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HomeMy WebLinkAboutResolution - 2017-R0151 - Freese & Nichols, Inc. - 04/27/2017Resolution No.2017-RO151 Item No.6.13 April 27,2017 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for and on behalf of the City of Lubbock,a Professional Services Agreement relating to study for the Southeast Water Reclamation,Plant 2 Decommissioning and Closure Project,by and between the City of Lubbock and Freese &Nichols,Inc., 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 City Council. Passed by the City Council on April 27,2017 ATTEST: A^JL^C<. tea Garza,City Secretary APPROVED AS TO CONTENT DANIEL M.POPE,MAYOR .Wood Franklin,Director of Public Works APPROVED AS TO FORM: ^Amy ^SirfisTptep^y^City Attorney RES.PSC-Freeze &Nichols,Inc.-Southeast Water Reclamation Plant 2 8.8.16 Resolution No. 2017-RO151 PROFESSIONAL SERVICES CONTRACT STATE OF TEXAS § COUNTY OF LUBBOCK § This contract 12769, (the "Contract" or "Agreement"), effective as of the _27thday of April 2017 (the "Effective Date"), is by and between the City of Lubbock, (the "City"), a Texas home rule municipal corporation, and Freese and Nichols, Inc., ("ENGINEER") a Texas professional corporation authorized to conduct business in Texas. WITNESSETH WHEREAS, the City desires to obtain professional engineering services related to study of re - purposing and preparation of closure documents for the Southeast Water Reclamation Plant, Plant 2 Decommissioning and Closure (the "Activities"); and WHEREAS, ENGINEER has a professional staff experienced and is qualified to provide professional engineering services related to Activities, and will provide the services, as defined below, for the price provided herein, said price stipulated by City and Engineer to be a fair and reasonable price; and WHEREAS, the City desires to contract with ENGINEER to provide professional engineering services related to the Activities and Engineer desires to provide the Services related to same. NOW THEREFORE, for and in consideration of the terms, covenants and conditions set forth in this Contract, the City and ENGINEER hereby agree as follows: ARTICLE I. TERM The term of this Contract commences on the Effective Date and continues without interruption for a term of 365 days, as set forth in Exhibit "A", attached to and made a part of this Agreement for all purposes. If the Engineer determines that additional time is required to complete the Services, the City Engineer, may, but is not obligated to, in his discretion, execute an agreement to grant up to an additional six (6) months of time so long as the amount of the consideration does not increase. An amendment to this agreement resulting in an increase in the amount of the consideration must be approved by the City acting through its governing body. FNI Professional Agreement Page 1 of 21 ARTICLE II. SERVICES AND COMPENSATION A. Engineer shall conduct all activities and within such timeframes as set forth on Exhibit "A", attached hereto (the "Services") B. ENGINEER shall receive as consideration to be paid for the performance of the Services set forth in General, Basic Services, and Special Services based on hourly rates, not to exceed $286,592 per Exhibit "A" and Exhibit "B". ARTICLE III. TERMINATION A. General. City may terminate this Contract, for any reason or convenience, upon thirty (30) days written notice to ENGINEER. In the event this Agreement is so terminated, the City shall only pay Engineer for services actually performed by Engineer up to the date Engineer is deemed to have received notice of termination as provided herein. B. Termination and Remedies. In the event ENGINEER breaches any term and/or provision of this Contract, the City shall be entitled to exercise any right or remedy available to it by this Contract, at law, equity, or otherwise, including without limitation, termination of this Contract and assertion of an action for damages and/or injunctive relief. The exercise of any right or remedy shall not preclude the concurrent or subsequent exercise of any right or remedy and all other rights and remedies shall be cumulative. ARTICLE IV. NON - ARBITRATION The City reserves the right to exercise any right or remedy available to it by law, contract, equity, or otherwise, including without limitation, the right to seek any and all forms of relief in a court of competent jurisdiction. Further, the City shall not be subject to any arbitration process prior to exercising its unrestricted right to seek judicial remedy. The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. To the extent of any conflict between this provision and another provision in, or related to, this document, this provision shall control. ARTICLE V. REPRESENTATIONS AND WARRANTIES A. Existence. ENGINEER is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas and is qualified to carry on its business in the State of Texas. B. Corporate Power. ENGINEER has the corporate power to enter into and perform this Contract and all other activities contemplated hereby. FNI Professional Agreement Page 2 of 21 C. Authorization. Execution, delivery, and performance of this Contract and the activities contemplated hereby have been duly and validly authorized by all the requisite corporate action on the part of ENGINEER. This Contract constitutes legal, valid, and binding obligations of the ENGINEER and is enforceable in accordance with the terms thereof. D. Engineer. ENGINEER maintains a professional staff and employs, as needed, other qualified specialists experienced in providing the Services, and are familiar with all laws, rules, and regulations, both state and federal, including, without limitation the applicable laws, regarding the activities contemplated hereby. E. Performance. ENGINEER will and shall conduct all activities contemplated by this Contract in accordance with the standard of care, skill and diligence normally provided by a professional person in performance of similar professional engineering services, and comply with all applicable laws, rules, and regulations, both state and federal, relating to professional engineering services, as contemplated hereby. F. Use of Copyrighted Material. ENGINEER warrants that any materials provided by ENGINEER for use by City pursuant to this Contract shall not contain any proprietary material owned by any other party that is protected under the Copyright Act or any other law, statute, rule, order, regulation or ordinance relating to the use or reproduction of materials. ENGINEER shall be solely responsible for ensuring that any materials provided by ENGINEER pursuant to this Contract satisfy this requirement and ENGINEER agrees to indemnify and hold City harmless from all liability or loss caused to City or by to which City is exposed on account of ENGINEER's failure to perform this duty. ARTICLE VI. SCOPE OF WORK ENGINEER shall accomplish the following: Professional Engineering Services related to the Southeast Water Reclamation Plant, Plant 2 Decommissioning and Closure, as defined and provided in Exhibits "A and B". ARTICLE VII. INDEPENDENT CONTRACTOR STATUS ENGINEER and City agree that ENGINEER shall perform the duties under this Contract as an independent contractor and shall be considered as independent contractor under this Agreement and/or in its activities hereunder for all purposes. ENGINEER has the sole discretion to determine the manner in which the services are to be performed. During the performance of the Services under this Agreement, Engineer and Engineer's employees and/or subconsultants, will not be considered, for any purpose, FNI Professional Agreement Page 3 of 21 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, worker's compensation, labor, personal injury or taxes of any kind. ARTICLE VIII. INSURANCE Engineer shall procure and carry, at its sole cost and expense through the life of this Agreement, except as otherwise provided herein, insurance protection as hereinafter specified, in form and substance satisfactory to City, carried with an insurance company authorized to transact business in the state of Texas, covering all aspects and risks of loss of all operations in connection with this Agreement, including without limitation, the indemnity obligations set forth herein. Engineer shall obtain and maintain in full force and effect during the term of this Agreement, and shall cause each approved subcontractor or subconsultant of Engineer to obtain and maintain in full force and effect during the term of this Agreement, commercial general liability, professional liability and automobile liability coverage for non -owned and hired vehicles 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. All policies except Professional Liability will be written on per occurrence basis, subject to the following minimum limits of liability: Commercial General Liability: Per Occurrence Limit: $1,000,000 General Aggregate Limit: $2,000,000 Professional Liability: Combined Single Limit: $1,000,000 Automobile Liability: Combined Single Limit for any auto: $1,000,000 Per Occurrence Employer's Liability: $1,000,000 Engineer shall further cause any approved subcontractor or subconsultant to procure and carry, during the term of this Agreement, Professional Liability coverage, as specified above for Engineer, protecting City against losses caused by the professional negligence of the approved subcontractor or subconsultant. The City shall be listed as a primary and noncontributory 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. FNI Professional Agreement Page 4 of 21 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. Notwithstanding anything contained herein to the contrary, the professional liability policy shall be maintained, at Engineer's sole cost and expense. The retroactive date shall be no later than the commencement of the performance of this contract and the discovery period (possibly through tail coverage) shall be no less than ten (10) years after the completion of work specified in the contract. The provisions of this Article Vill shall survive the termination or expiration of this Agreement. ARTICLE IX. EMPLOYMENT OF AGENTS/RETAINING OF CONSULTANTS ENGINEER may employ or retain consultants, contractors, or third parties (any of which are referred to herein as "Subconsultant"), to perform certain duties of ENGINEER, as set forth on Exhibit 'A B, and C", attached hereto, under this Contract, provided that City approves the retaining of Subconsultants. ENGINEER is at all times responsible to City to perform the Services as provided in this Agreement and ENGINEER is in no event relieved of any obligation under this Contract upon retainage of any approved Subconsultant. Any agent and/or Subconsultant retained and/or employed by ENGINEER shall be required by ENGINEER to carry, for the protection and benefit of the City and ENGINEER and naming said third parties as additional insureds, insurance as described above in this Contract. ENGINEER represents that such services are either under applicable value thresholds or are otherwise exempt from notice and/or bid requirements under Texas Law. ARTICLE X. CONFIDENTIALITY ENGINEER shall retain all information received from or concerning the City and the City's business in strictest confidence and shall not reveal such information to third parties without prior written consent of the City, unless otherwise required by law. FNI Professional Agreement Page 5 of 21 ARTICLE XI. INDEMNITY ENGINEER SHALL INDEMNIFY AND SAVE HARMLESS THE CITY OF LUBBOCK AND ITS ELECTED OFFICIALS, OFFICERS, AGENTS, AND EMPLOYEES FROM ALL SUITS, ACTIONS, LOSSES, DAMAGES, CLAIMS, OR LIABILITY OF ANY KIND, CHARACTER, TYPE, OR DESCRIPTION, INCLUDING WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ALL EXPENSES OF LITIGATION, COURT COSTS, AND ATTORNEY'S FEES, FOR INJURY OR DEATH TO ANY PERSON, OR INJURY TO ANY PROPERTY, RECEIVED OR SUSTAINED BY ANY PERSON OR PERSONS OR PROPERTY, TO THE EXTENT ARISING OUT OF, RELATED TO OR OCCASIONED BY, THE NEGLIGENT ACTS OF ENGINEER, ITS AGENTS, EMPLOYEES, AND/OR SUBCONSULTANTS, RELATED TO THE PERFORMANCE, OPERATIONS OR OMISSIONS UNDER THIS CONTRACT AND/OR THE USE OF OCCUPATION OF CITY OWNED PROPERTY. THE INDEMNITY OBLIGATION PROVIDED HEREIN SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT. ARTICLE XII. COMPLIANCE WITH APPLICABLE LAWS ENGINEER shall comply with all applicable federal, state and local laws, statutes, ordinances, rules and regulations relating, in any way, manner or form, to the activities under this Contract, and any amendments thereto. ARTICLE XIII. NOTICE A. General. Whenever notice from ENGINEER to City or City to ENGINEER is required or permitted by this Contract and no other method of notice is provided, such notice shall be given by (1) actual delivery of the written notice to the other party by hand (in which case such notice shall be effective upon delivery); (2) facsimile (in which case such notice shall be effective upon delivery); or (3) by depositing the written notice in the United States mail, properly addressed to the other party at the address provided in this article, registered or certified mail, return receipt requested, in which case such notice shall be effective on the third business day after such notice is so deposited. B. ENGINEER's Address. ENGINEER's address and numbers for the purposes of notice are: Freese and Nichols, Inc. Attn: David Jackson, P.E., BCEE 2711 North Haskell, Suite 3300 Dallas, Texas 75204 david.jackson@freese.com Telephone: (817) 917-9182 Facsimile: (214) 217-2201 FNI Professional Agreement Page 6 of 21 C. City's Address. The City's address and numbers for the purposes of notice are: City of Lubbock Attn: John Turpin, P.E., Chief Water Utilities Engineer Public Works Engineering (Water) P. 0. Box 2000 1625 13th Street Lubbock, Texas 79457 JTurpin@mail.ci.lubbock.tx.us Telephone: (806) 775 — 2342 Facsimile: (806) 775 — 3344 D. Change of Address. Either party may change its address or numbers for purposes of notice by giving written notice to the other party as provided herein, referring specifically to this Contract, and setting forth such new address or numbers. The address or numbers shall become effective on the 15th day after such notice is effective. ARTICLE XIV. CITY -PROVIDED DATA City shall furnish ENGINEER non -confidential studies, reports and other available data in the possession of the City pertinent to ENGINEER's Services, so long as City is entitled to rely on such studies, reports and other data for the performance of ENGINEER's Services under this Contract (the "Provided Data"). ENGINEER shall be entitled to use and rely, so long as such reliance is reasonable, upon all such Provided Data. ARTICLE XV. MISCELLANEOUS A. Captions. The captions for the articles and sections in this Contract are inserted in this Contract strictly for the parties' convenience in identifying the provisions to this Contract and shall not be given any effect in construing this Contract. B. Audit. ENGINEER shall provide access to its corporate books and records to the City. The City may audit, at its expense and during normal business hours, ENGINEER's books and records with respect to this Contract between ENGINEER and City. FNI Professional Agreement Page 7 of 21 C. Records. ENGINEER shall maintain records that are necessary to substantiate the services provided by ENGINEER. City. D. Assignability. ENGINEER may not assign this Contract without the prior written approval of the E. Successor and Assigns. This Contract binds and inures to the benefit of the City and ENGINEER, and in the case of City, its respective successors, legal representatives, and assigns, and in the case of ENGINEER, its permitted successors and assigns. F. Construction and Venue. THIS CONTRACT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. THIS CONTRACT IS PERFORMABLE IN LUBBOCK COUNTY, TEXAS. THE PARTIES HERETO HEREBY IRREVOCABLY CONSENT TO THE SOLE AND EXCLUSIVE JURISDICTION AND VENUE OF THE COURTS OF COMPETENT JURISDICTION OF THE STATE OF TEXAS, COUNTY OF LUBBOCK, FOR THE PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS CONTRACT OR THE ACTIONS THAT ARE CONTEMPLATED HEREBY. G. Severability. If any provision of this Contract is ever held to be invalid or ineffective by any court of competent jurisdiction with respect to any person or circumstances, the remainder of this Contract and the application of such provision to persons and/or circumstances other than those with respect to which it is held invalid or ineffective shall not be affected thereby. H. Amendment. No amendment, modification, or alteration of the terms of this Contract shall be binding unless such amendment, modification, or alteration is in writing, dated subsequent to this Contract, and duly authorized and executed by ENGINEER and City. I. Entire Agreement. This Contract, including Exhibits "A", "B", & "C" attached hereto, contains the entire Contract between the City and ENGINEER, and there are no other written or oral promises, conditions, warranties, or representations relating to or affecting the matters contemplated herein. J. No Joint Enterprise. Nothing contained herein shall be construed to imply a joint venture, joint enterprise, partnership or principal — agent relationship between ENGINEER and the City. K. Documents Owned by City. 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 FNI Professional Agreement Page 8 of 21 been compensated as set forth in Article II, above. The ENGINEER shall make copies of any and all work products for its files. L. Notice of Waiver. A waiver by either City or ENGINEER of a breach of this Agreement must be in writing and duly authorized 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. M. Third Party Activities. Nothing in this Agreement shall be construed to provide any rights or benefits whatsoever to any party other than City and ENGINEER. N. Appropriation. All funds for payment by the CITY under this contract are subject to the availability of an annual appropriation for this purpose by the CITY. In the event of non -appropriation of funds by the CITY Council of the CITY of Lubbock for the goods or services provided under this Contract, the CITY will terminate the Contract, without termination charge or other liability, on the last day of the then - current fiscal year or when the appropriation made for the then -current year for the services covered by this Contract is spent, whichever event occurs first (the "Non -Appropriation Date"). If at any time funds are not appropriated for the continuance of this Contract, cancellation shall be accepted by the Seller on thirty (30) days prior written notice, but failure to give such notice shall be of no effect and the CITY shall not be obligated under this Contract beyond the Non -Appropriation Date. EXECUTED as of the Effective Date hereof. CITY OF 71____ CK Daniel M. Pope, NYayor ATTEST: Reb cca Garza, City Secretar FNI Professional Agreement Page 9 of 21 APPROVED AS TO CONTENT: Michael G. Keenum, P.E., City Engineer Jq,Kn Turpin, P.E`, Chief Water Utilities Engineer APPROVED AS TO FORM: FREESE AND NICHOLS, INC. By: C Jaw Name: David R. Jackson, P.E., BCEE Title: Vice President FNI Professional Agreement Page 10 of 21 EXHIBIT A SCOPE OF SERVICES FOR: SOUTHEAST WATER RECLAMATION PLANT PLANT 2 DECOMMISSIONING AND CLOSURE GENERAL: A. The Southeast Water Reclamation Plant, Plant 2 Decommissioning and Closure (the "Project") includes the following: 1. Study and evaluation of options for re -purposing the existing structures at Plant 2. 2. Preparation of documentation for the Texas Commission of Environmental Quality (TCEQ) for Plant 2 decommissioning and closure. BASIC SERVICES: The Basic Services include the project administration, preliminary investigations, reports, and closure documentation, as set forth herein. Design documents, construction bid and award services, construction phase services, resident representation services during construction, operation and maintenance manuals, startup services, commissioning, and personnel training will be incorporated in subsequent amendments if desired by the City (Sometimes referred to as "OWNER"). Engineer (Sometimes referred to as "FNI") shall render the following professional services in connection with the development of the Project: A. Project Management 1. FNI will prepare and deliver monthly reports to the OWNER regarding project status, anticipated upcoming work, information needs, and scheduled milestones. 2. FNI will prepare for, attend, and facilitate the following meetings and workshops associated with the Project. Agenda, presentation, and meeting minutes will be developed. a) Project Kick -Off and Brainstorming Workshop (1 day). b) Technology Transfer Workshop (1 day) c) Monthly Progress Meetings (up to 3) d) Draft Report Review Meeting (1 meeting) 3. FNI will provide Quality Control and Quality Assurance (QC/QA) on the Draft and Final reports. B. Re -Purposing Evaluation: FNI will provide the following services. 1. Review current plant processes, data, and facility needs to determine feasible options for potential re -purposing. Up to five (5) re -purposing options will be evaluated. Re -purposing FNI Professional Agreement Page 11 of 21 CITY ENGINE options could include, but are not limited to, peak flow storage, sludge storage, sidestream treatment, and effluent flow equalization. Site visits to view equipment or processes considered under re -purposing options shall be considered an additional service. 2. For closure and decommissioning options, partial and full demolition and remain -in -place options will be evaluated. In order to maximize the City's available budget, field sampling and final closure documentation will be provided after the repurposing option has been selected, so that it may be fine-tuned to the selected alternative. 3. The evaluation will include mechanical, structural, electrical, and site civil impacts. Detailed Opinions of Probable Construction Cost (OPCC) for each alternative will be provided. 4. Preparation of layout figures, sketches, and descriptions of equipment and technologies for each option will be included in the Report. 5. Provide one (1) draft PDF copy, submitted electronically, to the City for final comment and selection of the proposed repurposing alternative. Once selected, FNI will proceed forward with the Closure and Permitting elements of the project prior to developing the final report. C. Closure and Permitting: FNI will provide the following services. 1. Closure Plan Development a) Conduct one (1) site visit to visually identify and document existing conditions of the plant site and review facility permits and historical analytical data for the plant. b) Prepare a Draft WWTP Closure Plan in accordance with TCEQ regulations, the facility's existing permits, and Land Application Team guidance. c) Submit one (1) draft electronic copy of the closure plan to the City for review and comment. d) Revise and finalize the Draft Closure Plan as necessary based on the City's comments. e) Submit three (3) hard paper copies of the Closure Plan to the TCEQ within ten (10) business days of receipt of the City's comments. Submit two (2) hard paper copies and one (1) electronic copy to the City for their records. f) Respond to any comments or questions regarding the Closure Plan from TCEQ. 2. Site Investigation for Closure a) Upon approval of the Closure Plan by TCEQ, perform sampling and analysis described in the approved Closure Plan to document conditions on the site. This site investigation will include the following general tasks: 1. Field locate proposed sample locations. City shall verify absence of underground utilities in those locations. FNI Professional Agreement Page 12 of 21 CIT ENGINEE 2. Collect soil and groundwater samples (as specified in the Closure Plan) to determine if chemicals of concern (COCs) as indicated by Land Application Team guidance are present at concentrations that require special handling (i.e. capping) if left in place. Sample collection will require use of truck -mounted, direct -push drilling equipment. It is anticipated that a total of 80 soil borings and three (3) temporary groundwater monitoring wells will be installed to document closure activities. Samples will be delivered to a third -party NELAC- certified environmental laboratory for analysis. b) Analyze sampling results of the samples collected for COCs approved by the TCEQ in the Closure Plan. The presence of hazardous waste or contaminated areas will be considered under Additional Services. c) Prepare a summary memorandum to the City documenting the findings and providing recommendations for closure of the WWTP facilities. Submit two (2) hard paper copies and one (1) electronic copy to the City for their records. 3. Preparation and Submittal of Final Closure Report a) Prepare a WWTP Final Closure Report for Plant 2 including sampling data in accordance with TCEQ regulations, the facility's existing permits, and Land Application Team guidance. b) Submit one (1) draft electronic copy of the Final Closure Report to the City for review and comment. c) Conduct up to one (1) meeting with City staff to review the Draft Final Closure Report; provide agenda and purpose for the meeting; document and distribute meeting minutes within seven (7) working days of the meeting. d) Revise and finalize the Final Closure Report as appropriate based on the City's comments. e) Submit three (3) hard paper copies of the Final Closure Report to TCEQ within ten (10) business days of receipt of the City's comments. Submit two (2) hard paper copies and one (1) electronic copy to the City for their records. f) Respond to any comments or questions from TCEQ. Additional investigation required by TCEQ comments shall be considered under Additional Services. D. Lift Station 48 Gate and Actuator Replacement: FNI will provide the following services. 1. Review existing as -built, shop drawing, or other data pertaining to the existing sluice gate. 2. Visit Lift Station 48 for observation of existing gate operation, condition, and potential design FNI Professional Agreement Page 13 of 21 CITY ENGINEER improvements. Anticipated improvements include the replacement of the existing electric actuator coupled with a stem or complete gate replacement. Structural elements may be required depending upon the level of corrosion near or surrounding the gate frame and/or stem guide supports. 3. Preparation of improvement alternatives and recommendations to be included within the Draft and Final Reports. 4. Preparation of an Opinion of Probable Construction Cost (OPCC) for the recommended improvements. E. Report Preparation: FNI will provide the following services. 1. Preparation of a Draft Report for submittal and review by the OWNER. Five (5) hard copies and one PDF file to be submitted to the OWNER. Report to include findings and recommendations from the Re -Purposing Evaluation and Closure Recommendations. 2. Preparation of Opinions of Probable Construction Cost (OPCC) will be developed for all evaluated options. The OPCC will be provided with the Draft and Final Reports. 3. Preparation of a Final Report for submittal to the OWNER. Draft Report comments received at the Draft Report Review Meeting will be incorporated. Five (5) hard copies and one PDF file to be submitted to the OWNER. SPECIAL SERVICES: FNI shall render the following special services in connection with The Project: A. Equipment/Process Site Visits: FNI will coordinate and attend up to two (2) site visits with the OWNER to local equipment/processes under consideration in this Project. B. TPDES Permit Amendment: FNI will coordinate and prepare TPDES permit amendment documents as required to report the recommended improvements of the Project. TIME OF PERFORMANCE: FNI is authorized to commence work on The Project upon execution of this AGREEMENT and agrees to complete the services in accordance with the following schedule: • Preparation and submittal of Draft Repurposing Report —120 days from Kick -Off Meeting • Preparation and submittal of Final Repurposing and Closure Report — 270 days from Kick -Off Meeting If FNI's services are delayed through no fault of FNI, FNI shall be entitled to adjust contract schedule consistent with the number of days of delay. In the event FNI asserts that it is entitled to additional time, it shall provide notice to the OWNER as soon as reasonably practicable after the event allegedly causing such FNI Professional Agreement Page 14 of 21 CITY ENGINEE� delay shall occur ("Delay Event"), but in no event to exceed five (5) business days after the occurrence of the Delay Event. FNI shall use and exercise all diligence to promptly remove or remediate such Delay Event. In the event notice of the Delay Event shall not be provided as prescribed herein, FNI shall not be entitled to relief from schedule as provided in this AGREEMENT. These delays may include but are not limited to delays in OWNER or regulatory reviews, delays on the flow of information to be provided to FNI, except any delays occasioned by subcontracts or sub consultants of FNI, and governmental approvals. These delays may result in an adjustment to compensation. FNI Professional Agreement Page 15 of 21 CITY ENGINE EXHBIT A, PART 2, ADDITIONAL SERVICES SOUTHEAST WATER RECLAMATION PLANT PLANT 2 DECOMMISSIONING AND CLOSURE ADDITIONAL SERVICES: Additional Services to be performed by FNI, if authorized by Owner, which are not included in the above described General Service, Basic Services, and Special Services, are, except as may otherwise provided to be performed by FNI, described as follows: A. Design or construction phase services. B. Field layouts or the furnishing of construction line and grade surveys. C. Providing services to investigate existing conditions or facilities, or to make measured drawings thereof, or to verify the accuracy of drawings or other information furnished by Owner. D. Providing renderings, model, and mock-ups requested by the Owner. E. Making revisions to drawings, specifications or other documents when such revisions are 1) not consistent with approvals or instructions previously given by Owner or 2) due to other causes not solely within the control of FNI. F. Providing consultation concerning the replacement of any Work damaged by fire or other cause during the construction, and providing services as may be required in connection with the replacement of such Work. G. Investigations involving consideration of operation, maintenance and overhead expenses, and the preparation of rate schedules, earnings and expense statements, feasibility studies, appraisals, evaluations, assessment schedules, and material audits or inventories required for certification of force account construction performed by Owner. H. Preparing applications and supporting documents for government grants, loans, or planning advances and providing data for detailed applications. I. Providing shop, mill, field or laboratory inspection of materials and equipment. Observe factory tests of equipment at any site remote to the project or observing tests required as a result of equipment failing the initial test. J. Preparing Operation and Maintenance Manuals or conducting operator training. K. Preparing data and reports for assistance to Owner in preparation for hearings before regulatory agencies, courts, arbitration panels or any mediator, giving testimony, personally or by deposition, and preparations therefore before any regulatory agency, court, arbitration panel or mediator. L. Assisting Owner in preparing for, or appearing at litigation, mediation, arbitration, dispute review boards, or other legal and/or administrative proceedings in the defense or prosecution of claims disputes with Contractor(s). FNI Professional Agreement Page 16 of 21 CITY ENGINE M N Eel P. Q. R. S. T. U. V. W X. Y. Performing investigations, studies and analyses of substitutions of equipment and/or materials or deviations from the drawings and specifications. Assisting Owner in the defense or prosecution of litigation in connection with or in addition to those services contemplated by this AGREEMENT. Such services, if any, shall be furnished by FNI on a fee basis negotiated by the respective parties outside of and in addition to this AGREEMENT. This provision shall not apply to any expense related to a legal action to which FNI is a party. Providing environmental support services including the design and implementation of ecological baseline studies, environmental monitoring, impact assessment and analyses, permitting assistance (beyond the TPDES Amendment shown in Special Services), and other assistance required to address environmental issues. Performing investigations, studies, and analysis of work proposed by construction contractors to correct defective work. Design, contract modifications, studies or analysis required to comply with local, State, Federal or other regulatory agencies that become effective after the date of this agreement. Services required to resolve bid protests or to rebid the projects for any reason other than fault of any type or degree of FNI. Visits to the site in excess of the number of trips included in the General Services, Basic Services, or Special Services for periodic site visits, coordination meetings, or contract completion activities. Any service required as a result of default of the contractor(s) or the failure, for any reason, of the contractor(s) to complete work within the contract time. Providing services after the completion of the construction phase not specifically listed in Article I. Providing services made necessary because of unforeseen, concealed, or differing site conditions or due to the presence of hazardous substances in any form, except as noted in the scope of services. Providing value engineering studies or reviews of cost savings proposed by others. Pre -purchase or pre -selection or any alternate contract structure or number of contracts other than stipulated in Exhibit A — Basic Services. Provide any services after the satisfactory conclusion and completion of the General Services, Basic Services, and Special Services of the Project. Z. Provide follow-up professional services during Contractors warranty period. FNI Professional Agreement Page 17 of 21 CIT ENGINES EXHIBIT A, PART 3, RESPONSIBILITIES OF THE OWNER SOUTHEAST WATER RECLAMATION PLANT PLANT 2 DECOMMISSIONING AND CLOSURE RESPONSIBILITIES OF OWNER: Owner shall perform the following in a timely manner so as not to delay the services of FNI: A. Owner recognizes and expects that certain Change Orders, herein so called, may be required. Any responsibility of Engineer for the costs of Covered Changed Orders will be determined on the basis of applicable contractual obligations and professional liability standards. For purposes of this paragraph, the responsibility of Engineer for the costs of Change Orders will not include: • any costs that Owner would have incurred if the Change Order work had been included originally in the Contract Documents and its lack of inclusion was not due, in whole or in part, to any fault, error, or omission of Engineer related thereto, • Any costs that are due to unforeseen site conditions, or • Any costs that are due to changes made by the Owner. • Any costs that are incurred due to the negligence of the construction contractor Wherever used in this document, the term Engineer includes Engineer's officers, directors, partners, employees, agents, and Engineers Consultants. B. 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 contract authority to transmit instructions, receive information, interpret and define Owner's policies and decisions with respect to FNI's services for the Project. C. Provide all criteria and full information as to Owner's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; and furnish copies of all design and construction standards which Owner will require to be included in the drawings and specifications. FNI Professional Agreement Page 18 of 21 CITY' ENGINE* D. Assist FNI by placing at FNI's disposal all available information pertinent to the Project including previous reports and any other data relative to design or construction of the Project as provided in this AGREEMENT. E. Arrange for access to and make all provisions for FNI to enter upon public and private property as required for FNI to perform services under this AGREEMENT. F. Examine all studies, reports, sketches, drawings, specifications, proposals and other documents presented by FNI, 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 FNI. G. 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, except as otherwise the responsibility of FNI as provided in this AGREEEMENT. H. Attend the pre -bid conference, bid opening, preconstruction conference, construction progress and other job related meetings and substantial completion inspections and final payment inspections. Give prompt written notice to FNI whenever Owner observes or otherwise becomes aware of any development that affects the scope or timing of FNI's services. Furnish, or direct FNI to provide, Additional Services as stipulated in Exhibit "A," Part 2, if deemed necessary by Owner. K. Bear all costs incident to compliance with the requirements of this Exhibit "A", Part 3. L. Provide the following services, unless provided specifically otherwise in this Agreement: a. Pay all permits fees and mitigation cost. b. Provide advertisement for bids in local publications as required. FNI Professional Agreement Page 19 of 21 CITY ENGINES EXHIBIT B — BUDGET SOUTHEAST WATER RECLAMATION PLANT PLANT 2 DECOMMISSIONING AND CLOSURE CITY and ENGINEER have established a not -to -exceed budget of $286,592.00 to complete all services under this AGREEMENT. This amount will not be exceeded without a contract amendment. CITY will pay the ENGINEER hourly, for services identified in Exhibit A, based on ENGINEERS Fee Schedule presented as EXHIBIT C. Subconsultant services will be billed at cost to ENGINEER with a 10 percent handling fee. The Budget is presented for the services of ENGINEER under this AGREEMENT are provided in this Exhibit B. CITY and ENGINEER agree to allow redistribution of funds between Tasks as appropriate to allow flexibility in providing the needed services within the not -to -exceed budget. ENGINEER agrees to complete these services as delineated above. Should there be a Change in Scope of Work or Time of Performance, then this can result in an amendment to this contract which shall be negotiated at that time. The budget assumes that all work will be completed within 365 calendar days from the Notice to Proceed. FNI Professional Agreement Page 20 of 21 CITY ENGINE EXHIBIT C, HOURLY RATE SCHEDULE COMPENSATION SOUTHEAST WATER RECLAMATION PLANT - PLANT 2 DECOMMISSIONING AND CLOSURE Not to Exceed: Compensation to FNI for Basic Services in Attachment SC shall be computed on the basis of the Schedule of Charges, but shall not exceed Two Hundred Eighty -Six Thousand Five Hundred Ninety -Two Dollars ($286,592.00). If FNI sees the Scope of Services changing so that Additional Services are needed, including but not limited to those services described as Additional Services in Exhibit A, FNI will notify OWNER for OWNER's approval before proceeding. Additional Services shall be computed based on the Schedule of Charges. Schedule of Charges: Position Rate Position Rate PRINCIPAL 389 3D VISUALIZATION COORDINATOR 190 GROUP MANAGER 272 ENVIRONMENTAL SCIENTIST VII 243 ENGINEER VIII 295 ENVIRONMENTAL SCIENTIST VI 212 ENGINEERVII 289 ENVIRONMENTAL SCIENTIST 179 ENGINEER VI 251 ENVIRONMENTAL SCIENTIST IV 156 ENGINEER V 196 ENVIRONMENTAL SCIENTIST III 134 ENGINEER IV 179 ENVIRONMENTAL SCIENTIST II 94 ENGINEER III 159 ENVIRONMENTAL SCIENTIST 1 93 ENGINEER II 150 ARCHITECT VI 214 ENGINEER 1 124 ARCHITECT V 194 ELECTRICAL ENGINEER VI 238 ARCHITECT IV 156 ELECTRICAL ENGINEER V 192 ARCHITECT III 150 ELECTRICAL ENGINEER IV 158 ARCHITECT II 121 ELECTRICAL ENGINEER 111 145 ARCHITECT 1 104 ELECTRICAL ENGINEER 11 140 PLANNER VI 226 ELECTRICAL ENGINEER 1 133 PLANNER V 174 MECHANICAL ENGINEER VI 228 PLANNER IV 137 MECHANICAL ENGINEER V 202 PLANNER III 125 MECHANICAL ENGINEER IV 177 PLANNER I 103 MECHANICAL ENGINEER 111 156 HYDROLOGISTV 196 PROGRAM MANAGER II 233 HYDROLOGIST IV 154 CONSTRUCTION CONTRACTADMIN III (Manager) 195 HYDROLOGIST III 142 CONSTRUCTION CONTRACTADMIN III (Spec. Insp) 160 HYDROLOGIST 11 130 CONSTRUCTION CONTRACTADMIN III (CM) 145 SENIORGEOLOGIST 152 CONSTRUCTION CONTRACTADMIN III (RPR) 111 GEOTECHNICAL ENGINEER VI 251 CONSTRUCTION CONTRACTADMIN II ( RPR) 126 PUBLIC INVOLVEMENT COORDINATOR 143 CONSTRUCTION CONTRACTADMIN I (DCS II) 118 WEB SERVICES ADMINISTRATOR 167 CONSTRUCTION CONTRACTADMIN I (DCS) 106 WORD PROCESSING/SECRETARIAL 86 DOCUMENT CONTROL CLERK 110 OPERATIONS ANALYST 155 SR DESIGNER 197 CONTRACT ADMINISTRATOR 98 DESIGNER 11 168 INFORMATION SERVICES ADMINISTRATOR 85 DESIGNER 1 141 INFORMATION SERVICES CLERK III 67 CADD DESIGNER 168 INFORMATION SERVICES CLERK 11 63 TECHNICIAN IV 145 INFORMATION SERVICES CLERK 1 62 TECHNICIAN III 115 CO-OP 75 TECHNICIAN II 96 STORMWATER ENGINEER VI I 215 TECHNICIAN 74 STORMWATER ENGINEER VI 198 GIS COORDINATOR 148 STORMWATER ENGINEER V 175 GIS ANALYST IV 138 STORMWATER ENGINEER IV 150 GIS ANALYST 111 114 STORMWATER ENGINEER Ill 131 GIS ANALYST 11 97 STORMWATER ENGINEER II 113 GIS ANALYST 1 75 STORMWATER ENGINEER 1 106 Rates for In -House Services Technology Charge Bulk Printing and Reproduction $8.50 per hour Black and White $0.10 per copy Color $0.25 per copy Travel Plot - Bond $2.50 per plot Standard IRS Rates Plot- Color $5.75 per plot Plot - Other $5.00 per plot Binding $0.25 per binding OTHER DIRECT EXPENSES: Other direct expenses are reimbursed at actual cost limes a multiplier of 1.10. They include outside printing and reproduction expense, communication expense, travel, transportation and subsistence away from the FNI office and other miscellaneous expenses directly related to the work, including costs of laboratory analysis, test, and other work required to be done by independent persons other than staff members. For Resident Representative services performed by non-FNI employees and CAD services performed In-house by non-FNI employees where FNI provides workspace and equipment to perform such services, these services will be billed at cost times a multiplier of 2.0. This markup approximates the cost to FNI if an FNI employee was performing the same or similar services. LUB15 FNI Professional Agreement Page 21 of 21 CITY ENGINEER CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos. 1- 4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. CERTIFICATION OF FILING Certificate Number: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. 2016-83958 Freese and Nichols, Inc. Fort Worth, TX United States Date Filed: 07/13/2016 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Lubbock Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. SEWRP Plant 2 Southeast Water Reclamation Plant, Plant 2 Decommissioning and Closure Nature of interest 4 Name of Interested Party City, State, Country (place of business) (check applicable) Controlling Intermediary Hatley, Tricia Oklahoma City, OK United States X New, John San Antonio, TX United States X Payne, Jeff Dallas, TX United States X Milrany, Cindy Fort Worth, TX United States X Nichols, Mike Austin, TX United States X Coltharp, Brian Fort Worth, TX United States X Gooch, Tom Fort Worth, TX United States X Pence , Robert Fort Worth, TX United States X Herchert, Robert Fort Worth, TX United States X 5 Check only if there is NO Interested Party. ❑ 6 AFFIDAVIT I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct. KELLY JEM R * *HawyPubfa STATE OF TEXAS My Comm. Ew Jan. OIL 2019 signature of authorized age t f contracting business entity AFFIX NOTARY STAMP / SEAL ABOVE Sworn to and subscribed before me, by the said Susanne M. Johnson this the 13th day of July 20 16 to certify which, witness my hand and seal of office. Kelly Jean Shriver Notary Public Sign ture oVoffiter administering oath Printed name of officer administering oath Title of officer administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.1021 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1of1 Complete Nos. 1- 4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. CERTIFICATION OF FILING Certificate Number: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. 2016-83958 Freese and Nichols, Inc. Fort Worth, TX United States Date Filed: 07/13/2016 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Lubbock Date Acknowledged: 04/25/2017 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. SEWRP Plant 2 Southeast Water Reclamation Plant, Plant 2 Decommissioning and Closure 4 Nature of interest Name of Interested Party City, State, Country (place of business) (check applicable) Controlling Intermediary Hatley, Tricia Oklahoma City, OK United States X New, John San Antonio, TX United States X Payne, Jeff Dallas, TX United States X Milrany, Cindy Fort Worth, TX United States X Nichols, Mike Austin, TX United States X Coltharp, Brian Fort Worth, TX United States X Gooch, Tom Fort Worth, TX United States X Pence , Robert Fort Worth, TX United States X Herchert, Robert Fort Worth, TX United States X 5 Check only if there is NO Interested Party. ❑ 6 AFFIDAVIT I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct. Signature of authorized agent of contracting business entity AFFIX NOTARY STAMP / SEAL ABOVE Sworn to and subscribed before me, by the said this the day of 20 , to certify which, witness my hand and seal of office. Signature of officer administering oath Printed name of officer administering oath Title of officer administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.1021