amended and supplemented as indicated in Exhibit A. 2.2. Preliminary Design Phase. After acceptance by OWNER of the Report, selection by OWNER of a recommended solution and indication of any specific modifications or changes in the scope, extent, character or design requirements of the Project desired by OWNER, and upon written authorization from OWNER, ENGINEER shall: 2.2.1. On the basis of the Report, the recommended solution selected by OWNER and the specific modifications or changes in the scope, extent, character or design requirements of the Project agreed upon by OWNER and ENGINEER, prepare Preliminary Design documents consisting of final design criteria, preliminary drawings, outline specifications and written descriptions of the Project. 2.2.2. Advise OWNER if additional reports, data or other information or services of the types described in paragraph 4.4 are necessary and assist OWNER in obtaining such reports, data or other information and services. 2.2.3. Based on the information contained in the Preliminary Design documents, submit a revised opinion of probable Construction Cost and any adjustments to Total Project Costs known to ENGINEER, which will be itemized as provided in paragraph 2.1.5. 2.2.4. Furnish the Preliminary Design documents to and review them with OWNER. Page 3 of 16 Pages LAN303 2.2.5. Submit the Preliminary Design documents and revised opinion of probable Construction Cost within the stipulated period indicated in Exhibit A. 2.2.6. ENGINEER's services under the Preliminary Design Phase will be considered complete at the earlier of (1) the date when the Preliminary Design documents have been accepted and approved by OWNER or (2) thirty days after the date when such Preliminary Design documents are delivered to OWNER for final acceptance, plus in each case such additional time as may be considered reasonable for obtaining approval of governmental authorities having jurisdiction to approve the Preliminary Design documentation, if such approval is to be obtained during the Preliminary Design Phase. The duties and responsibilities of ENGINEER during the Preliminary Design Phase as set forth in this paragraph 2.2 are amended and supplemented as indicated in Exhibit A. 2.3. Final Design Phase. After acceptance and approval by OWNER of the Preliminary Design Phase documents and revised opinion of probable Construction Cost and indication of any specific modifications or changes in the scope, extent, character or design requirements ofthe Project desired by OWNER, and upon written authorization from OWNER, ENGINEER shall: 2.3. L On the basis of the accepted Preliminary Design documents, the modifications or changes in the scope, extent, character or design requirements of the Project agreed upon by OWNER and ENGINEER and the revised opinion of probable Construction Cost, prepare for incorporation in the Contract Documents final Drawings showing the scope, extent and character of the work to be performed and furnished by Contractor and Specifications (which will be prepared, where appropriate, in general conformance with the sixteen division format of the Construction Specifications Institute). 2.3.2 Provide technical criteria, written descriptions and design data in a timely fashion for OWNER's use in filing applications for permits with or obtaining approvals of such governmental authorities as have jurisdiction to review or approve the final design of the Project, and assist OWNER in consultations with appropriate authorities. 2.3.3. Advise OWNER of any adjustments to the opinion of probable Construction Cost and any adjustments to Total Project Costs known to ENGINEER, itemized as provided in paragraph 2.1.5, as a result of changes in scope, extent, or character or design requirements of the Project. 2.3.4. Prepare for review and approval by OWNER, its legal counsel and other advisors, contract agreement forms, general conditions and supplementary conditions, and (where appropriate) bid forms, invitations to bid and instructions to bidders (all of which will be generally consistent in form and substance with the forms and pertinent guide sheets prepared by the Engineers Joint Contract Documents Committee), and assist in the preparation of other related documents. 2.3.5. Furnish the above documents, Drawings and Specifications to and review them with OWNER. 2.3.6. Submit the above documents, Drawings and Specifications and a revised opinion of probable Construction Cost within the stipulated period indicated in Exhibit A. 2.3.7. ENGINEER's services under the Final Design Phase will be considered complete at the earlier of (1) the date when the submittals have been accepted and approved by OWNER or (2) thirty days after the date when such submittals are delivered to OWNER for final acceptance, plus in each case such additional time as may be considered reasonable for obtaining approval of governmental authorities having jurisdiction to approve the portions of the Project designed or specified by ENGINEER, if such approval is to be obtained during the Final Design Phase. The duties and responsibilities of ENGINEER during the Final Design Phase as set forth in this paragraph 2.3 are amended and supplemented as indicated in Exhibit A. 2.4. Bidding or Negotiating Phase. After acceptance by OWNER of the ENGINEER's Drawings, Specifications and other Final Design Phase documentation (including the most recent opinion of probable Construction Cost), and upon written authorization to proceed, ENGINEER shall: 2.4.1. Assist OWNER, as requested by OWNER, in advertising for and obtaining bids or negotiating proposals for the contract for construction, materials, equipment and services; and, where applicable, maintain a record of prospective bidders to whom Bidding Documents have been issued, attend pre -bid conferences, if any, and receive and process deposits for Bidding Documents. 2.4.2. Issue Addenda as appropriate to clarify, correct or change the Bidding Documents. 2.4.3. Consult with OWNER as to the acceptability of subcontractors, suppliers and other persons and entities proposed by Contractor for those portions of the work as to Page 4 of 16 Pages LAN303 which such acceptability is required by the Bidding Documents. 2.4.4. Attend the bid opening, prepare bid tabulation sheets and assist OWNER in evaluating bids or proposals and in assembling and awarding contracts for construction, materials, equipment and services. 2.4.5. The Bidding or Negotiating Phase will terminate and the services to be performed or furnished thereunder will be considered complete upon commencement of the Construction Phase or upon cessation of negotiations with prospective Contractors (except as may otherwise be required to complete the services called for in paragraph E7.2.5, if Exhibit E is a part of this Agreement). The duties and responsibilities of ENGINEER during the Bidding or Negotiating Phase as set forth in this paragraph 2.4 are amended and supplemented as indicated in Exhibit A. 2.5 Construction Phase. During the Construction Phase: 2.5.1. General Administration of Construction Contract. ENGINEER shall consult with and advise OWNER and act as OWNER's representative as provided in the Standard General Conditions. The extent and limitations of the duties, responsibilities and authority of ENGINEER as assigned in said Standard General Conditions shall not be modified, except to the extent provided in Exhibit A and except as ENGINEER may otherwise agree in writing. 2.5.2. Visits to Site and Observation of Construction. In connection with observations of the work of Contractor while it is in progress: 2.5.2.1. ENGINEER shall make visits to the site as required in Exhibit A of the respective Work Authorization to observe as an experienced and qualified design professional the progress and quality of the various aspects of Contractor's work. In addition, ENGINEER shall provide the services of a Resident Project Representative at the site to assist ENGINEER and to provide more continuous observations of such work. The furnishing of such Resident Project Representative services will not extend ENGINEER's responsibilities or authority beyond the specific limits set forth elsewhere in this paragraph 2.5. Such visits and observations by ENGINEER and the Resident Project Representative are not intended to be exhaustive or to extend to every aspect of the work in progress, or to involve detailed inspections of the work beyond the responsibilities specifically assigned to ENGINEER in this Agreement and the Contract Documents, but rather are to be limited to spot checking, selective sampling and similar methods of general observation of the work based on ENGINEER's exercise of professional judgment as assisted by the Resident Project Representative. Based on information obtained during such visits and such observations, ENGINEER shall endeavor to determine in general if such work is proceeding in accordance with the Contract Documents and ENGINEER shall keep OWNER informed of the progress of the work. The responsibilities of ENGINEER contained in this paragraph are expressly subject to the limitations set forth in paragraph 2.5.2.2 and other express or general limitations in this Agreement and elsewhere. 2.5.2.2. The purpose of ENGINEER's visits to and representation by the Resident Project Representative at the site will be to enable ENGINEER to better carry out the duties and responsibilities assigned to and undertaken by ENGINEER during the Construction Phase, and, in addition, by the exercise of ENGINEER's efforts as an experienced and qualified design professional, to provide for OWNER a greater degree of confidence that the completed work of Contractor will conform in general to the Contract Documents and that the integrity of the design concept of the completed Project as a functioning whole as indicated in the Contract Documents has been implemented and preserved by Contractor. On the other hand, ENGINEER shall not, during such visits or as a result of such observations of Contractor's work in progress, supervise, direct or have control over Contractor's work nor shall ENGINEER have authority over or responsibility for the means, methods, techniques, sequences or procedures of construction selected by Contractor, for safety precautions and programs incident to the work of Contractor or for any failure of Contractor to comply with laws, rules, regulations, ordinances, codes or orders applicable to Contractor's furnishing and performing the work. Accordingly, ENGINEER neither guarantees the performance of any Contractor nor assumes responsibility for any Contractor's failure to furnish and perform its work in accordance with the Contract Documents. 2.5.3. Defective Work. During such visits and on the basis of such observations, ENGINEER shall have authority to disapprove of or reject Contractor's work while it is in progress if ENGINEER believes that such work will not produce a completed Project that conforms generally to the Contract Documents or that it will prejudice the integrity of the design concept of the completed Project as a functioning whole as indicated in the Contract Documents. 2.5.4. Clarifications and Interpretations; Field Orders. ENGINEER shall issue necessary clarifications and interpretations of the Contract Documents as appropriate to the orderly completion of the work. Such clarifications and interpretations will be consistent with the intent of and reasonably inferable from the Contract Documents. Page 5 of 16 Pages LAN303 M ENGINEER may issue Field Orders authorizing minor variations from the requirements of the Contract Documents. 2.5.5. Change Orders and Work Change Directives. ENGINEER shall recommend Change Orders and Work Change Directives to OWNER as appropriate, and shall prepare Change Orders and Work Change Directives as required. 2.5.6. Shop Drawings. ENGINEER shall review and approve (or take other appropriate action in respect of) Shop Drawings and Samples and other data which Contractor is required to submit, but only for conformance with the information given in the Contract Documents and compatibility with the design concept of the completed Project as a functioning whole as indicated in the Contract Documents. Such reviews and approvals or other action will not extend to means, methods, techniques, sequences or procedures of construction or to safety precautions and programs incident thereto. 2.5.7. Substitutes. ENGINEER shall evaluate and determine the acceptability of substitute or "or -equal" materials and equipment proposed by Contractor, but subject to the provisions of paragraph 3.2.2. 2.5.8. Inspections and Tests. ENGINEER may require special inspections or tests of the work, and shall receive and review all certificates of inspections, tests and approvals required by laws, rules, regulations, ordinances, codes, orders or the Contract Documents. ENGINEER's review of such certificates will be for the purpose of determining that the results certified indicate compliance with the Contract Documents and will not constitute an independent evaluation that the content or procedures of such inspections, tests or approvals comply with the requirements ofthe Contract Documents. ENGINEER shall be entitled to rely on the results of such tests. 2.5.9. Disagreements between OWNER and Contractor. ENGINEER shall render the initial decisions on all claims of OWNER and Contractor relating to the acceptability of the work or the interpretation of the requirements of the Contract Documents pertaining to the execution and progress of the work. In rendering such decisions, ENGINEER shall be fair and not show partiality to OWNER or Contractor and shall not be liable in connection with any decision rendered in good faith in such capacity. 2.5.10. Applications for Payment. Based on ENGINEER's on -site observations as an experienced and qualified design professional and on review of Applications for Payment and the accompanying data and schedules: 2.5.10.1. ENGINEER shall determine the amounts owing to Contractor and recommend in writing payments to Contractor in such amounts. Such recommendations of payment will constitute ENGINEER's representation to OWNER, based on such observations and review, that, to the best of ENGINEER's knowledge, information and belief, the work has progressed to the point indicated, the quality of such work is generally in accordance with the Contract Documents (subject to an evaluation of such work as a functioning whole prior to or upon Substantial Completion, to the results of any subsequent tests called for in the Contract Documents and to any other qualifications stated in the recommendation), and the conditions precedent to Contractor's being entitled to such payment appear to have been fulfilled in so far as it is ENGINEER's responsibility to observe the work. In the case of unit price work, ENGINEER's recommendations ofpayment will include final determinations of quantities and classifications of such work (subject to any subsequent adjustments allowed by the Contract Documents). The responsibilities of ENGINEER contained in paragraph 2.5.10.1 are expressly subject to the limitations set forth in paragraph 2.5.10.2 and other express or general limitations in this Agreement and elsewhere. 2.5.10.2. By recommending any payment ENGINEER shall not thereby be deemed to have represented that on - site observations made by ENGINEER to check the quality or quantity of Contractor's work as it is performed and furnished have been exhaustive, extended to every aspect of the work in progress, or involved detailed inspections of the work beyond the responsibilities specifically assigned to ENGINEER in this Agreement and the Contract Documents. Neither ENGINEER's review of Contractor's work for the purposes of recommending payments nor ENGINEER's recommendation of any payment (including final payment) will impose on ENGINEER responsibility to supervise, direct or control such work or for the means, methods, techniques, sequences or procedures of construction or safety precautions or programs incident thereto, or Contractor's compliance with laws, rules, regulations, ordinances, codes or orders applicable to Contractor's furnishing and performing the work. It will also not impose responsibility on ENGINEER to make any examination to ascertain how or for what purposes Contractor has used the moneys paid on account of the Contract Price, or to determine that title to any of the work, materials or equipment has passed to OWNER free and clear of any liens, claims, security interests or encumbrances, or that there may not be other matters at issue between OWNER and Contractor that might affect the amount that should be paid. Page 6 of 16 Pages LAN303 1� 2.5.11. Contractor's Completion Documents. ENGINEER shall receive and review maintenance and operating instructions, schedules, guarantees, Bonds, certificates or other evidence of insurance required by the Contract Documents, certificates of inspection, tests and approvals, and marked -up record documents (including Shop Drawings approved or reviewed under paragraph 2.5.6 and marked -up record Drawings) which are to be assembled by Contractor in accordance with the Contract Documents to obtain final payment (but the extent of such review will be limited as provided in paragraph 2.5.8); and shall transmit them to OWNER with written comments. 2.5.12. Substantial Completion. Following notice from Contractor that Contractor considers the entire work ready for its intended use, ENGINEER and OWNER, accompanied by Contractor, shall conduct an inspection to determine if the work is substantially complete. If after considering any objections of OWNER, ENGINEER considers the work substantially complete, ENGINEER shall deliver a certificate of Substantial Completion to OWNER and Contractor. 2.5.13. Final Notice of Acceptability of the Work. ENGINEER shall conduct a final inspection to determine if the completed work of Contractor is acceptable so that ENGINEER may recommend, in writing, final payment to Contractor. Accompanying the recommendation for final payment, ENGINEER shall also provide a notice in the form attached hereto as Exhibit D (the "Notice of Acceptability of Work') that the work is acceptable (subject to the provisions of paragraph 2.5.10.2) to the best of ENGINEER's knowledge, information and beliefand based on the extent of .the services performed and furnished by ENGINEER under this Agreement. 2.5.14. Limitation of Responsibilities. ENGINEER shall not be responsible for the acts or omissions of any Contractor, or of any subcontractor, any supplier, or of any other person or organization performing or furnishing any of the work. ENGINEER shall not be responsible for Contractor's failure to perform or furnish the work in accordance with the Contract Documents. 2.5.15. Duration of Construction Phase. The Construction Phase will commence with the execution of the construction contract for the Project or any part thereof and will terminate upon written recommendation by ENGINEER of final payment. If the Project involves more than one prime contract as indicated in paragraph 5.5, Construction Phase services may be rendered at different times in respect of separate prime contracts. The duties and responsibilities of ENGINEER during the Construction Phase as set forth in this paragraph 2.5 are amended and supplemented as indicated in Exhibit A. 2.6. Operational Phase. During the Operational Phase, ENGINEER shall, when requested by OWNER: 2.6.1. Provide assistance in connection with the refining and adjusting of any equipment or system. 2.6.2. Assist OWNER in training OWNER's staff to operate and maintain the Project. 2.6.3. Assist OWNER in developing systems and procedures for control of the operation and maintenance of and record keeping for the Project. 2.6.4. Prepare a set of reproducible record drawings showing record information which ENGINEER considers significant based on the Drawings, Shop Drawings, and other record documents furnished by Contractor to ENGINEER which were annotated by Contractor to show all changes made during construction. ENGINEER will not be responsible for any errors in or omissions in the information provided by Contractor that is incorporated in the record drawings or other record documents. 2.6.5. In company with OWNER, visit the Project to observe any apparent defects in the completed work, assist OWNER in consultations and discussions with Contractor concerning correction of such defects, and make recommendations as to replacement or correction of defective work. 2.6.6. Provide miscellaneous services as requested by OWNER in connection with Project closeout. 2.6.7. The Operational Phase may commence during the Construction Phase and will terminate one year after the date of Substantial Completion. The duties and responsibilities of ENGINEER during the Operational Phase as set forth in this paragraph 2.6 are amended and supplemented as indicated in Exhibit A. SECTION 3-ADDITIONAL SERVICES OF ENGINEER 3.1. Additional Services Requiring Authorization in Advance. If authorized in writing by OWNER, ENGINEER shall furnish or obtain from others Additional Services of the types listed in paragraphs 3.1.1 through 3.1.19, inclusive, as amended and supplemented as indicated in Exhibit A. These services are not included as part of Basic Services except to the extent otherwise provided in Exhibit A. These Page 7 of 16 Pages LAN303 services will be paid for by OWNER as indicated in Section 6. 3.1.1. Preparation of applications and supporting documents (in addition to those furnished under Basic Services) for private or governmental grants, loans or advances in connection with the Project; preparation or review of environmental assessments and impact statements; review and evaluation of the effect on the design requirements of the Project of any such statements and documents prepared by others; and assistance in obtaining approvals of authorities having jurisdiction over the anticipated environmental impact of the Project. 3.1.2. Services to make measured drawings of or to investigate existing conditions or facilities, or to verify the accuracy of drawings or other information furnished by OWNER. 3.1.3. Services resulting from evaluation by ENGINEER during the Study and Report Phase at OWNER's request of alternative solutions in addition to those specified in Exhibit A. 3.1.4. Services resulting from significant changes in the scope, extent or character of the portions of the Project designed or specified by ENGINEER or its design requirements including, but not limited to, changes in size, complexity, OWNER's schedule, character of construction or method of financing; and revising previously accepted studies, reports, Drawings, Specifications or Contract Documents when such revisions are required by changes in laws, rules, regulations, ordinances, codes or orders enacted subsequent to the preparation of such studies, reports, Drawings, Specifications, or Contract Documents, or are due to any other causes beyond ENGINEER's control. 3.1.5. Services resulting from facts revealed about conditions: 3.1.5.1. which are different from information about such conditions that OWNER previously provided to ENGINEER under paragraph 4.4 and upon which ENGINEER was entitled to rely; or 3.1.5.2. as to which OWNER had responsibility to provide information under paragraph 4.4 if such information was not previously provided. 3.1.6. Providing renderings or models for OWNER's use. 3.1.7. Preparing documents for alternate bids requested by OWNER for Contractor's work which is not executed or documents for out -of -sequence work. 3.1.8. Undertaking investigations and studies including, but not limited to, detailed consideration of operations, maintenance and overhead expenses; the preparation of feasibility studies, cash flow and economic evaluations, rate schedules and appraisals; assistance in obtaining financing for the Project; evaluating processes available for licensing and assisting OWNER in obtaining process licensing; detailed quantity surveys of materials, equipment and labor; and audits or inventories required in connection with construction performed by OWNER. 3.1.9. Furnishing services ofENGINEER's Consultants for other than Basic Services; and furnishing data or services of the types described in paragraph 4.4 when OWNER employs ENGINEER to provide such data or services in lieu of furnishing the same under paragraph 4.4. 3.1.10. Services attributable to a variation in the number of prime contracts from the number specified in Exhibit A for work designed or specified by ENGINEER. 3.1.11. Services during out-of-town travel required of ENGINEER other than visits to the site or OWNEWs office as required by Section 2. 3.1.12. Preparing for, coordinating with, participating in and responding to structured independent review processes, including, but not limited to, Construction Management, Cost Estimating, Project Peer Review, Value Engineering and Constructibility Review requested by OWNER; and performing or furnishing services required to revise studies, reports, Drawings, Specifications or Contract Documents as a result of such review processes. 3.1.13. Determining the acceptability of substitute materials and equipment proposed during the Bidding or Negotiating Phase when substitution prior to the award of contracts is allowed by the Bidding Documents. 3.1.14. Assistance in connection with bid protests, rebidding or renegotiating contracts for construction, materials, equipment or services, except when such assistance is required to complete services called for in paragraph E7.2.5, if Exhibit E is a part of this Agreement. 3.1.15. Providing field surveys for design purposes, engineering surveys and staking to enable Contractor to proceed with its work, and any type of property surveys or related engineering services needed for the transfer of interests in real property; and providing other special field surveys. 3.1.17. Preparing to serve or serving as a consultant or witness for OWNER in any litigation, arbitration or other legal or administrative proceeding involving the Project Page 8 of 16 Pages LAN303 (except for assistance in consultations which is included as part of Basic Services under paragraphs 2.1.3 and 2.3.2). 3.1.18. Providing more extensive services required to enable ENGINEER to issue notices or certifications requested by OWNER under paragraph 4.12. 3.1.19. Other additional services performed or furnished by ENGINEER in connection with the Project, including services which are to be furnished by OWNER under Section 4, and services not otherwise provided for in this Agreement. 3.2 Required Additional Services. When required by the Contract Documents in connection with the performance or furnishing of ENGINEER's services during the Construction Phase, ENGINEER shall perform or furnish Additional Services of the types listed in paragraphs 3.2.1 through 3.2.6, inclusive. These services are not included as part of Basic Services except to the extent provided in Exhibit A. Required Additional Services will be paid for by OWNER as indicated in Section 6. ENGINEER shall advise OWNER in writing promptly after starting any such Additional Services. 3.2.1. Services in connection with Work Change Directives and Change Orders to reflect changes requested by OWNER if, because of the method of compensation agreed upon by OWNER and ENGINEER, the resulting change in compensation for Basic Services is not commensurate with the extent of the additional services rendered. 3.2.2 Services in making revisions to Drawings and Specifications occasioned by the acceptance of substitute materials or equipment other than "or -equal" items; and services after the award of the construction contract in evaluating and determining the acceptability of a substitution which is inappropriate for the Project or an excessive number of substitutions. 3.2.5. Services (other than Basic Services during the Operational Phase) in connection with any partial utilization of any part of the Project by OWNER prior to its Substantial Completion. 3.2.6. Evaluating an unreasonable claim or an excessive number of claims, as deemed by the OWNER, submitted by Contractor or others in connection with the work. SECTION 4—OWNER'S RESPONSIBILITIES Except as otherwise provided in Exhibit A, OWNER shall do the following in a timely manner so as not to delay the services of ENGINEER and shall bear all costs incident thereto: 4.1. Designate in writing a person to act as OWNER's representative with respect to the services to be performed or furnished by ENGINEER under this Agreement. Such person will have complete authority to transmit instructions, receive information, interpret and define OWNER's policies and decisions with respect to ENGINEER's services for the Project. 4.2. 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 expendability, and any budgetary limitations; and furnish copies of all design and construction standards which OWNER will require to be included in the Drawings and Specifications. 4.3. Assist ENGINEER by placing at ENGINEER's disposal all available information pertinent to the Project including previous reports and any other data relative to design or construction of the Project, unless prohibited by law. 4.4. Furnish to ENGINEER, as requested by ENGINEER for performance of Basic Services or as required by the Contract Documents, the following: 4.4.1. data prepared by or services of others, unless prohibited by law, including without limitation explorations and tests of subsurface conditions at or contiguous to the site, drawings of physical conditions in or relating to existing surface or subsurface structures at or contiguous to the site, or hydrographic surveys; 4.4.2. the services of an independent testing laboratory to perform all inspections, tests and approvals of samples, materials and equipment prior to and after installation, or to evaluate the performance of materials, equipment and facilities of OWNER, prior to specification, and during construction; 4.4.3. appropriate professional interpretations of all of the foregoing; 4.4.4. environmental assessments, audits, investigations and impact statements, and other relevant environmental or cultural studies as to the Project, the site and adjacent areas; 4.4.5. property, boundary, easement, right-of-way, topographic and utility surveys or data, including relevant reference points; Page 9 of 16 Pages LAN303 ,�/ 4.4.6. property descriptions; 4.4.7. zoning, deed and other land use restrictions; and 4.4.8. other special data or consultations not covered in Section 2. OWNER shall be responsible for, and ENGINEER may rely upon, the accuracy and completeness of all reports, data and other information furnished pursuant to this paragraph. ENGINEER may use such reports, data and information in performing or furnishing services under this Agreement. 4.5. Provide, as required by the Contract Documents, field surveys for design purposes, engineering surveys and staking to enable Contractor to proceed with the layout of the work, and other special field surveys. 4.6. 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. 4.7. Examine all alternate solutions, studies, reports, sketches, Drawings, Specifications, proposals and other documents presented by ENGINEER (including obtaining advice of an attorney, insurance counselor and other consultants as OWNER deems appropriate with respect to such examination) and render in writing decisions pertaining thereto. 4.8. Provide approvals and permits from all governmental authorities having jurisdiction to approve the portions ofthe Project designed or specified by ENGINEER and such approvals and consents from others as may be necessary for completion of such portions of the Project. 4.9. Provide, as may be required for the Project such auditing services as OWNER may require to ascertain how or for what purpose Contractor has used the moneys paid on account of the Contract Price. 4.10. Provide such inspection or monitoring services by an individual or entity other than ENGINEER as OWNER may desire to verify: 4.10.1. that Contractor is complying with any law, rule, regulation, ordinance, code or order applicable to its performing and furnishing the work; or 4.10.2. that Contractor is taking all necessary precautions for safety of persons or property and complying with any special provisions of the Contract Documents applicable to safety. ENGINEER does not undertake in this Agreement to perform the services referred to in 4.10.1 and 4.10.2 above. The identity of any individual or entity employed to perform such services and the scope of such services will be disclosed to ENGINEER. 4.11. Advise ENGINEER of the identity and scope of services of any independent consultants employed by OWNER to perform or furnish services in regard to the Project, including, but not limited to, Construction Management, Cost Estimating, Project Peer Review, Value Engineering and Constructibility Review. If OWNER designates a person or entity other than, or in addition to, ENGINEER to represent OWNER at the site, OWNER shall define and set forth in an exhibit that is to be mutually agreed upon and attached to and made a part of this Agreement before such services begin, the duties, responsibilities and limitations of authority of such other party and the relation thereof to the duties, responsibilities and authority of ENGINEER. 4.12. Prior to the commencement of the Construction Phase, notify ENGINEER of any variations in the language of the Notice of Acceptability of Work, or of any notice or certification other than such Notice that ENGINEER will be requested to provide to OWNER or third parties in connection with the financing or completion of the Project. OWNER and ENGINEER shall reach agreement on the terms of any such requested notice or certification and OWNER shall authorize such Additional Services as are necessary to enable ENGINEER to provide the notice or certification requested under this paragraph. 4.13. If more than one prime contract is to be awarded for work designed or specified by ENGINEER, designate a person or entity to have authority and responsibility for coordinating the activities among the various prime contractors, and define and set forth the duties, responsibilities and limitations of authority of such person or entity and the relation thereof to the duties, responsibilities and authority of ENGINEER in an exhibit that is to be mutually agreed upon and attached to and made a part of this Agreement before such services begin. 4.14. Furnish to ENGINEER data or estimated figures as to OWNER's anticipated costs for services to be provided by others for OWNER (such as services pursuant to paragraphs 4.4, 4.5 and 4.7 through 4.14, inclusive) and other costs of the types referred to in paragraph 2.1.5 so that ENGINEER may make the necessary calculations to develop and periodically adjust ENGINEER's opinion of Total Project Costs. 4.15. Attend the pre -bid conference, bid opening, pre - construction conferences, construction progress and other Page 10 of 16 Pages LAN303 1p job related meetings and Substantial Completion and final payment inspections. 4.16. Give prompt written notice to ENGINEER whenever OWNER observes or otherwise becomes aware of any development that affects the scope or time of performance or furnishing of ENGINEER's services, or any defect or nonconformance in ENGINEER's services or in the work of any Contractor. 4.17. Furnish, or direct ENGINEER to provide, Additional Services as stipulated in paragraph 3.1 of this Agreement or other services as required. SECTION 5—TIMES FOR RENDERING SERVICES 5.1. ENGINEER's services and compensation under this Agreement have been agreed to in anticipation of the orderly and continuous progress of the Project through completion of the Construction Phase. Unless specific periods of time or specific dates for providing services are specified in this Agreement, ENGINEER's obligation to render services hereunder will extend for a period which may reasonably be required for the design, award of construction contracts, construction and initial operation of the Project including extra work and required extensions thereto. 5.2. If in this Agreement specific periods of time for rendering services are set forth or specific dates by which services are to be completed are provided and if such periods of time or dates are changed through no fault of ENGINEER, the rates and amounts of compensation provided for herein shall be subject to equitable adjustment not to exceed 2% without written authorization by the OWNER. If OWNER has requested changes in the scope, extent or character of the Project, the time of performance of ENGINEER's services shall be adjusted equitably. 5.3. If OWNER fails to give written authorization to proceed with any phase of services within 60 days after completion of the immediately preceding phase, or if the Construction Phase has not commenced within the stipulated period identified in this Agreement (plus such additional time as may be required to complete the services called for under paragraph E7.2.5 of Exhibit E is a part of this Agreement) after completion of the Final Design Phase or does not proceed in an orderly and continuous progression, ENGINEER may, after giving seven days' written notice to OWNER, suspend services under this Agreement. 5.4. If ENGINEER's services for design or during construction of the Project are delayed or suspended in whole or in part by OWNER: 5.4.1. for more than three months through no fault of ENGINEER, ENGINEER shall be entitled to equitable adjustment of rates and amounts of compensation provided for elsewhere in this Agreement to reflect, among other things, reasonable costs incurred by ENGINEER in connection with such delay or suspension and reactivation and the fact that the time for performance under this Agreement has been revised; or 5.4.2. for more than one year through no fault of ENGINEER, or if ENGINEER for any reason is required to render Construction Phase services more than one year after Substantial Completion is achieved, the rates and amounts of compensation provided for elsewhere in this Agreement will be subject to equitable adjustment to reflect, among other things, changes in the various elements that comprise such rates of compensation. 5.5. In the event that the work designed or specified by ENGINEER is to be performed or furnished under more than one prime contract, or if ENGINEER's services are to be separately sequenced with the work of one or more prime contractors (such as in the case of fast -tracking), OWNER and ENGINEER shall, prior to commencement of the Final Design Phase, develop a schedule for performance of ENGINEER's services during the Final Design, Bidding or Negotiating and Construction Phases in order to sequence and coordinate properly such services as are applicable to the work under such separate prime contracts. This schedule is to be prepared and included in Exhibit A whether or not the work under such contracts is to proceed concurrently. SECTION 6—PAYMENTS TO ENGINEER FOR SERVICES AND REIMBURSABLE EXPENSES 6.1. Methods of Payment for Services and Expenses of ENGINEER. 6.1.1. For Basic Services. OWNER shall pay ENGINEER for Basic Services performed or furnished under Section 2 on the basis set forth in Exhibit B. 6.1.2. For Additional Services. OWNER shall pay ENGINEER for Additional Services performed or furnished under Section 3 on the basis set forth in Exhibit B. 6.1.3. For Reimbursable Expenses. In addition to payments provided for in paragraphs 6.1.1 and 6.1.2, OWNER shall pay ENGINEER for Reimbursable Expenses incurred by ENGINEER and ENGINEER's Consultants as set forth in Exhibit B. The amount payable for Reimbursable Expenses will include a factor to the extent so indicated in Exhibit B. Page 11 of 16 Pages LAN303 6.2. Other Provisions Concerning Payments. 6.2. L Preparation of Invoices. Invoices for Basic and Additional Services and Reimbursable Expenses will be prepared in accordance with ENGINEER's standard invoicing practices and will be submitted to OWNER by ENGINEER at least monthly. The amount billed for Basic Services and Additional Services in each invoice will be calculated on the basis set forth in Exhibit B. Invoices are due and payable on receipt. 6.2.2. Unpaid Invoices. If OWNER fails to make any payment due ENGINEER for services and expenses within thirty days after receipt of ENGINEER's invoice therefor, the amounts due ENGINEER will be increased at the rate of 1.5% per month (or the maximum rate of interest permitted by law, if less) from said thirtieth day; and, in addition, ENGINEER may, after giving seven days' written notice to OWNER, suspend services under this Agreement until ENGINEER has been paid in full all amounts due for services, expenses and charges. Payments will be credited first to interest and then to principal. In the event of a disputed or contested billing, only that portion so contested may be withheld from payment, and the undisputed portion will be paid. 6.2.3. Payments Upon Termination. 6.2.3.1. Termination by OWNER for Cause. In the event of termination by OWNER for cause under paragraph 8.1.1: 6.2.3.1.1. Upon the completion of any phase of Basic Services, progress payments due ENGINEER in accordance with this Agreement for all such services performed or furnished by ENGINEER and ENGINEER's Consultants engaged directly on the Project through the completion of such phase will constitute total payment for such services. ENGINEER also will be paid for all unpaid Additional Services and unpaid Reimbursable Expenses. 6.2.3.1.2. During any phase of the Basic Services, ENGINEER also will be paid for such services performed or furnished in accordance with this Agreement by ENGINEER during that phase through the date of termination on the basis specified in Exhibit B. ENGINEER also will be paid for the charges of ENGINEER's Consultants employed to perform or furnish Basic Services to the extent such services have been performed or furnished in accordance with this Agreement through the effective date of the termination. ENGINEER also will be paid for all unpaid Additional Services and unpaid Reimbursable Expenses. 6.2.3.2. Termination by OWNER for Convenience. In the event of termination by OWNER under paragraph 8.1.2: 6.2.3.2. L Upon the completion of any phase of Basic Services, progress payments due ENGINEER in accordance with this Agreement for all such services performed or furnished by ENGINEER and ENGINEER's Consultants engaged directly on the Project through the completion of such phase will constitute total payment for such services. ENGINEER also will be paid for all unpaid Additional Services and unpaid Reimbursable Expenses, and for termination expenses under subparagraph 6.2.3.2.3 below. 6.2.3.2.2. During any phase of Basic Services, ENGINEER also will be paid for such services performed or furnished by ENGINEER during that phase through the date of termination on the basis specified in Exhibit B. In addition, ENGINEER will be paid for the charges of ENGINEER's Consultants employed to perform or furnish Basic Services through the effective date of the termination. ENGINEER also will be paid for all unpaid Additional Services and unpaid Reimbursable Expenses, and for termination expenses under subparagraph 6.2.3.2.3 below. 6.2.3.2.3. In the event of termination by OWNER for convenience during or at completion of any phase of Basic Services, OWNER shall pay ENGINEER's reasonable expenses directly attributable to termination in accordance with rates applicable to the various categories of Additional Services measured from the date of termination, including other fair and reasonable sums for overhead and profit, and costs of terminating contracts with ENGINEER's Consultants. 6.2.3.3. Termination By ENGINEER for Cause. In the event of termination by ENGINEER for cause under paragraph 8.1.1, ENGINEER shall be entitled to receive compensation calculated as set forth in paragraph 6.2.3.2. 6.2.4. Records of ENGINEER's Costs. Records of ENGINEER's costs pertinent to ENGINEER's compensation under this Agreement will be kept in accordance with generally accepted accounting practices. Copies will be made available to OWNER at cost on request prior to final payment for ENGINEER's services. Page 12 of 16 Pages LAN303 SECTION 7—OPINIONS OF COST 7.1 Opinions of Probable Construction. 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 engineer generally familiar with the construction 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. If OWNER wishes greater assurance as to probable Construction Cost, OWNER shall employ an independent cost estimator as provided in paragraph 4.9.1. 7.3. Opinions of Total Project Costs. ENGINEER assumes no responsibility for the accuracy of opinions of Total Project Costs provided for in Section 2. SECTION 8—GENERAL CONSIDERATIONS 8.1. Termination. The obligation to provide further services under this Agreement may be terminated: 8.1.1. For cause, 8.1.1.1. by either party upon thirty days' written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party. Notwithstanding the foregoing, this Agreement will not terminate as a result of such substantial failure if the party receiving such notice begins, within seven days of receipt of such notice, to correct its failure to perform and proceeds diligently to cure such failure within no more than thirty days of receipt thereof; provided, however, that if and to the extent such substantial failure cannot be reasonably cured within such thirty -day period, and if such party has diligently attempted to cure the same and thereafter continues diligently to cure the same, then the cure period provided from herein shall extend up to, but in no case more than, sixty days after the date of receipt of the notice. 8.1.1.2. by ENGINEER: 8.1.1.2.1. upon seven days' written notice if ENGINEER believes that ENGINEER is being requested by OWNER to furnish or perform services contrary to ENGINEER's responsibilities as a licensed design professional; or 8.1.1.2.2. upon seven days' written notice if the ENGINEER's services for design or during the construction of the Project are delayed or suspended for more than ninety days for reasons beyond ENGINEER's control. 8.1.1.2.3. In the case of termination under this paragraph 8.1.1.2, ENGINEER shall have no liability to OWNER on account of such termination. 8.1.2. For convenience, by OWNER effective upon the receipt of notice by ENGINEER. 8.2. Reuse of Documents. All documents including Drawings and Specifications provided or furnished by ENGINEER (or ENGINEER's Consultants) pursuant to this Agreement are instruments of service in respect of the Project, and ENGINEER and ENGINEER's Consultants, as appropriate, shall retain an ownership and property interest therein (including the right of reuse by and at the discretion of ENGINEER and ENGINEER's Consultants, as appropriate) whether or not the Project is completed. OWNER may make and retain copies for information and reference in connection with the use and occupancy of the Project by OWNER and others; however, such documents are not intended or represented to be suitable for reuse by OWNER or others on extensions of the Project or on any other project. Any such reuse without written verification or adaptation by ENGINEER and ENGINEER's Consultants, as appropriate, for the specific purpose intended will be at OWNER's sole risk -and without liability or legal exposure to ENGINEER, or to ENGINEER's Consultants. Any such verification or adaptation will entitle ENGINEER to further compensation at rates to be agreed upon by OWNER and ENGINEER. 8.3. Insurance. 8.3.1. ENGINEER shall procure and maintain insurance for protection from claims under workers' compensation acts, claims for damages because of bodily injury including personal injury, sickness or disease or death of any and all employees or of any person other than such employees, and from claims or damages because of injury to or destruction of property including loss of use resulting therefrom. ENGINEER shall list OWNER as an additional insured on ENGINEER's general liability insurance policy. Page 13 of 16 Pages LAN303 V 8.3.2. OWNER shall list ENGINEER and ENGINEER's Consultants as additional insureds on any general liability or property insurance policies carried by OWNER which are applicable to the Project. OWNER shall require Contractor to purchase and maintain general liability and other insurance as specified in the Contract Documents and to list ENGINEER and ENGINEER's Consultants as additional insureds with respect to such liability, property and other insurance purchased and maintained by Contractor. All policies of property insurance shall contain provisions to the effect that ENGINEER's and ENGINEER's Consultants' interests are covered and that in the event of payment of any loss or damage the insurers will have no rights of recovery against any of the insured or additional insureds thereunder. 8.3.3. At anytime OWNER may request that ENGINEER, at OWNER's sole expense, provide additional insurance coverage, different limits or revised deductibles in excess of those specified. If so requested by OWNER, and if commercially available, ENGINEER shall obtain and shall require ENGINEER's Consultants to obtain such additional insurance coverage, different limits or revised deductibles, for such periods of time as requested by OWNER, at OWNER's sole expense. 8.4. Laws/Regulations. 8.4.1. This Agreement is to be governed by the laws of Texas with exclusive venue in Lubbock County, Texas. 8.4.2. OWNER and ENGINEER are each bound to a policy of non-discrimination and equal employment opportunity. OWNER and ENGINEER shall be committed to complying with Executive Order 11246, as amended; Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; Section 503 of the Rehabilitation Act of 1973; Section 402 of the Vietnam Era Veterans Readjustment Assistance Act of 1974; the Americans with Disabilities Act of 1990; the Age Discrimination in Employment Act of 1967; the Equal Pay Act of 1963 and any other applicable local, state or federal statutes or regulations. 8.5. Successors and Assigns. 8.5.1. OWNER and ENGINEER each is hereby bound and the partners, successors, executors, administrators and legal representatives of OWNER and ENGINEER (and to the extent permitted by paragraph 8.5.2 the assigns of OWNER and ENGINEER) are hereby bound to the other party to this Agreement and to the partners, successors, executors, administrators and legal representatives (and said assigns) of such other party, in respect of all covenants, agreements and obligations of this Agreement. 8.5.2. Neither OWNER nor ENGINEER may assign, sublet or transfer any rights under or interest (including, but without limitations, moneys that may become due or moneys that are due) in this Agreement without the written consent of the other, except to the extent that any assignment, subletting or transfer is mandated by law or the effect of this limitation may be restricted by law. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. 8.5.3. Nothing in this Agreement shall be construed to create, impose or give rise to any duty owed by ENGINEER to any Contractor, Subcontractor, Supplier, other person or entity, or to any surety for or employee of any of them, or give any rights in or benefits under this Agreement to anyone other than OWNER and ENGINEER. All duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of OWNER and ENGINEER and not for the benefit of any other party. The OWNER agrees that the substance of the provisions of this paragraph shall apply to the indemnity provided under paragraph 8.7.2 of this Agreement, and shall appear in the Contract Documents. 8.7. Allocation of Risks — Indemnification. 8.7.1. To the fullest extent permitted by law, ENGINEER shall indemnify and hold harmless OWNER, OWNER's officers, elected officials directors, partners, employees and agents from and against any and all claims, costs, losses and damages (including but not limited to all fees and charges of engineers, architects, attorneys and other professionals and all court or arbitration or other dispute resolution costs) caused in whole or in part by the negligent acts or omissions of ENGINEER or ENGINEER's officers, consultants, directors, partners, employees, agents and ENGINEER's Consultants in the performance and furnishing of ENGINEER's services under this Agreement. The indemnification provision of the preceding sentence is subject to and limited by the provisions agreed to by OWNER and ENGINEER in Exhibit H, "Allocation of Risks," if any. 8.7.4. All indemnities herein shall be based on Comparative Negligence Principles. 8.8. Notices. Any notice required under this Agreement will be in writing, addressed to the appropriate party at the address which appears on the signature page to this Agreement (as Page 14 of 16 Pages LAN303 modified in writing from time to time by such party) and given personally, by registered or certified mail, return receipt requested, by facsimile, or by a nationally recognized overnight courier service. All notices shall be effective upon the date of receipt. 8.9. Survival. All express representations, indemnifications or limitations of liability made in or given in this Agreement will survive the completion of all services of ENGINEER under this Agreement or the termination of this Agreement for any reason. 8.10. Severability. Any provision or part of the Agreement held to be void or unenforceable under any law or regulation shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon OWNER and ENGINEER, who agree that the Agreement shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. SECTION 9—EXHIBITS AND SPECIAL PROVISIONS 9.1. This Agreement is subject to the provisions of the following Exhibits which are attached to and made part of the Agreement: 9.1.1. Exhibit D, "Notice of Acceptance," consisting of 2 pages. 9.1.4. Exhibit H, "Allocation of Risks," consisting of 2 pages. Additionally, the following Exhibits for a specific Work Authorization shall become part of this Agreement upon issuance of the Work Authorization for specific services (number of pages may vary according to the specific authorization): 9.1.5. Exhibit A, "Further Description of Basic Engineering Services and Related Matters." 9.1.6. Exhibit B, "Payments to Engineer for Services and Reimbursable Expenses." 9.1.7. Exhibit C, "Duties, Responsibilities and Limitations of Authority of Resident Project Representative." 9.1.8. Exhibit E, "Construction Cost Limit." 9.1.9. Exhibit I, "Special Provisions." 9.2. This Agreement (consisting of pages 1 to 17, inclusive and the Exhibits identified above), plus the specific Work Authorizations, constitute the entire agreement between OWNER and ENGINEER and supersedes all prior written or oral understandings. This Agreement may only be amended, supplemented, modified or cancelled by a duly executed written instrument. [The rest of this page left blank intentionally.] Page 15 of 16 Pages LAN303 it IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first above written. OWNER: Marc McDougal Title: Mayor Address for giving notices: • • /�!/� i i/!lam-:ter- ► 00' ®L.. Address for giving notices: ATTEST: Veb)egc-cLa6a—r�za, City�Secr�ety� ENGINEER: By: Brian D. Rice, PE Title: Regional Manager Address for giving notices: 3420 Executive Center Drive, Austin, TX 78731 • A11C15 ol WIXOM 52" ♦ r, Address for giving notices: Page 16 of 16 Pages LAN303 Resolution No. 2004-RO409 August 26, 2004 Item No. 28 This is EXHIBIT D, consisting of_ pages, referred to in the Agreement between OWNER and ENGINEER for Professional Services, dated August 26 2004. Initial: OWNER ENGINEER NOTICE OF ACCEPTABILITY OF WORK PROJECT OWNER OWNER's Contract No. CONTRACTOR CONSTRUCTION CONTRACT DATE ENGINEER To OWNER And To CONTRACTOR The undersigned hereby gives notice to the above OWNER and CONTRACTOR that the completed Work furnished and performed by CONTRACTOR under the above Contract is acceptable expressly subject to the provisions ofthe above Contract and the terms and conditions set forth on the reverse side hereof. Dated: 20 ENGINEER Page 1 of 1 Pages (Exhibit D - Notice of Acceptability of Work) LAN303 Resolution No. 2004-RO409 August 26, 2004 Item No. 28 (Reverse side of Notice) CONDITIONS OF NOTICE OF ACCEPTABILITY OF WORK The Notice on the front side of this paper is expressly made subject to the following terms and conditions to which all persons who receive said Notice and rely thereon agree: 1. Said Notice is given with the skill and care ordinarily used by members of the Engineering profession practicing under similar conditions at the same time and in the same locality. 2. Said Notice reflects and is an expression of the professional judgment of ENGINEER. 3. Said Notice is given as to the best of ENGINEER's knowledge, information and belief. 4. Said Notice is based entirely on and expressly limited by the scope of services ENGINEER has been employed by OWNER to perform or famish during construction of the Project (including observation of the Work) under ENGINEER's Agreement with OWNER and under the Contract referenced on the reverse hereof, and applies only to facts that are within ENGINEER's knowledge or could reasonably have been ascertained by ENGINEER as a result of carrying out the responsibilities specifically assigned to ENGINEER under ENGINEER's Agreement with OWNER and the Contract referenced on the reverse hereof. 5. Said Notice is not a guarantee or warranty of CONTRACTOR's performance under the above -referenced Contract referenced on the reverse hereof nor an assumption of responsibility for any failure of CONTRACTOR to furnish and perform the Work thereunder in accordance with the Contract Documents. Page 1 of 1 Pages (Exhibit D - Notice of Acceptability of Work) LAN303 Resolution No. 2004-RO409 August 26, 2004 Item No. 28 This is EXHIBIT H, consisting of _ pages, referred to in the Agreement between OWNER and ENGINEER for Professional Services, dated August 26 , 20 04 . Initial: OWNER ENGINEER Z6�—_ Allocation of Risks Section 8 of the Agreement is amended and supplemented to include the following agreement of the parties: H8.7.4 Limitation of ENGINEER'S Liability H8.7.4.1. ENGINEER's Liability Limited to Amount of ENGINEER Is Compensation nor to exceed $228,600.00 To the fullest extent permitted by law, and notwithstanding any other provision of this Agreement, the total liability, in the aggregate, of ENGINEER and ENGINEER's officers, directors, partners, employees, agents and ENGINEER's Consultants, and any of them, to OWNER and anyone claiming by, through or under OWNER, for any and all claims, losses, costs or damages whatsoever arising out of, resulting from or in any way related to the Project or the Agreement from any cause or causes including but not limited to the negligence, professional errors or omissions, strict liability or breach of contract or warranty express or implied of ENGINEER or ENGINEER's officers, directors, partners, employees, agents or ENGINEER's Consultants or any of them, shall not exceed the total compensation received by ENGINEER under this Agreement or to $228,600.00, whichever is less. H8.7.4.2. Exclusion of Incidental, Indirect and Consequential Damages To the fullest extent permitted by law, and not withstanding any other provision in the Agreement, ENGINEER and ENGINEER's officers, directors, partners, employees, agents and ENGINEER's Consultants shall not be liable to OWNER or anyone claiming by, through or under OWNER for any incidental, indirect or consequential damages whatsoever, arising out of, resulting from or in any way related to the Project or the Agreement from any cause or causes, including but not limited to any such damages caused by the negligence, professional errors or omissions, strict liability, breach of contract or warranty express or implied of ENGINEER or ENGINEER's officers, directors, partners, employees, agents or ENGINEER's Consultants, or any of them. H8.7.4.3. Limitation of ENGINEER's Liability on Comparative Negligence Basis Subject to and limited by the provisions agreed to by OWNER and ENGINEER in paragraph(s) 118.7.4.1 and H8.7.4.2 of Exhibit H, "Allocation of Risks", and to the fullest extent permitted by law, ENGINEER's total liability to OWNER and anyone claiming by, through or under OWNER for any claim, cost, loss or damages caused in part by the negligence of ENGINEER and in part by the negligence of OWNER or any other negligent entity or individual, shall not exceed the percentage share that ENGINEER's negligence bears to the total negligence of OWNER, ENGINEER and all other negligent entities and individuals determined on the basis of comparative negligence principles. Page I of 2 Pages (Exhibit H - Allocation of Risks) LAN303 Resolution No. 2004-RO409 August 26, 2004 Item No. 28 document has important legal consequences; consultation with an attorney is encouraged with respect to its use, )letion or modification. This document should be adapted to the particular circumstances of the contemplated ct and the applicable laws of the jurisdiction in which the professional services for the Project are to be WORK AUTHORIZATION BASED UPON MASTER AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES THIS IS A WORK AUTHORIZATION made as of August 26 , 20 04 , between City of Lubbock ("OWNER") and Lockwood, Andrews & Newnam, Inc. ("ENGINEER") and is governed by all provisions of the OWNER -ENGINEER MASTER AGREEMENT dated August 26, 2004 OWNER intends to construct the following: 1) Frankford Pump Station and Reservoir (14 mgd pumps and 5 MG GST); 2) Southwest Pump Station (5 mgd pumps); and 3) Transmission and Distribution Mains to include a) 30-inch distribution main on Frankford Avenue from new pump station to 66d' Street (5,300 . LF); b) 24-inch distribution main on Frankford Avenue from 661h Street to existing 24-inch main at 75's Street (3,000 LF); and c) 20-inch distribution main from existing 24-inch main at intersection of 73`d Street and Iola to existing 16-inch main near intersection of 82"d Street and Milwaukee (6,000 LF). (the "Project") OWNER AND ENGINEER in consideration of their mutual covenants herein agree in respect of the performance or furnishing of professional engineering services by ENGINEER with respect to the Project and the payment for those services by OWNER asset forth below and in the Master Agreement between the parties dated Aug. 26, 2004. Execution ofthe Work Authorization by ENGINEER and OWNER constitutes OWNER's written authorization to ENGINEER to proceed on the date first above written with the first phase of the Basic Services described in Section 2 of the Master Agreement and as further set forth in Exhibit A, "Further Description of Basic Engineering Services and Related Matters" ("Exhibit A") of this Work Authorization and in the other exhibits listed in Section 9 of the Master Agreement and as designated below. This Work Authorization will become effective on the date first above written. Page 1 of 3 pages LAN 193 � SECTIONS 1-8—AS IDENTIFIED IN MASTER AGREEMENT SECTION 9—EXHIBITS AND SPECIAL PROVISIONS Sections 9.1.1 - 9.1.4 as identified in Master Agreement. 9.1.5 Exhibit A, "Further Description ofBasic Engineering Services and Related Matters," consisting of 4 pages. 9.1.6 Exhibit B, "Payments to Engineer for Services and Reimbursable Expenses," consisting of 2 pages. 9.1.7 Exhibit C, "Duties, Responsibilities and Limitations ofAuthority of Resident Project Representative," consisting of pages. — Not Used 9.1.8 Exhibit E, "Construction Cost Limit," consisting of pages. — Not Used 9.1.9 Exhibit I, "Special Provisions," consisting of pages. — Not Used 9.2 As identified in Master Agreement. 9.3. This Work Authorization (consisting of pages 1 to 2, inclusive and the Exhibits identified above), becomes part of the Master Agreement between OWNER and ENGINEER. Page 2 of 3 pages LAN 193 IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as ofthe date first above written. Address for giving notices: Address for giving notices: ATTEST: Re ecca Garza, City Secre ary ENGINEER: By: Brian D. Rice, PE Title: Regional Manager Address for giving notices: 3420 Executive Center Drive, Austin, TX 78731 Address for giving notices: Page 3 of 3 pages LAN 193 Resolution No. 2004-RO409 August 26, 2004 Item No. 28 This is EXHIBIT A, consisting of 4 pages, referred to in the Agreement between OWNER and ENGINEER for Professional Services, dated August 26 , 20 04, Initial: OWNER ENGINEER Further Description of Basic Engineering Services and Related Matters Sections 2, 3, 4 and 5 of the Agreement are amended and supplemented and the time periods for the performance of the Basic Services as indicated in Section 5 of the Agreement are established, all as indicated below: SECTION 2—BASIC SERVICES OF ENGINEER A2.0 General. The Basic Services are premised on the following general scope of professional services: Task l: Site Selection. Select site locations for a combined pumping facility combining the proposed Frankford Pump Station to meet increasing demands of southwest Lubbock and the proposed Southwest Pump Station to the new Southwest Pressure Zone. Specific tasks include the following: ■ Identify potential sites for combined facility. LAN has estimated the fee to evaluate four sites including site visits to those sites; ■ Update the H2O Net Model to include growth that has occurred since the model's completion. LAN proposes to include new transmission mains that are relevant to the site selection process; ■ Examine alternative locations using updated H2ONet Model; ■ Identify relative costs of each alternative including land cost, distribution main costs, availability of electricity, accessibility, and neighborhood concerns. ■ Discuss recommended alternative with City for concurrence. Task 2: Route Studies. Study the proposed new transmission mains that will tie into the updated distribution network. Specific tasks include the following: ■ Reevaluate necessity and size of each main using existing H2ONet Model; ■ Perform Route Analysis examining existing utilities maps, record drawings, drainage patterns, traffic issues, and neighborhood concerns; ■ Model feasibility of each proposed route with new pump station location using updated H2ONet Model. ■ Discuss recommended route with City for concurrence. Task 3: Preliminary Engineering Design. Prepare Preliminary Engineering Report. Specific tasks include the following: ■ Present proposed pump station site layout showing the pump station, ground storage reservoir, electrical building, emergency generator, access driveways, parking spaces, and drainage facilities; ■ Identify scope of survey required for proposed pump station location; ■ Examine use of variable frequency drives (VFD) for pumps; ■ Proposed pump selections to serve west pressure zone; ■ Proposed pump selections to serve the new southwest pressure zone; ■ Proposed pump station building layout; Page 1 of 3 Pages (Exhibit A - Basic Services and Related Matters) LAN193 ■ Electrical one -line diagram; ■ Maps of recommended transmission main alignments; ■ Perform site visits to determine scope of environmental investigation for Phase 11; and • Prepare Preliminary Engineering Report. We are assuming that we will submit the PER in draft format for the City's review and then submit a final PER. Five copies of the PER will be submitted at each stage. A2.1. Study and Report Phase. A2.1.9. ENGINEER shall evaluate the following alternate solutions and, after consultation with OWNER, determine which solutions to recommend in the Report: Four solutions for pump station site and distribution main routes. These solutions have not been predetermined. A2.1.10.1. 5 copies of the Report will be submitted. A2.1.10.2. The Report will be submitted within 165 calendar days following the date of the Agreement. A2.6. Operational Phase. 2.6.7. During the Operational Phase ENGINEER shall: (insert amendments or supplements to paragraph 2.6.) NIA SECTION 3—ADDITIONAL SERVICES OF ENGINEER A3.0.1. The following services listed in Section 2, Basic Services, are hereby specifically deleted from that Section and will be performed or furnished by ENGINEER as part of Additional Services under paragraph 3.1 or 3.2 as indicated: None A3.0.2. The following services listed in Section 4, OWNER's Responsibilities, are hereby specifically deleted from that Section and will be performed or furnished by ENGINEER as part of Additional Services under paragraph 3.1 or 3.2 as indicated: None A3.0.3 Section 3, Additional Services of ENGINEER, is hereby amended or supplemented to provide that the following services will be performed or furnished by ENGINEER as part of Additional Services under paragraph 3.1 or 3.2 as indicated: (insert amendments or supplements to paragraph 3.1 or 3.2 as applicable) None Page 2 of 3 Pages (Exhibit A - Basic Services and Related Matters) LAN 193 SECTION 4—OWNER'S RESPONSIBILITIES A4.0.1. The following services listed in Section 2, Basic Services, are hereby specifically deleted from that Section and will be performed or furnished by OWNER as part of OWNER's Responsibilities under Section 4: None A4.0.2. The following services listed in Section 3, Additional Services, are hereby specifically deleted from that Section and will be performed or furnished by OWNER as part of OWNER's Responsibilities under Section 4: None A4.0.3 Section 4, OWNER's Responsibilities, is hereby amended or supplemented to provide that the following services or responsibilities will be performed or furnished by OWNER as part of OWNER's Responsibilities under Section 4: None A4.11 OWNER intends to employ each of the independent consultants listed below to perform or furnish services in regard to the Project for the respective scope of services listed below for each. Payments to ENGINEER for Services in Section 6 hereof are based on the participation in the Project ofOWNER's independent consultants as described herein. Page 3 of 3 Pages (Exhibit A - Basic Services and Related Matters) LAN193 SAL Resolution No. 2004-RO409 August 26, 2004 Item No. 28 This is EXHIBIT B, consisting of 2 pages, referred to in the Agreement between OWNER and ENGINEER for Professional Services, dated August 26 , 2004 . Initial: OWNER ENGINEER Payments to ENGINEER for Services and Reimbursable Expenses Section 6 of the Master Agreement is amended and supplemented to include the following agreement of the parties: Standard Hourly Rate Method of Payment (with additional payments for Reimbursable Expenses) SECTION 136—PAYMENTS TO ENGINEER B6.1. Methods of Payment for Services and Expenses of ENGINEER B6.1.1. For Basic Services. OWNER shall pay ENGINEER for Basic Services as follows: B6.1.1.1. General. Compensation for Basic Services will be determined on a Standard Hourly Rate for all services of ENGINEER. .. e B6.1.1.4. ENGINEER's Consultants. For services of ENGINEER's Consultants engaged to perform or furnish Basic Services, the amount billed to ENGINEER therefor times a factor of 1.10. B6.1.1.5. Estimated Compensation for Basic Services. ENGINEER's estimate of the amount that will become payable for Basic Services pursuant to paragraphs B6.1.1.1 through B6.1.1.4 inclusive is not to exceed $228,600. This amount is only an estimate for planning purposes, is not binding on the parties and is not the maximum amount payable to ENGINEER for Basic Services under this Agreement. Notwithstanding the fact that the estimated amount for Basic Services is exceeded, ENGINEER shall receive compensation for all Basic Services furnished or performed under this Agreement, calculated as set forth in paragraphs B6.1.1.1 through B6.1.1.4 inclusive. B6.1.1.6. Notice of Relationship of Payments to Estimated Compensation for Basic Services. If it becomes apparent to ENGINEER at any time before Basic Services to be performed or furnished under this Agreement have been eighty percent completed that the total amount of compensation to be paid to ENGINEER on account of Basic Services pursuant to paragraphs B6.1.1.1 through B6.1.1.4 inclusive will exceed ENGINEER's estimated amount for such services set forth above which is applicable to the services performed or furnished, ENGINEER shall give OWNER written notice thereof. Promptly thereafter OWNER and ENGINEER shall review the matter of compensation for such Basic Services, and either OWNER shall accede to such compensation exceeding said estimated amounts or OWNER and ENGINEER shall agree to a reduction in the remaining services to be rendered by ENGINEER under this Agreement so that total compensation for such Basic Services will not exceed said estimated amount when such services are completed. The ENGINEER shall be paid for all services rendered if ENGINEER exceeds the estimated amount before OWNER and ENGINEER have agreed to an increase in the compensation due to ENGINEER or a reduction in the remaining services. B6.1.2. For Additional Services. OWNER shall pay ENGINEER for Additional Services as follows: B6.1.2.1. General. For services of ENGINEER's principals and employees engaged directly on the Project performed or furnished pursuant to paragraph 3.1 or 3.2 Page 1 of 3 Pages (Exhibit B - Direct Labor Cost Times a Factor Method) LAN193 (except services as a consultant or witness under paragraph 3.1.17), an amount based on ENGINEER'S Standard Hourly Rate. B6.1.2.2. ENGINEER's Consultants. For services of ENGINEER's Consultants performed or furnished pursuant to paragraph 3.1 or 3.2, the amount billed to ENGINEER therefor times a factor of 1.10. B6.1.3. For Reimbursable Expenses. OWNER shall pay ENGINEER for Reimbursable Expenses such as: Reprographics Deliveries The amount payable for Reimbursable Expenses will be the charge actually incurred by or the imputed cost allocated by ENGINEER therefore times factor of 1.10 B6.1.4 Standard Hourly Rate. Standard Hourly Rate means that for each class of employee rates shall include all labor, overhead, and profit necessary to perform the requested services, and shall be set forth in the Standard Hourly Rates Schedule set out in the table below: The employees of ENGINEER and the imputed current hourly rate schedule of such employees are as follows: Employee Classification Hourly Rate Principal $150 Project Manager $150 Assistant Project Manager $125 Senior Civil Engineer $115 Project Engineer $100 Associate Civil Engineer EIT $85 Senior CADD Designer $85 CADD Designer/Technician $70 Clerical $50 B6.1.6. Adjustment of Salary Costs. The Standard Hourly Rates will be adjusted annually and equitably, after one year from the date of the contract, to reflect changes in the various elements that comprise such Standard Hourly Ratesnot to exceed a 2% increment. All such adjustments will be in accordance with generally accepted accounting practices as applied on a consistent basis by ENGINEER and consistent with ENGINEER's overall compensation practices and procedures. B6.2. Other Provisions Concerning Payments. B6.2.1. Preparation of Invoices. The amount billed for ENGINEER's services will be based on the Standard Hourly Rate incurred at the time of billing. B6.2.3. Payments Upon Termination. B6.2.3.4. In the event of termination during any phase of the Basic Services, ENGINEER will be paid for Page 2 of 3 Pages (Exhibit B - Direct Labor Cost Times a Factor Method) LAN 193 h�' services performed or furnished in accordance with this Agreement during that phase on the basis of ENGINEER's Standard Hourly Rate for services performed or furnished during that phase to date of termination by ENGINEER's principals and employees engaged directly on the Project. Page 3 of 3 Pages (Exhibit B - Direct Labor Cost Times a Factor Method) LAN193