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HomeMy WebLinkAboutResolution - 2010-R0035 - Contract 9395 Parkhill, Smith, & Cooper Construction Phase Services - 01/28/2010Resolution No. 2010-R0035 January 28, 2010 Item No. 5.13 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 Professional Services Agreement between the City of Lubbock and Parkhill, Smith & Cooper. Inc. to provide certain professional evaluation, engineering, and design services in connection with the Lake Alan Henry Pipeline Project, and related documents. Said Agreement is attached hereto and incorporated in this Resolution as if fully set forth herein and shall be included in the minutes of the Council. Passed by the City Council this 28th day of January 2010. ATTEST: Rebecc Garza, City Secretary APPROVED AS TO CONTENT: 9a4J1-4a'—&d Marsha Reed, P.E., Chief Operating Officer Attorney Professional Srvs Agrmnt-Parkhdl,Smith&Cooper res 1 13 10 TOM MARTIN, MAYOR Resolution No. 2010-R0035 PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement ("Agreement") is entered into this 28th day of January , 2010, 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 and construction management of water transmission and pumping facilities (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") for a Not -to -Exceed amount of $6,250,000. Engineer shall have no liability for defects in the Services attributable to Engineer's reliance upon or use of data, design criteria, drawings, specifications, or other information prepared by City and furnished to Engineer by City. Page 1 of 35 1.02 Engineer shall perform only work related to Raw Water Transmission Pipeline, Segment A, as described in Exhibit "A", until provided written notice to proceed by City with other tasks set forth in Exhibit "A". In the event such notice shall occur after: June 30, 2010 — Transmission Pump Stations October 31, 2010 — Transmission Pipeline Segment B October 31, 2010 — Transmission Pipeline, Segment C, the time for performance by Engineer for such tasks shall be extended the same amount of days as such notice occurs subsequent to the respective dates. 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 and based on the applicable hourly rate schedule of the respective firm at the time services are rendered. 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 (3 1) 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 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 Page 2 of 35 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 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. Page 3 of 35 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 4.01 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 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 Page 4 of 35 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. ARTICLE V Insurance/Indemnity 5.01 a. Insurance. Engineer shall procure and carry, at its sole cost and expense through the life of this Agreement and for a period not to exceed 3 years following the termination or expiration 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 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: Page 5 of 35 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 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. Page 6 of 35 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 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 for a period not to exceed three years. 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. Page 7 of 35 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 (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: Marsha Reed, P.E., Chief Operating Officer 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 Page 8 of 35 OF ANY OTHER JURISDICTION. THE OBLIGATIONS OF THE PARTIES CREATED BY THIS AGREEMENT ARE PERFORMABLE, AT LEAST IN PART, IN LUBBOCK COUNTY, TEXAS. VENUE FOR ANY ACTION BROUGHT PURSUANT TO THIS AGREEMENT, OR ACTIVITY CONTEMPLATED HEREBY, SHALL EXCLUSIVELY BE IN LUBBOCK COUNTY, TEXAS. 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 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 Page 9 of 35 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 party'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 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 Page 10 of 35 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. 7.16 The authority to act as Owner representative, as contemplated herein, 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. Page 11 of 35 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 adjustment in the Contract Price or the Contract Times, 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 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 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 Page 12 of 35 Contractor and any ancillary reports and drawings prepared by OWNER approved consultants are not Contract Documents. 14. Contractor-- The 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. 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 as Engineer's independent professional associates, consultants, subcontractors, or vendors. 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 Page 13 of 35 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. 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. Page 14 of 35 IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives as of the date first written above. PARKHILL, SMITH & COOPER, INC. azA/ JOHNt. KEI LEY, P.E.,F RM PRINCIPAL CITY OF LUBBOCK TOM MARTIN, MAYOR ATTEST: CQ Rebec& Garza, City Secretary APPROVED AS TO CONTENT: Marsha Reed, P.E. Chief Operating Officer UV ...or . �. �'• Page 15 of 35 Resolution No. 2010-R0035 EXHIBIT A, Part 1— BASIC SERVICES LAKE ALAN HENRY PUMP STATION POST BOOSTER PUMP STATION AND STORAGE TANK LAKE ALAN HENRY PIPELINE Construction Phase Services A. Upon completion of the bid or negotiation phase services, ENGINEER will proceed with the performance of construction phase services as described below. ENGINEER will endeavor to protect OWNER in providing these services however, it is understood that ENGINEER does not guarantee the Contractor's performance, nor is ENGINEER responsible for supervision of the Contractor's operation and employees. ENGINEER shall not be responsible for the means, methods, techniques, sequences or procedures of construction selected by the Contractor, or any safety precautions and programs relating in any way to the condition of the premises, the work of the Contractor or any Subcontractor. ENGINEER shall not be responsible for the acts or omissions of any person (except its own employees or agents) at the Project site or otherwise performing any of the work of the Project. Upon written authorization from OWNER, ENGINEER shall: 1. General Administration of Construction Contract. Consult with OWNER and act as OWNER's representative as provided in the General Conditions. 2. Communications. Establish communication procedures with the OWNER and contractor. Submit monthly reports of construction progress. Reports will describe construction progress in general terms and summarize project costs, cash flow, construction schedule and pending and approved contract modifications. Establish and maintain a project documentation system consistent with the requirements of the construction contract documents. Monitor the processing of contractor's submittals and provide for filing and retrieval of project documentation. Produce monthly reports indicating the status of all submittals in the review process. Review contractor's submittals, including, requests for information, modification requests, shop drawings, schedules, and other submittals in accordance with the requirements of the construction contract documents for the projects. Monitor the progress of the contractor in sending and processing submittals to see that documentation is being processed in accordance with schedules. 3. Resident Project Representative (RPR). Provide the services of RPR's at the Site on a full-time basis (as described in Exhibit C) to assist the ENGINEER and to provide more extensive observation of Contractor's work. Duties, responsibilities, and authority of the RPR are as set forth in Exhibit C. The furnishing of such RPR's services will not extend ENGINEER's responsibilities or authority beyond the specific limits set forth elsewhere in this Agreement. The performance of the RPR is not included in the ENGINEER's basic fee and may be performed by the ENGINEER, by agreement with the OWNER, in which case compensation shall be determined by applicable portions of Exhibit B. 4. Selecting Independent Testing Laboratory. The Contractor will select and pay for an Independent Testing Laboratory and the Resident Project Representative (RPR) will coordinate the testing and reporting per Exhibit C. 5. Pre -Construction Conference. Assist OWNER in conducting pre -construction conference(s) with the Contractor(s), review construction schedules prepared by the Contractor(s) pursuant to the requirements of the construction contract, and prepare a proposed estimate of monthly cash requirements of the Project from information provided by the Construction Contractor. 6. Baselines and Benchmarks. Baselines and benchmarks will be provided by others, and are not included in this scope of work. Page 16 of 35 7. Visits to Site and Observation of Construction, In connection with observations of Contractor's work in progress while it is in progress: a. Make two site visits per month to each construction contract, in order to observe as an experienced and qualified design professional the progress and quality of the Work. The construction contract duration beginning at the Notice to Proceed and ending at Final Completion is 14 months for Contracts A, B, and C and 24 months for Contract D. In addition to the twice monthly site visits there will be 6 trips for electrical review. Startup services will include 10 days for the project manager and the electrical engineer. Such visits and observations by ENGINEER, and the Resident Project Representative, if any, are not intended to be exhaustive or to extend to every aspect of Contractor's work in progress or to involve detailed inspections of Contractor's work in progress beyond the responsibilities specifically assigned to ENGINEER in this Agreement and the Contract Documents, but rather are to be limited to spot checking, selective sampling, and similar methods of general observation of the Work based on ENGINEER's exercise of professional judgment as assisted by the Resident Project Representative, if any. Based on information obtained during such visits and such observations, ENGINEER will determine in general if Contractor's work is proceeding in accordance with the Contract Documents, and ENGINEER shall keep OWNER informed of the progress of the Work. b. ENGINEER shall not, during such visits or as a result of such observations of Contractor's work in progress, supervise, direct, or have control over Contractor's work, nor shall ENGINEER have authority over or responsibility for the means, methods, techniques, sequences, or procedures of construction selected by Contractor, for safety precautions and programs incident to Contractor's work, or for any failure of Contractor to comply with Laws and Regulations applicable to Contractor's furnishing and performing the Work. Accordingly, ENGINEER neither guarantees the performance of any Contractor nor assumes responsibility for any Contractor's failure to furnish and perform its work in accordance with the Contract Documents. 8. Defective Work. Recommend to OWNER that Contractor's work be disapproved and rejected while it is in progress if, on the basis of such observations, ENGINEER believes that such work will not produce a completed Project that conforms generally to the Contract Documents or that it will prejudice the integrity of the design concept of the completed Project as a functioning whole as indicated in the Contract Documents. 9. Clarifications and Interpretations; Field Orders. Issue necessary clarifications and interpretations of the Contract Documents as appropriate to the orderly completion of Contractor's work. Such clarifications and interpretations will be consistent with the intent of and reasonably inferable from the Contract Documents. ENGINEER may issue Field Orders authorizing minor variations from the requirements of the Contract Documents. 10. Change orders and Work Change Directives. Process contract modifications and negotiate with the contractor on behalf of the OWNER to determine the cost and time impacts of these changes. Prepare change order documentation for approved changes for execution by the OWNER. Documentation of field orders, where cost to OWNER is not impacted, will also be prepared. Investigations, analyses, studies or design for substitutions of equipment or materials, corrections of defective or deficient work of the contractor or other deviations from the construction contract documents requested by the contractor and approved by the Owner are an additional service. Substitutions of materials or equipment or design modifications requested by the OWNER are an additional service. 11 Shop Drawings and Samples. Review and approve or take other appropriate action in respect to Shop Drawings and Samples and other data which Contractor is required to submit, but only for conformance with the information given in the Contract Documents and compatibility with the design concept of the completed Project as a functioning whole as indicated in the Contract Documents. Such reviews and Page 17 of 35 approvals or other action will not extend to means, methods, techniques, sequences or procedures of construction or to safety, precautions and programs incident thereto. 12. Substitutes and "or -equal." Evaluate and determine the acceptability of substitute or "or -equal" materials and equipment proposed by Contractor. 13. Inspections and Tests. Require such special inspections or tests of Contractor's work as deemed reasonably necessary, and receive and review all certificates of inspections, tests, and approvals required by Laws and Regulations or the Contract Documents. ENGINEER's review of such certificates will be for the purpose of determining that the results certified indicate compliance with the Contract Documents. 14. Disagreements between OWNER and Contractor. Render formal written decisions on all claims of OWNER and Contractor relating to the acceptability of Contractor's work or the interpretation of the requirements of the Contract Documents pertaining to the execution and progress of Contractor's work. In rendering such decisions, ENGINEER shall be fair and not show partiality to OWNER or Contractor and shall not be liable in connection with any decision rendered in good faith in such capacity. 15. Applications for Payment. Based on ENGINEER's observations as an experienced and qualified design professional and on review of Applications for Payment and accompanying supporting documentation: a. Determine the amounts that ENGINEER recommends Contractor be paid. Such recommendations of payment will be in writing and will constitute ENGINEER's representation to OWNER, based on such observations and review, that, to the best of ENGINEER's knowledge, information and belief, Contractor's work has progressed to the point indicated, the quality of such work is generally in accordance with the Contract Documents (subject to an evaluation of the Work as a functioning whole prior to or upon Substantial Completion, to the results of any subsequent tests called for in the Contract Documents and to any other qualifications stated in the recommendation), and the conditions precedent to Contractor's being entitled to such payment appear to have been fulfilled in so far as it is ENGINEER's responsibility to observe Contractor's work. In the case of unit price work, ENGINEER's recommendations of payment will include final determinations of quantities and classifications of Contractor's work (subject to any subsequent adjustments allowed by the Contract Documents). 16. Contractor's Completion Documents. a. Receive and review maintenance and operating instructions, schedules, and guarantees. b. Receive bonds, certificates, or other evidence of insurance not previously submitted and required by the Contract Documents, certificates of inspection, tests and approvals, Shop Drawings, Samples, annotated record drawings, and other data which are to be assembled by Contractor in accordance with the Contract Documents to obtain final payment. c. ENGINEER shall transmit these documents to OWNER. 17. Substantial Completion. Promptly after notice from Contractor that Contractor considers the entire Work ready for its intended use, in company with OWNER and Contractor, conduct an inspection to determine if the Work is Substantially Complete. If after considering any objections of OWNER, ENGINEER considers the Work Substantially Complete, ENGINEER shall deliver a certificate of Substantial Completion to OWNER and Contractor. Page 18 of 35 18. Final Notice of Acceptability of the Work. Conduct a final inspection to determine if the completed Work of Contractor is acceptable so that ENGINEER may recommend, in writing, final payment to Contractor. Accompanying the recommendation for final payment, ENGINEER shall also provide a notice in the form attached hereto as Exhibit D (the "Notice of Acceptability of Work") that the Work is acceptable to the best of ENGINEER's knowledge, information, and belief and based on the extent of the services provided by ENGINEER under this Agreement. B. Duration of Construction Phase. The Construction Phase will commence with the execution of the first Construction Agreement for the Project or any part thereof and will terminate upon written recommendation by ENGINEER for final payment to Contractors. If the Project involves more than one prime contract, Construction Phase services may be rendered at different times in respect to the separate contracts. C. Limitation of Responsibilities. ENGINEER shall not be responsible for the acts or omissions of any Contractor, or of any of their subcontractors, suppliers, or of any other individual or entity performing or furnishing any of the Work. ENGINEER shall not be responsible for failure of any Contractor to perform or furnish the Work in accordance with the Contract Documents. 19. Revise the construction drawings in accordance with the information furnished by construction Contractors reflecting changes in the Project made during construction. Ten half sized, 2 full sized, and one reproducible full size set of prints of "record Drawings" shall be provided by Engineer to OWNER. One electronic copy of the "Record Drawings" will be furnished. 20. Post -Construction Phase. Engineer shall provide post -construction phase services during the one year period after substantial completion for each construction contract. The Post -Construction Phase includes, providing assistance in connection with the testing and adjusting of Project equipment or systems; Assisting OWNER in training OWNER's staff to operate and maintain Project, equipment, and systems; Assisting OWNER in developing procedures for control of the operation and maintenance of, and record keeping for Project equipment and systems; visiting the Project with the OWNER to observe any apparent defects in the Work, assist OWNER in consultations and discussions with Contractor concerning correction of any such defects, and make recommendations as to replacement or correction of Defective Work, if present; and in company with OWNER or OWNER's representative, provide an inspection of the Project within one month before the end of the Correction Period to ascertain whether any portion of the Work is subject to correction for up to one year from substantial completion. 21. Operation and Maintenance manuals. Engineer will prepare the Designer's suggested Operations and Maintenance Manual for the project. The manual will cover normal and contingency operations instructions. The manual is intended to supplement O&M manuals from the equipment suppliers and not be a comprehensive O&M manual for the entire project. The manual will include the designer's suggested operation and maintenance activities, test data, curves, and maintenance schedules. Hard copies and electronic copies will be furnished. 22. Witness Testing. Engineer shall provide factory witness test and inspections as are mutually agreeable to the OWNER and Engineer. Engineer will attend two trips to witness the pump performance test and inspections for a total of 10 days, two trips to witness the motor performance test and inspections for a total of 10 days, and two trips to witness the Variable Frequency Drive performance test and inspections for a total of 10 days. Travel expenses will be paid for by the Suppliers. Page 19 of 35 Resolution No. 2010—R0035 EXHIBIT A, PART 2 — ADDITIONAL SERVICES LAKE ALAN HENRY PUMP STATION POST BOOSTER PUMP STATION AND STORAGE TANK LAKE ALAN HENRY PIPELINE Additional Services Requiring OWNER's Authorization in Advance A. If authorized in writing by OWNER, ENGINEER shall furnish or obtain from others Additional Services of the types listed below. These services will be paid for by OWNER as indicated in Article 1 of the Agreement. I. Providing design and/or construction surveys and staking to enable ENGINEER to perform its services and Contractor to perform his work, and any type of property surveys or related engineering services needed for the transfer of interests in real property; and providing other special field surveys. 2. Soil and foundation investigations, including field and laboratory tests, borings, related engineering analysis and recommendations. 3. Preparation of applications and supporting documents (in addition to those furnished under Basic Services) for private or governmental grants, loans or advances in connection with the Project; preparation or review of environmental assessments and impact statements; review and evaluation of the effects on the design requirements for the Project of any such statements and documents prepared by others; and assistance in obtaining approvals of authorities having jurisdiction over the anticipated environmental impact of the Project. 4. 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. 5. Services resulting from significant changes in the scope, extent, or character of the portions of the Project designed or specified by ENGINEER or its design requirements including, but not limited to, changes in size, complexity, OWNER's schedule, character of construction, or method of financing; and revising previously accepted studies, reports, Drawings, Specifications, or Contract Documents when such revisions are required by changes in Laws and Regulations enacted subsequent to the Effective Date of this Agreement or are due to any other causes beyond ENGINEER's control. 6. Services required as a result of OWNER's providing incomplete or incorrect Project information. 7. Providing renderings or models for OWNER's use. 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. 9. Furnishing services of ENGINEER's Consultants for other than Basic Services. 10. Services during out-of-town travel required of ENGINEER other than for visits to the Site or OWNER's office. Page 20 of 35 11. Preparing for, coordinating with, participating in and responding to structured independent review processes, including, but not limited to, construction management, cost estimating, project peer review, value engineering, and constructibility review requested by OWNER; and performing or furnishing services required to revise studies, reports, Drawings, Specifications, or other Bidding Documents as a result of such review processes. 12. Preparing additional Bidding Documents or Contract Documents for alternate bids or prices requested by OWNER for the Work or a portion thereof. 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. 14. Assistance in connection with Bid protests, rebidding, or renegotiating contracts for construction, materials, equipment, or services. 15. Providing Construction Phase services beyond the Contract Times set forth in Exhibit A. Part 1, Paragraph A.7.a. 16. Providing assistance in resolving any Hazardous Environmental Condition in compliance with current Laws and Regulations. 17. Preparing to serve or serving as a consultant or witness for OWNER in any litigation, arbitration or other dispute resolution process related to the Project. 18. Providing more extensive services required to enable ENGINEER to issue notices or certifications requested by OWNER. 19. Services in connection with Work Change Directives and Change Orders to reflect changes requested by OWNER so as to make the compensation commensurate with the extent of the Additional Services rendered. 20. Services in making revisions to Drawings and Specifications occasioned by the acceptance of substitute materials or equipment other than "or -equal" items; and services after the award of the Construction Agreement in evaluating and determining the acceptability of a substitution which is found to be inappropriate for the Project or an excessive number of substitutions. 21. Services resulting from significant delays, changes, or price increases occurring as a direct or indirect result of materials, equipment, or energy shortages. 22. Additional or extended services during construction made necessary by (1) emergencies or acts of God endangering the Work, (2) an occurrence of a Hazardous Environmental Condition, (3) Work damaged by fire or other cause during construction, (4) a significant amount of defective, neglected, or delayed work by Contractor, (5) acceleration of the progress schedule involving services beyond normal working hours, or (6) default by Contractor. 23. Services in connection with any partial utilization of any part of the Work by OWNER prior to Substantial Completion. 24. Evaluating an unreasonable claim or an excessive number of claims submitted by Contractor or others in connection with the Work. Page 21 of 35 25. Other services performed or furnished by ENGINEER not otherwise provided for in this Agreement. 26. Reimbursable expenses associated with providing additional services. Page 22 of 35 Resolution No. 2010—R0035 EXHIBIT A, PART 3 — OWNER'S RESPONSIBILITIES LAKE ALAN HENRY PUMP STATION POST BOOSTER PUMP STATION AND STORAGE TANK LAKE ALAN HENRY 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. Designate in writing 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. Assist ENGINEER by placing at ENGINEER's disposal all available non -confidential information pertinent to the Project including previous reports and any other data relative to 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. 3. 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. Examine all studies, reports, sketches, drawings, specifications, proposals and other documents presented 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. 5. 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 previously required to be provided by ENGINEER. 6. 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 Contractor(s) are complying with any law, rule, regulation, ordinance, code or order applicable to their furnishing and performing the work. 7. Attend the pre-bid conference, bid opening, preconstruction conferences, construction progress and other job related meetings and substantial completion inspections and final payment inspections. 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. 9. Furnish, or direct ENGINEER to provide, Additional Services as stipulated in Exhibit A, Part 2 of this AGREEMENT or other services, as deemed to be required by OWNER. Page 23 of 35 10. 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. 11. Bear all costs incident to compliance with the requirements of OWNER'S responsibilities. Page 24 of 35 EXHIBIT B PAYMENTS TO THE ENGINEER LAKE ALAN HENRY PUMP STATION POST BOOSTER PUMP STATION AND STORAGE TANK LAKE ALAN HENRY PIPELINE PAYMENTS TO THE ENGINEER — Lake Alan Henry Pump Station, Post Booster Pump Station and Storage Tank, Lake Alan Henry Pipeline OWNER shall pay ENGINEER for services set forth in Exhibit A — Scope of Services, Basic Services as follows: a. On an hourly rate basis per the attached schedules, as applicable for personnel of the respective firm, at a Not to Exceed amount of $ 6,250,000 based on the following distribution of compensation: Lake Alan Henry Pipeline -_Construction Contracts A. B. and C Construction Contract A • Project Management $ 90,000 • Construction Phase Basic Services $ 350,000 • Resident Project Representation $ 625,000 Construction Contract B • Project Management $ 90,000 • Construction Phase Basic Services $ 305,000 • Resident Project Representation $ 710,000 Construction Contract C • Project Management $ 90,000 • Construction Phase Basic Services $ 255,000 • Resident Project Representation $ 575,000 Lake Alan Henry Pump Station, Post Booster Pump Station and Storage Tank — Construction Contract D • Project Management $ 135,000 • Construction Phase Basic Services $ 835,000 • Resident Project Representation $ 2,190,000 2. OWNER shall pay ENGINEER for services rendered, including 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. Sub -consultant will be billed on the basis of cost times a factor of 1.03. 2) For reimbursable expenses, on the basis of cost times a factor of 1.05. Page 25 of 35 3) Estimates of man-hours and hourly rates for which the Not -to -Exceed fee is based are as shown on the attached table entitled "Personnel Manhour Estimate": Page 26 of 35 Lake Alan Henry Transmission Pipelines and Pump Stations Personnel Manhour Estimate Page 27 of 35 Pipe Segment A Pipe Segment B Pipe Segment C PumpStatlons Firm Rate Hours Amount Hours Amount Hours Amount Hours Amount PSC Engr VII $ 175.00 192 $ 33,600 192 $ 33,600 192 $ 33,600 288 $ 50,400 Engr IV $ 115.00 192 $ 22,080 192 $ 22,080 192 $ 22,080 288 $ 33,120 RPR III $ 100.00 240 $ 24,000 240 $ 24,000 240 $ 24,000 360 $ 36,000 Subtotal $ 79,680 $ 79,680 $ 79,680 $ 119,520 Espenses $ 7,968 $ 7,968 $ 7,968 $ 11,952 Total $ 87,648 $ 87,648 $ 87,648 $ 131,472 NTE Fee Basis $ 90,000 $ 90,000 $ 90,000 $ 135,000 $ 405,000 FNI General Rep Engr VIII $ 257.00 27 $ 6,939 27 $ 6,939 27 $ 6,939 $ - Engr VII $ 251.00 303 $ 76,053 259 $ 65,009 177 $ 44,427 80 $ 20,080 Engr V $ 175.00 $ - $ - $ - 1514 $ 264,950 Engr IV $ 161.00 639 $ 102,879 511 $ 82,271 377 $ 60,697 1242 $ 199,962 Engr III $ 143.00 500 $ 71,500 451 $ 64,493 412 $ 58,916 $ - CADD $ 160.00 102 $ 16,320 102 $ 16,320 102 $ 16,320 260 $ 41,600 DCS 11 $ 106.00 182 $ 19,292 136 $ 14,416 136 $ 14,416 210 $ 22,260 Arch VI $ 192.00 $ - $ - $ - 20 $ 3,840 Tech IV $ 136.00 $ $ $ 140 $ 19,040 Elec Eng VI $ 212.00 $ $ $ 252 $ 53,424 Elec Eng IV $ 174.00 $ $ $ 506 $ 88,044 Group Mgr $ 216.00 $ $ $ 16 $ 3,456 MechEng IV $ 138.00 $ $ $ 84 $ 11,592 Dsgnr 11 $ 151.00 $ - $ - $ - 36 $ 5,436 Espenses-Gen $ 44,100 $ 44,100 $ 44,100 $ 74,000 Subtotal $ 337,083 $ 293,548 $ 245,815 $ 807,684 PSC Markup @3% $ 10,112 $ 8,806 $ 7,374 $ 24,231 Total $ 347,195 $ 302,354 $ 253,189 $ 831,915 NTE Fee Basis $ 350,000 $ 305,000 $ 255,000 $ 835,000 $ 1,745,000 Resident Rep RPR $ 95.00 3660 $ 347,700 $ - 3840 $ 364,800 $ Sr RPR $ 100.00 192 $ 19,200 4380 $ 438,000 $ $ - QC $ 175.50 196 $ 34,398 224 $ 39,312 S 80 $ 14,040 Spec Insp $ 140.25 $ - $ - $ 480 $ 67,320 LAH PS RPR $ 120.00 $ $ $ 4950 $ 594,000 CM $ 130.00 $ $ $ 6780 $ 881,400 PEPS RPR $ 95.00 $ - $ - $ 4120 $ 391,400 Corrosion Engr $ 110.00 520 $ 57,200 520 $ 57,200 520 $ 57,200 Expenses -RPR $ 143,930 $ 151,059 $ 132,695 $ 172,696 Subtotal $ 602,428 $ 685,571 $ 554,695 $ 2,120,856 PSC Markup @ 3% $ 18,073 $ 20,567 $ 16,641 $ 63,626 Total $ 620,501 $ 706,138 $ 571,336 $ 2,184,482 NTE Fee Bas Is $ 625,000 $ 710,000 $ 575,000 $ 2,190,000 $ 4,100,000 Total $ 1,065,000 $ 1,105,000 $ 920,000 $ 3,160,000 $ 6,250,000 Page 27 of 35 Parkhill, Smith & Cooper, Inc. Client: City of Lubbock Project: Lake Alan Henry Water Supply Project Agreement Date: Classification Hourly Rate PROFESSIONAL LEVEL VII Engineer VII Architect VII Landscape Architect VII 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 Hourly Rate Schedule Classification Hourly Rate 175.00 PROFESSIONAL LEVEL II 90.00 Intern (Architect) II Interior Designer 11, Intern (Interiors) II Technologist II Resident Project Representative II Landscape Architect II 150.00 PROFESSIONAL LEVEL 1 80.00 Intern (Architect) I Intern (Interiors) I Technologist 1 135.00 Resident Project Representative I PROFESSIONAL LEVEL IV 115.00 Engineer IV Architect IV, Intern (Architect) IV Landscape Architect IV Interior Designer IV Technologist IV Resident Project Representative IV PROFESSIONAL LEVEL III Engineer 1/11, 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 1/11 SUPPORT STAFF II Accounting Clerk CADD Clerical Engineering Technician II Administrative Secretary II 100.00 SUPPORT STAFF I Architectural Student Engineering Student Interiors Student Landscape Architecture Student Accounting Clerk Trainee CADD Trainee Clerical Trainee 75.00 70.00 Reimbursement for expenses, as listed below, incurred in connection with the Additional Services, will be at cost plus five 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, 2010 through December 31, 2012. Page 28 of 35 Subconsultant Freese & Nichols, Inc. Hourly Rate Schedule Position Rate PRINCIPAL $370.00 GROUP MANAGER 216.00 ENGINEER VIII 257.00 ENGINEER VII 251.00 ENGINEER VI 225.00 ENGINEER V 175.00 ENGINEER IV 161.00 ENGINEER III 143.00 ENGINEER II 135.00 ENGINEER 1 111.00 ELECTRICAL ENGINEER VI 212.00 ELECTRICAL ENGINEER V 174.00 ELECTRICAL ENGINEER IV 138.00 ELECTRICAL ENGINEER III 130.00 ELECTRICAL ENGINEER II 126.00 ELECTRICAL ENGINEER 1 119.00 MECHANICAL ENGINEER VI 205.00 MECHANICAL ENGINEER V 182.00 MECHANICAL ENGINEER IV 159.00 MECHANICAL ENGINEER III 140.00 PROGRAM MANAGER II 212.00 CONSTRUCTION CONTRACT ADMIN III (QC) 175.50 CONSTRUCTION CONTRACT ADMIN III (Spec. Insp) 140.25 CONSTRUCTION CONTRACT ADMIN III (CM) 130.00 CONSTRUCTION CONTRACT ADMIN III (Sr. RPR) 100.00 CONSTRUCTION CONTRACT ADMIN II (LAH PS RPR) 120.00 CONSTRUCTION CONTRACT ADMIN I (DCS 11) 106.00 CONSTRUCTION CONTRACT ADMIN I (RPR) 95.00 CONSTRUCTION CONTRACT ADMIN I (PBPS RPR) 110.00 DOCUMENT CONTROL CLERK 101.00 SR DESIGNER 187.00 DESIGNER II 151.00 DESIGNER 1 130.00 CADD DESIGNER 160.00 TECHNICIAN IV 136.00 TECHNICIAN III 109.00 TECHNICIAN II 91.00 TECHNICIAN 1 70.00 GIS COORDINATOR 138.00 GIS ANALYST IV 125.00 Page 29 of 35 GIS ANALYST III 103.00 GIS ANALYST II 92.00 GIS ANALYST 1 69.00 3D VISUALIZATION COORDINATOR 170.00 ENVIRONMENTAL SCIENTIST VII 218.00 ENVIRONMENTAL SCIENTIST VI 190.00 ENVIRONMENTAL SCIENTIST V 160.00 ENVIRONMENTAL SCIENTIST IV 140.00 ENVIRONMENTAL SCIENTIST III 120.00 ENVIRONMENTAL SCIENTIST II 84.00 ENVIRONMENTAL SCIENTIST 1 83.00 ARCHITECT VI 192.00 ARCHITECT V 174.00 ARCHITECT IV 140.00 ARCHITECT 111 134.00 ARCHITECT II 108.00 ARCHITECT 1 93.00 PLANNER VI 203.00 PLANNER V 156.00 PLANNER IV 123.00 PLANNER III 112.00 PLANNER I 92.00 HYDROLOGIST V 176.00 HYDROLOGIST IV 138.00 HYDROLOGIST III 127.00 HYDROLOGIST II 116.00 GEOTECHNICAL ENGINEER VI 225.00 PUBLIC INVOLVEMENT COORDINATOR 128.00 WEB SERVICES ADMINISTRATOR 150.00 WORD PROCESSING/SECRETARIAL 77.00 OPERATIONS ANALYST 139.00 CONTRACT ADMINISTRATOR 88.00 INFORMATION SERVICES ADMINISTRATOR 76.00 INFORMATION SERVICES CLERK III 60.00 INFORMATION SERVICES CLERK II 56.00 INFORMATION SERVICES CLERK 1 55.00 CO-OP $67.00 CORROSION ENGINEER (SUBCONSULTANT MATTSON) $110.00 Page 30 of 35 Schedule of Charges: Rate actually charged will be specific to the personnel actively involved in the project. RATES FOR INHOUSE SERVICES Print Shop Color Copies and Printing Black and White Copies and Printing Binding Testing Apparatus Density Meter $700.00 per month Gas Detection $20.00 per test Calcomp Plotter Bond Other Color $0.50 per single side copy $1.00 per double side copy $0.10 per single side copy $0.20 per double side copy $5.75 per book $2.50 per plot $5.00 per plot $5.75 per plot OTHER REIMBURSABLE EXPENSES Other authorized reimbursable expenses are reimbursed at actual cost times a multiplier of 1.05. They include outside printing and reproduction expense, communication expense, travel, transportation and subsistence away from Fort Worth, and other miscellaneous expenses directly related to the work, including costs of laboratory analysis, tests, and other work required to be done by independent person other than staff members. Page 31 of 35 EXHIBIT C Resolution No. 2010—R0035 DUTIES, RESPONSIBILITIES, AND LIMITATIONS OF AUTHORITY OF RESIDENT PROJECT REPRESENTATIVE A. ENGINEER shall furnish a full-time Resident Project Representative ("RPR"), assistants, and other field staff (based on the hours and weeks provided below) to assist ENGINEER in observing progress and quality of the Work. The RPR, assistants, and other field staff under this Exhibit C may provide full time representation or may provide representation to a lesser degree. The ENGINEER shall provide the following construction phase staff RPRs for the construction of the Lake and Post pump stations and all three phases of the pipeline construction: Construction Manager / Post PS RPR 60 hours per week for 113 weeks Lake PS RPR 50 hours per week for 99 weeks Field DCS / Post PS RPR 40 hours per week for 103 weeks Sr. PL RPR/ PL Section II RPR 60 hours per week for 73 weeks PL Section I & III RPR 60 hours per week for 125 weeks Electrical Specialty Inspection (as required) 40 hours per week for 12 weeks Contract QC Administrator 16 hours per month for 31 months Corrosion Control Testing - Cathodic Protection as needed OWNER agrees to pay, in addition to the labor effort, expenses for the field personnel as established in the ENGINEER's fee for providing the construction phase services. B. Through such additional observations of Contractor's work in progress and field checks of materials and equipment by the RPR and assistants, ENGINEER shall endeavor to provide further protection for OWNER against defects and deficiencies in the Work. However, ENGINEER shall not, during such visits or as a result of such observations of Contractor's work in progress, supervise, direct, or have control over the Contractor's Work nor shall ENGINEER have authority over or responsibility for the means, methods, techniques, sequences, or procedures selected by Contractor, for safety precautions and programs incident to the Contractor's work in progress, for any failure of Contractor to comply with Laws and Regulations applicable to Contractor's performing and furnishing the Work, or responsibility of construction for Contractor's failure to furnish and perform the Work in accordance with the Contract Documents. C. The duties and responsibilities of the RPR are limited to those of ENGINEER in the Agreement with the OWNER and in the Contract Documents, and are further limited and described as follows: 1. General: RPR is ENGINEER's agent at the Site, will act as directed by and under the supervision of ENGINEER, and will confer with ENGINEER regarding RPR's actions. RPR's dealings in matters pertaining to the Contractor's work in progress shall in general be with ENGINEER and Contractor, keeping OWNER advised as necessary. RPR's dealings with subcontractors shall only be through or with the full knowledge and approval of Contractor. RPR shall generally communicate with OWNER with the knowledge of and under the direction of ENGINEER. RPR shall generally communicate with OWNER with the knowledge of and under the direction of ENGINEER. 2. Schedules: Review the progress schedule, schedule of Shop Drawing and Sample submittals, and schedule of values prepared by Contractor and consult with ENGINEER concerning acceptability. Page 32 of 35 3. Conferences and Meetings: Attend meetings with Contractor, such as preconstruction conferences, progress meetings, job conferences and other project -related meetings, and prepare and circulate copies of minutes thereof. 4. Liaison: a. Serve as ENGINEER's liaison with Contractor, working principally through Contractor's superintendent and assist in understanding the intent of the Contract Documents. b. Assist ENGINEER in serving as OWNER's liaison with Contractor when Contractor's operations affect OWNER's on -Site operations. c. Assist in obtaining from OWNER additional details or information, when required for proper execution of the Work. 5. Interpretation of Contract Documents: Report to ENGINEER when clarifications and interpretations of the Contract Documents are needed and transmit to Contractor clarifications and interpretations as issued by ENGINEER. 6. Shop Drawings and Samples. a. Record date of receipt of Samples and approved Shop Drawings. b. Receive Samples which are furnished at the Site by Contractor, and notify ENGINEER of availability of Samples for examination. c. Advise ENGINEER and Contractor of the commencement of any portion of the Work requiring a Shop Drawing or Sample submittal for which RPR believes that the submittal has not been approved by ENGINEER. 7. Modifications: Consider and evaluate Contractor's suggestions for modifications in Drawings or Specifications and report with RPR's recommendations to ENGINEER. Transmit to Contractor in writing decisions as issued by ENGINEER. 8. Review of Work and Rejection of Defective Work: a. Conduct on -Site observations of Contractor's work in progress to assist ENGINEER in determining if the Work is in general proceeding in accordance with the Contract Documents. b. Report to ENGINEER whenever RPR believes that any part of Contractor's work in progress will not produce a completed Project that conforms generally to the Contract Documents or will prejudice the integrity of the design concept of the completed Project as a functioning whole as indicated in the Contract Documents, or has been damaged, or does not meet the requirements of any inspection, test or approval required to be made; and advise ENGINEER of that part of work in progress that RPR believes should be corrected or rejected or should be uncovered for observation, or requires special testing, inspection or approval. 9. Inspections, Tests, and System Startups: a. Consult with ENGINEER in advance of scheduled major inspections, tests, and systems startups of important phases of the Work. b. Verify that tests, equipment, and systems start-ups and operating and maintenance training are conducted in the presence of appropriate OWNER'S personnel, and that Contractor maintains adequate records thereof. c. Observe, record, and report to ENGINEER appropriate details relative to the test procedures and systems startups. Page 33 of 35 d. Accompany visiting inspectors representing public or other agencies having jurisdiction over the Project, record the results of these inspections, and report to ENGINEER. 10. Records: a. Maintain at the Site orderly files for correspondence, reports of job conferences, reproductions of original Contract Documents including all Change Orders, Field Orders, Work Change Directives, Addenda, additional Drawings issued subsequent to the execution of the Contract, ENGINEER's clarifications and interpretations of the Contract Documents, progress reports, Shop Drawing and Sample submittals received from and delivered to Contractor, and other Project related documents. b. Prepare a daily report or keep a diary or log book, recording Contractor's hours on the Site, weather conditions, data relative to questions of Change Orders. Field Orders, Work Change Directives, or changed conditions, Site visitors, daily activities, decisions, observations in general, and specific observations in more detail as in the case of observing test procedures: and send copies to ENGINEER. c. Record names, addresses and telephone numbers of all Contractors, subcontractors, and major suppliers of materials and equipment. d. Maintain records for use in preparing Project documentation. e. Upon completion of the Work, furnish original set of all RPR Project documentation to ENGINEER. 11. Reports: a. Furnish to ENGINEER periodic reports as required of progress of the Work and of Contractor's compliance with the progress schedule and schedule of Shop Drawing and Sample submittals. b. Draft and recommend to ENGINEER proposed Change Orders, Work Change Directives, and Field Orders. Obtain backup material from Contractor. c. Furnish to ENGINEER and OWNER copies of all inspection, test, and system startup reports. d. Report immediately to ENGINEER the occurrence of any Site accidents, any Hazardous environmental Conditions, emergencies, or acts of God endangering the Work, and property damaged by fire or other causes. 12. Payment Requests: Review Applications for Payment with Contractor for compliance with the established procedure for their submission and forward with recommendations to ENGINEER, noting particularly the relationship of the payment requested to the schedule of values, Work completed, and materials and equipment delivered at the Site but not incorporated in the Work. 13. Certificates, Operation and Maintenance Manuals: During the course of the Work, verify that materials and equipment certificates, operation and maintenance manuals and other data required by the Specifications to be assembled and furnished by Contractor are applicable to the items actually installed and in accordance with the Contract Documents, and have these documents delivered to ENGINEER for review and forwarding to OWNER prior to payment for that part of the Work. Page 34 of 35 14. Completion: a. Before ENGINEER issues a Certificate of Substantial Completion, submit to Contractor a list of observed items requiring completion or correction. b. Observe whether Contractor has arranged for inspections required by Laws and Regulations, including but not limited to those to be performed by public agencies having jurisdiction over the Work. c. Participate in a final inspection in the company of ENGINEER, OWNER, and Contractor and prepare a final list of items to be completed or corrected. d. Observe whether all items on final list have been completed or corrected and make recommendations to ENGINEER concerning acceptance and issuance of the Notice of Acceptability of the Work. D. Resident Project Representative shall not: 1. Authorize any deviation from the Contract Documents or substitution of materials or equipment (including "or -equal" items). 2. Exceed limitations of ENGINEER's authority as set forth in the Agreement or the Contract Documents. 3. Undertake any of the responsibilities of Contractor, subcontractors, suppliers, or Contractor's superintendent. 4. Advise on, issue directions relative to or assume control over any aspect of the means, methods, techniques, sequences or procedures of Contractor's work unless such advice or directions are specifically required by the Contract Documents. 5. Advise on, issue directions regarding, or assume control over safety precautions and programs in connection with the activities or operations of OWNER or Contractor. 6. Participate in specialized field or laboratory tests or inspections conducted off-site by others except as specifically authorized by ENGINEER. 7. Accept Shop Drawing or Sample submittals from anyone other than Contractor. 8. Authorize OWNER to occupy the Project in whole or in part. Page 35 of 35