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HomeMy WebLinkAboutResolution - 2795 - Agreement-Parkhill Smith & Cooper Inc- Sanitary Sewer System Improvements - 03/24/1988U JWF:js RESOLUTION Resolution #2795 March 24, 1988 Item 30 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock an Agreement with the professional engineering firm of Parkhill, Smith and Cooper, Inc. for their furnishing engineering services to the City of Lubbock for sani- tary sewer improvements to said City's sanitary sewer system, attached herewith, which shall be spread upon the minutes of the Council and as spread upon the minutes of this Council shall constitute and be a part of this Resolution as if fully copied herein in detail. Passed by the City Council this 24th day of March , 1988• Boyd, City SecretcYry APPROVED AS TO CONTENT: Watson, hief Water Utilities Engineer APPROVED AS TO FORM: r C. MCMINN, MAYOR ' / T 1. A G R E E M E N T CITY OF LUBBOCK, TEXAS AND PARKHILL, SMITH & COOPER, INC. FOR ENGINEERING SERVICES THIS IS AN AGREEMENT made and entered into by and between the CITY OF LUBBOCK, TEXAS, hereinafter called the "Owner," and PARKHILL, SMITH & COOPER, INC., Engineers -Architects -Planners, hereinafter called the "Engineer," of 4010 Avenue R, Lubbock, Texas, a corporation which is duly chartered under the laws of the State of Texas. RECITALS Owner intends to plan for improvements to the Owner's Southeast Wastewater Treatment Plant and to plan and prepare preliminary design for improvements to the existing land application facilities for final disposal of the treated effluent from the plant. Such improvements are hereinafter called the Project. CONTRACTUAL UNDERTAKINGS SECTION TITLE PAGE Section I Employment of Engineer I-1 Section II Character and Extent of Services II -1 Section III Authorization of Services III -1 Section IV Period of Service IV -1 Section V Owner's Responsibilities V-1 Section VI The Engineer's Basic Compensation VI -1 Section VII Special Assignments and Services Not Included in Basic Compensation VII -1 Section VIII Revision to Drawings and Specifications VIII -1 Section IX Ownership of Documents IX -1 Section X Termination X-1 Section XI Addresses of Notices and Communications XI -1 Section XII Section Captions XII -1 Section XIII Successors and Assignments XIII -1 Exhibit A Duties, Responsibilities and Limitation of the Authority of the Resident Project Representative A-1 SECTION I EMPLOYMENT OF ENGINEER The Owner agrees to employ the Engineer and the Engineer agrees to per- form professional engineering services in connection with the Project as stated in the Sections to follow, and for having rendered such services, the Owner agrees to pay to the Engineer compensation as stated in the Sections to follow. The professional engineering services shall include normal civil, structural, mechanical and electrical engineering services and normal archi- tectural services incidental thereto. The Engineer shall be responsible for the professional quality, technical accuracy and the coordination of all designs, drawings, specifications, reports and other services furnished by the Engineer under this agreement. Any reports, information, data or related material available to or pre- pared or assembled by the Engineer under this agreement shall not be made available to any individual, organization, corporation or governmental entity by the Engineer without consent in writing from the Owner. I - 1 J } s • 1 � SECTION II CHARACTER AND EXTENT OF SERVICES A. PRELIMINARY AND PRE -DESIGN REPORT PHASES Upon execution of this Agreement, authorization is hereby given to proceed with the Preliminary and Pre -Design Report Phases. The Engineer shall: (1) Attend preliminary conferences with the Owner and other interested parties regarding the Project. (2) Establish the scope, and advise the Owner, of any soil and foundation investigations or any special surveys or special testing which, in the opinion of the Engineer, may be required for the proper execution of the Preliminary and Pre -Design Report Phases; and arrange with the Owner for the conduct of such investigations and tests. (3) Perform preliminary engineering services in connection with Project in sufficient detail to indicate clearly the problems involved and the alternate solutions available to the Owner, to include preliminary layouts, sketches and cost estimates for the Project, and to set forth clearly the Engineer's recommendations. If called for by the scope of the assignment, prepare a preliminary engineering report. (4) Prepare the final Facility Plan section for submittal with the Owner's permit application to the Texas Water Commission and make such changes as are necessary to comply with the Texas Water Commission requirements for final approval of the Facilities Plan section of the permit. (5) When a written report is prepared, furnish the Owner ten (10) copies of the preliminary report, including preliminary layouts, sketches and cost estimates. i J• r • - .e The Preliminary Phase conducted under this Agreement shall include the following specific items: (1) Assist the Owner in preparation of data as required for an application for a new or amended Texas Water Commission Waste Discharge Permit; (2) Assist the Owner in preparation for any hearings or other proceedings in connection with obtaining a new or amended Texas Water Commission Waste Discharge Permit and to present testimony at any such hearings or proceedings; (3) Determine the amount of land required for disposal of treated effluent from the Owner's Southeast Wastewater Reclamation Plant in accordance with the regulations of the Texas Water Commission and any other applicable laws, regulations or permits; (4) Determine the required volume of storage for treated effluent and recommend location or locations for the storage facilities; (5) Develop a ten-year master plan for disposal of treated wastewater effluent by irrigation; (6) Review the design of treated wastewater effluent irri- gation system facilities as prepared by the Owner; (7) Coordinate the land to be used for irrigation with Reed & Associates. (8) Any other related items of work as directed verbally or in writing by the Owner. The Pre -Design Report Phase conducted under this Agreement shall include the following specific items: (1) Determine the flows and loadings to the Southeast Wastewater Reclamation Plant for a 20 -year design period; II - 2 J . • • (2) Analyze historical plant flow records and operating data; (3) Analyze the hydraulic and treating capacities of the various existing units; (4) Determine probable costs for construction of a faci- lity for treatment and discharge (in lieu of land application) of all or part of the Owner's Wastewater flow over a design period of twenty years. (5) Determine the condition of all mechanical and electri- cal equipment and recommend replacement or repair, as required; (6) Determine the structural adequacy of any units to be incorporated in plant modifications; (7) Recommend any changes in treatment processes and equipment which would provide more economical treat- ment cost compatible with the method or methods of final effluent disposal; (8) Prepare a preliminary sludge management plan including general alternatives and their probable costs; (9) Prepare an opinion of probable costs of all proposed plant modifications considering all alternatives and practical combinations of alternatives; (10) Prepare a written report setting forth the results of Items 1 through 9, above. The report shall recommend the alternative or combination of alternatives which will provide the most efficient and cost effective method of treatment and ultimate disposal of Owner's effluent; (11) Assist the Owner in preparation of any documents required for applying for financial assistance from the Texas Water Commission or the Texas Water Development Board; and II - 3 . j y e (12) Any other related items or in writing by the Owner. of work as directed verbally B. DESIGN PHASE - STORAGE RESERVOIRS AND IMPROVEMENTS TO OWNER'S LAND APPLICATION SYSTEM ONLY After written authorization to proceed with the Design Phase on the basis of accepted pre -design report documents, the Engineer shall: (1) Establish the scope and advise the Owner of any soil and foundation investigations or any special surveys or special testing which, in the opinion of the Engi- neer, may be required for the proper execution of the Project; and arrange with the Owner for the conduct of such investigations and tests. The performance of these investigations and tests is not a part of the Engineer's basic services, and compensation therefor is not included in the Basic Charge; it may be performed by the Engineer, by agreement with the Owner, in which case compensation shall be deter- mined by the applicable portions of Section VII. (2) Furnish to the Owner, where required by the cir- cumstances of the assignment and as requested by the Owner, the engineering data necessary for applica- tions for routine permits by local, State and Federal authorities, as distinguished from detailed applications and supporting documents for government grants-in-aid, or for planning advances or to meet the requirements of special programs of the Federal Government. (3) Arrange with the Owner for field surveys to collect information which, in the opinion of the Engineer and agreed to by the Owner, is required in the design of the Project. The performance of field II - 4 1 � l . j y e (12) Any other related items or in writing by the Owner. of work as directed verbally B. DESIGN PHASE - STORAGE RESERVOIRS AND IMPROVEMENTS TO OWNER'S LAND APPLICATION SYSTEM ONLY After written authorization to proceed with the Design Phase on the basis of accepted pre -design report documents, the Engineer shall: (1) Establish the scope and advise the Owner of any soil and foundation investigations or any special surveys or special testing which, in the opinion of the Engi- neer, may be required for the proper execution of the Project; and arrange with the Owner for the conduct of such investigations and tests. The performance of these investigations and tests is not a part of the Engineer's basic services, and compensation therefor is not included in the Basic Charge; it may be performed by the Engineer, by agreement with the Owner, in which case compensation shall be deter- mined by the applicable portions of Section VII. (2) Furnish to the Owner, where required by the cir- cumstances of the assignment and as requested by the Owner, the engineering data necessary for applica- tions for routine permits by local, State and Federal authorities, as distinguished from detailed applications and supporting documents for government grants-in-aid, or for planning advances or to meet the requirements of special programs of the Federal Government. (3) Arrange with the Owner for field surveys to collect information which, in the opinion of the Engineer and agreed to by the Owner, is required in the design of the Project. The performance of field II - 4 r � . '✓ s s surveys is not a part of the Engineer's basic ser- vices, and compensation therefor is not included in the Basic Charge; the surveys may be performed by the Engineer, by agreement with the Owner, in which case compensation shall be determined by applicable portions of Section VII. (4) Prepare detailed specifications and contract draw- ings for construction authorized by the Owner. These designs shall in all respects combine the application of sound engineering principles. (5) Prepare detailed cost estimates and proposals of authorized construction, which shall include sum- maries of bid items and quantities which will be based, wherever practical, on the unit price system of bidding. The Engineer shall not be required to guarantee the accuracy of these estimates. (6) Develop construction scheduling including recom- mended phasing of activities to be accomplished in series and coordination of various construction activities with continuous operation of the land application system and with other concurrent construction activities. (7) Furnish to the Owner all necessary copies of contract documents, including plans and specifica- tions required for review by Owner and regulatory agencies. All sets of plans and specifications in excess of five are to be paid for separately under Section VII (12). C. BIDDING PHASE After written authorization to proceed with the Bidding Phase, the Engineer shall: (1) Prepare a prospective bidder's list and furnish it to the Owner. II - 5 . 4 . R (2) Assist the Owner in the advertisement of the Project for competitive construction bids. (3) Attend a pre -bidding conference(s) if the scope and complexity of the Project requires. (4) Furnish the number of copies of the Plans and Specifications as required by prospective bidders and furnishers of material and equipment. All sets of plans and specifications, including postage, required for bidding purposes are to be paid for separately under Section VII(12). (5) Answer question of prospective bidders regarding the plans and specifications. (6) Prepare addenda to the bid documents as required for clarification or to make changes. (7) Assist the Owner in the opening and tabulation of bids for construction of the Project, and recommend to the Owner as to the proper action on all proposals received. (8) Assist in the preparation of formal Contract Documents. D. CONSTRUCTION PHASE During the Construction Phase, the Engineer shall: (1) Conduct a pre -construction conference if the scope and complexity of the Project requires. (2) Make periodic visits to the site (as distinguished from the continuous services of a Resident Project Representative described in Subparagraph 4 below) to observe the progress and quality of the executed work and to determine in general if the work is proceeding in accordance with the Contract Documents. In per- forming this service, the Engineer will not be II - 6 required to make exhaustive or continuous on-site inspections to check the quality or quantity of the work or material; he will not be responsible for the techniques and sequences of construction or the safety precautions incident thereto, and he will not be responsible or liable in any degree for the contrac- tors' failure to perform the construction work in accordance with the Contract Documents. During visits to the construction site, and on the basis of the Engineer's on-site observations as an experienced and qualified design professional, he will keep the Owner informed of the extent of the progress of the work, and advise the Owner of material and substantial defects and deficiencies in the work. (3) Consult and advise with the Owner; make recommen- dations to the Owner regarding materials and work- manship; and prepare and issue change orders with Owner's approval. Routine change orders, such as substitution of material or equipment and extension of time are considered a part of the Basic Service, therefore no extra charge will be made for these ser- vices. However, change orders requested by the Owner, or made necessary by changed site conditions, shall be considered special services and shall, be paid for as specified in Paragraph VII (21). (4) If specifically authorized by Owner in writing, fur- nish the services of Resident Project Representatives and other field personnel for continuous on -the -site observation of construction and for the performance of required construction layout surveys. Furnishing the services of a Resident Project Representative is not a part of the Engineer's basic services, and compen- II - 7 sation therefor is not included in the Basic Charge; if provided, compensation shall be determined under Section VII(2). The authority and duties of such Resident Project Representatives are limited to exam- ining the material furnished and observing the work done and to reporting their findings to the Engineer. The Engineer will use the usual degree of care and prudent judgment in the selection of competent Project Representatives, and the Engineer will use his best efforts to see that the Project Representatives are on the job to perform their required duties. It is agreed, however, that the Engineer does not underwrite, guarantee or insure the work done by the contractors. Failure by any Project Representative or other personnel engaged in on -the -site observation to discover defects or deficiencies in the work of the contractors shall not relieve the contractor for liability therefor or subject the Engineer to any liability for any such defect or deficiencies. (5) Review samples, catalog data, schedules, shop drawings, laboratory, shop and mill tests of material and equipment and other data which the contractor is required to submit for compliance with the information given by the Contract Documents; and assemble written guarantees which are required by the Contract Documents. (6) Based on his on-site observations as an experienced and qualified design professional and on his review of the Contractor's applications for payment and the accompanying data and schedules, determine the amounts owing to the Contractor and approve in writing payments to the Contractor in such amounts; such II - 8 approvals of payment will constitute a representation to Owner, based on such observations and review, that the work has progressed to the point indicated and that, to the best of his knowledge, information and belief, the quality of the work is in accordance with the Contract Documents (subject to an evaluation of the work as a functioning Project upon Substantial Completion, to the results of any subsequent tests called for in the Contract Documents and to any quali- fications stated in his approval). By approving an application for payment, Engineer will not be deemed to have represented that he has made any examination to determine how or for what purpose any Contractor has used the monies paid on account of the Contract Price or that title to any of the Contractor's work, materials or equipment has passed to Owner free and clear of any lien, claims, security interests or encumbrances. (7) Conduct, in company with the Owner, a final inspection of the Project for compliance with the Contract Documents and make recommendations to the Owner regarding completion of the Project. (8) Maintain a field set of up-to-date record drawings during construction and furnish one set of reprodu- cible Mylars to the Owner. Compensation for record drawings is not part of Basic Charge and shall be determined as described under Section VII. II - 9 SECTION III AUTHORIZATION.OF SERVICES The Engineer shall be authorized to proceed with Preliminary and Pre -Design Phase services for the Project upon execution of this Agreement. The Owner's written authorization shall be obtained prior to proceeding with each subsequent phase of services. SECTION IV PERIOD OF SERVICE The provisions of this Agreement and the various rates of compensation for Engineer's services provided for herein have been agreed to in anticipa- tion of the orderly and continuous progress of the Project through completion of the Construction Phase. The Engineer's obligation to render services hereunder will extend for a period which may reasonably be required for the preliminary and pre -design phases. Design, bidding, award of contracts and construction phases of the Project are not considered a part of this Agreement and will be negotiated at such time as the Owner desires the Engineer to pro- vide these services. If the Engineer's services for the preliminary and pre -design phases of the Project are delayed or suspended in whole or in part by Owner for more than three months for reasons beyond Engineer's control, Engineer shall on written request to Owner (but without termination of this Agreement) be paid for services performed to date as provided in Section X for the services delayed or suspended. If such delay or suspension extends for more than one year for reasons beyond Engineer's control, the various rates of compensation provided for elsewhere in this Agreement shall be subject to renegotiation. IV - 1 SECTION V OWNER'S RESPONSIBILITIES A. GENERAL The Engineer shall hold periodic conferences with the Owner, or his representatives, in order to obtain full benefit of the Owner's experience and knowledge of existing needs and facilities and be consistent with its current policies and construction standards. B. OWNER'S RESPONSIBILITIES The Owner shall: (1) Provide full information as to his requirements for the Project. (2) Assist Engineer by placing at his disposal all available reports and any other data relative to the Project. (3) Furnish to Engineer, as required by him for perfor- mance of his Basic Services, existing data prepared by or services of others, such as core borings, probings and subsurface explorations, hydrographic surveys, laboratory tests and inspections of samples, materials and equipment; appropriate professional interpreta- tions of all of the foregoing; property, boundary, easement, right-of-way, topographic and utility sur- veys and property descriptions; zoning and deed restrictions; and other special data or consultations not covered in Section VII; all of which Engineer may rely upon in performing his services. (4) Guarantee access to and make all provisions for accom- panying Engineer when entering upon public and private property under Owner's control as required for Engineer to perform his services. V - 1 (5) Examine all studies, reports, sketches, drawings, specifications, proposals and other documents pre- sented by Engineer, obtain advice of an attorney, insurance counselor and other consultants as he deems appropriate for such examination and render in writing decisions pertaining thereto within a reasonable time. (6) Pay all costs, including but not limited to, adver- tising, reproduction and blueprinting incident to obtaining bids or proposals from contractors. (7) Provide such legal, accounting, independent cost estimating and insurance counseling services as Owner may require to ascertain how or for what purpose any contractor has used the monies paid to him under the construction contract. (8) Designate in writing a person to act as Owner's representative with respect to the work to be per- formed under this Agreement. Such person shall have complete authority to transmit instructions, receive information, interpret and define Owner's policies and decisions with respect to materials, equipment, ele- ments and systems pertinent to Engineer's services. (9) Give prompt written notice to Engineer whenever Owner observes or otherwise becomes aware of any defect in the Project. (10) 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. (11) Furnish, or direct Engineer to provide, necessary Additional Services as stipulated in Section VII of this Agreement or other services as required. (12) Bear all costs incident to compliance with the requirements of this Section V. V - 2 SECTION VI THE ENGINEER'S BASIC COMPENSATION For and in consideration of the services to be rendered by the Engineer, the Owner shall pay, and the Engineer shall receive the compensation hereinafter set forth, for the Preliminary and Pre -Design Report, Design, Bidding and Construction Phases of the work. All remittances by Owner of such compensation shall either be mailed or delivered to Parkhill, Smith & Cooper, Inc., 4010 Avenue R, Lubbock, Texas 79412. Should Owner fail to make payment to the Engineer of the sum named in any partial or final statement when payment is past due for more than 30 days, then the Owner shall pay to the Engineer, in addition to the sum shown as due by such statement, interest thereon at the rate of 1.0 percent per month from the date due, as provided herein, until fully paid, which shall fully liquidate any injury to the Engineer arising from such delay in payment. The right is expressly reserved to the Engineer in event payments are not promptly made as provided herein at any time thereafter to treat the Agreement as ter- minated by the Owner and recover compensation as provided by Section X of this Agreement. A. PRELIMINARY AND PRE -DESIGN PHASES Payments to the Engineer for authorized services during the Preliminary and Pre -design Report Phases shall be made monthly, by the Owner, upon presen- tation of monthly statements by the Engineer for such services at the following rates of compensation: Hourly Rate Salary Schedule Firm Principals $80 Project Engineer 60 Design Engineer 45 Engineering -in -Training 40 Resident Project Representative 35 Drafter 30 Clerical 25 VI - 1 Reimbursable expenses are defined as actual expenses incurred directly in connection with the Project for: transportation and subsistence; long- distance telephone charges; reproduction; surveying; computer time; subsurface investigations; testing laboratory services; and services of subcontractors and outside consultants. These expenses will be billed at cost plus ten per- cent (10X). The Engineer shall give advance notification to the Owner of any pro- posed consultant agreement or subcontract or change to an existing sub- contract. The Engineer shall not place any subcontract or make any subcontract change without the prior written consent of the Owner. Expenses for subcontractors shall have Owner's prior approval. The cost of the work items listed in Paragraph A Section II for the Preliminary and Pre -Design Report Phases will not exceed an estimated amount of $70,000 unless otherwise authorized by the Owner. Should the scope of the project require :additional services by the Engineer, the Owner may increase the estimated amount for services in incre- mental amounts of $10,000. The Engineer will not proceed with services nor exceed the incremental increase in estimated fee amount unless authorized by the Owner. B. DESIGN, BIDDING AND CONSTRUCTION PHASES If the Owner desires to continue with services to the Engineer for the Design, Bidding and Construction phases of this project the compensation of the Engineer will be negotiated at the time the scope of services for each of these phases is established. VI -2 01211MY^1 •1TT SPECIAL ASSIGNMENTS AND SERVICES NOT INCLUDED IN BASIC COMPENSATION The reimbursement for all services provided by the Engineer during the Preliminary and Pre -Design Report Phases is to be as provided in paragraph A, Section VI. During the Design, Bidding and Construction Phases, the Engineer shall furnish or obtain from others additional services and special assignments of the following types which are not considered normal or customary Basic Services: (1) Field Surveys to collect information required for design including photogrammetry, and related office computations and drafting. (2) Services of a Resident Project Representative and other field personnel, as required, for on -the -site observation of construction and for construction layout surveys. (3) Land sureys, and establishment of boundaries and monuments, and related office computations and drafting. (4) Preparation of property or easement descriptions. (5) Preparation of any special reports required for marketing of bonds. (6) Small design assignments (estimated construction cost less than $100,000). (7) Assistance to the Owner as an expert witness in any litigation with third parties arising from the development or construction of the Project including preparation of engineering data and reports. (8) Special investigations involving detailed consideration of operation, maintenance and overhead expenses; preparation of rate schedules, earnings and expense statements; special feasibility studies; appraisals; valuations; and material audits or inventories required for certification of force account construction performed by the Owner. (9) Soil and foundation investigations, including field and laboratory tests, borings, related engineering analysis and recommendations. (10) Detailed mill, shop and/or laboratory inspection of materials or equipment. (11) Travel and subsistence required of the Engineer and authorized by the Owner to points other than Owner's office and project site. VII - 1 " . . (12) Additional copies of reports in excess of the number set forth in Section II; additional sets of contract documents over five copies required for Owner's review; all copies of plans and specifications required for bidding purposes; postage required for bidding. (13) Preparation of applications and supporting documents for government grants, planning advances or to meet the requirements of special programs of the Federal government. (14) Preparation of environmental statements and assistance to Owner in preparing for public hearings. (15) Plotting, computing, and filing plats of subdivisions; staking of lots; and related land planning and partitioning functions. (16) Revisions to contract drawings to provide record drawings of the completed contract. (17) Services to investigate existing conditions or facilities or to make measured drawings thereof, or to verify accuracy of drawings or other information furnished by Owner. (18) Preparation of operating instructions and manuals for facilities and training of personnel and assistance in operation of facilities. (19) Providing renderings or models for Owner's use. (20) Preparing documents for alternate bids requested by Owner for work which is not executed or documents for out -of -sequence work. (21) Services in connection with change orders to reflect changes requested by the Owner, and services resulting from significant delays, changes or price increases occurring as a direct or indirect result of material, equipment or energy shortage. (22) Any other special or miscellaneous assignment specifically authorized by Owner. The duties and responsibilities and the limitations on the authority of the Resident Project Representative and assistants will be set forth in Exhibit A which is to be identified, attached to and made a part of this Agreement before such services begin. Payments to the Engineer for authorized services not included in Basic Charges will be made monthly, by the Owner, upon presentation of monthly statements by the Engineer for such services at the rates of compensation set forth in Paragraph A, Section VI. VII -2 f SECTION VIII REVISIONS TO DRAWINGS AND SPECIFICATIONS During the Design Phase the Engineer will make, without expense to the Owner, such revisions of the preliminary drawings as may be required !to meet the needs of the Owner, but after a definite plan has been approved by the Owner, if a decision is subsequently made by the Owner which, for its, proper execution, involves extra services and expenses for changes in,. or addition to the drawings, specifications or other documents, or if the Engineer is put to labor or expense by delays imposed on him from causes not within his Control, such as by (but not limited to) the readvertisement of bids or 'by the delinquency or insolvency of contractors, the Engineer shall be compensated for such extra services and expense, which services and expense shall, not be considered as covered by the Basic Charges stipulated in this Agreement. Compensation for such extra services shall be as provided in Section VII for special assignments and services. VIII — 1 SECTION IX OWNERSHIP OF DOCUMENTS All maps, data, reports, graphic presentation materials, and related documents developed by the Engineer under this Agreement shall become the pro- perty of the Owner upon completion of the services provided under this Agreement or, in the event of termination or cancellation of this Agreement, at the time of payment for work performed. All such material shall be fur- nished to the Owner upon request. Reuse of materials developed or prepared by the Engineer under this Agreement shall be the sole responsiblity of the Owner. The Owner agrees to indemnify and hold harmless the Engineer for any loss, damage, claim or liability arising out of or related to such reuse. . . A SECTION X Either party to this Agreement may terminate the Agreement by giving to the other seven days notice in writing. Upon delivery of such notice by the Owner to the Engineer, and upon expiration- of the seven-day period, the Engineer shall discontinue all services in connection with the performance of this Agreement and shall proceed to cancel promptly all existing orders and contracts insofar as such orders or contracts are chargeable to this Agreement. As soon as practicable after receipt of notice of termination, the Engineer shall submit a statement, showing in detail the services performed under this Agreement to the date of termination. The Owner shall then pay the Engineer promptly that proportion of the prescribed charges which the services actually performed under this Agreement bear to the total services called for under this Agreement, less such payments on account of the charges as have been previously made. Copies of all completed or partially completed designs, plans and specifications prepared under this Agreement shall be delivered to the Owner when and if this Agreement is terminated as set forth in Section IX. X - 1 . 1 ) . .1 L 0 SECTION XI ADDRESS OF NOTICES AND COMMUNICATIONS All notices and communications under this Agreement to be mailed or delivered to Engineer shall be to the following address: PARKHILL, SMITH & COOPER, INC. 4010 Avenue R Lubbock, Texas 79412 All notices and communications under this Agreement to be mailed or delivered to the Owner shall be to the following address: CITY OF LUBBOCK, TEXAS Mr. Larry Cunningham, City Manager P.O. Box 2000 Lubbock, Texas 79457 XI -1 SECTION XII SECTION CAPTIONS Each Section under the contractual undertakings has been supplied with a caption to serve only as a guide to the contents. The caption does not control the meaning of any Section or in any way determine its interpretation or application. XII — 1 0 SECTION XIII SUCCESSORS AND ASSIGNMENTS The Owner and the Engineer each binds himself and his successors, executors, administrators and assigns to the other party of this Agreement and to the successors, executors, administrators and assigns of such other party, in respect to all covenants of this Agreement. Except as above, neither the Owner nor the Engineer shall assign, sublet or transfer his interest in this Agreement without the written consent of the other. Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of any public body which may be a party thereto. EXECUTED in counterparts (each of which is an original) on behalf of Engineer by its President shown below, and on behalf of Owner by its NO- U Or (thereunto duly authorized) this o� day of (nCl Y�%L , l � . OWNER: Mayor ATTEST: _f City- Secretary APPROVED AS TO FORM: i PROVED AS TO CONTEt : XIII — 1 ENGINEER: PARKHILL, SMITH & COOPER, INC. By, President EXHIBIT A TO AGREEMENT BETWEEN CITY OF LUBBOCK, TEXAS AND PARKHILL, SMITH & COOPER, INC. DUTIES, RESPONSIBILITIES AND LIMITATIONS OF THE AUTHORITY OF THE RESIDENT PROJECT REPRESENTATIVE A. GENERAL The Resident Project Representative is the Engineer's Agent and shall act under the supervision and direction of the Engineer. He shall confer with the Engineer regarding his actions, and shall generally communicate with the Owner only through the Engineer. B. DUTIES AND RESPONSIBILITIES The Resident Project Representative shall: 1. Schedule - Review the construction schedule prepared by the Contractor for compliance with the contract and give written advice to the Engineer concerning its acceptability. 2. Conferences - Attend pre -construction conferences. Arrange a schedule of progress meetings and other job conferences as required in con- sultation with the Engineer and notify those expected to attend in advance. Maintain and circulate copies of records of the meetings. 3. Liaison - a. Serve as the Engineer's liaison with the Contractor working principally through the Contractor's field superintendent. Alert the Contractor through his field superintendent, to the hazards involved in accepting and acting upon instructions from the Owner or others, except such instructions transmitted through the Engineer. b. Cooperate with the Contractor in his dealings with the EXHIBIT A Page 1 of 5 various local agencies having jurisdiction over the Project in order to complete service connections to public utilities and facilities. C. Assist the Engineer in obtaining from the Owner addi- tional details or information, when required at the job site for proper execution of the work. 4. Approvals - When required, assist the Engineer in obtaining from the Contractor a list of his proposed suppliers and subcontractors. 5. Samples - Assist the Engineer in obtaining field samples of materials delivered to the site which are required to be furnished, and keep record of actions taken by the Engineer. 6. Shop Drawings - a. Receive approved shop drawings and other submissions from the Engineer; record data received, maintain a file of the drawings and submissions, and check construction for compliance with them. b. Alert the Contractor's field superintendent when he observes materials or equipment being installed before approval of shop drawings or samples, where such are required, and advise the Engineer when he believes it is necessary to disapprove work as failing to conform to the Contract Documents. 7. Review of Work, Inspections and Tests - a. Conduct on-site observations of the work in progress for the Engineer as a basis for determining that the Project is proceeding in accordance with the Contract Documents. b. Verify that tests, including equipment and systems start up, which are required by the Contract Documents are con- ducted and that the Contractor maintains adequate records thereof; observe, record and report to the Engineer appropriate details relative to the test procedures and start ups. EXHIBIT A Page 2 of 5 r.a c. Accompanying visiting inspectors representing public or other agencies having jurisdiction over the Project, record the outcome of these inspections and report to the Engineer. 8. Interpretation of Contract Documents - Transmit to the Contractor the Engineer's interpretations:of the Contract Documents. 9. Modifications - Consider and evaluate Contractor's suggestions for modifications in drawings or specifications and report them with recommen- dations to the Engineer. 10. Records - a. Maintain at the job site orderly files for correspondence, reports of job conferences, shop drawings and other submissions, reproductions of original contract documents including all addenda, change orders and addi- tional drawings issued subsequent to the award of the contract, the Engineer's interpretations of the Contract Documents, progress reports, and other Project related documents. b. Keep a diary or log book, recording hours on the job site, weather conditions, list of visiting officials, daily activities, decisions, observations in general, and specific observations in more detail as in the case of observing test procedures. C. Record names,• addresses and telephone numbers of all Contractors, subcontractors and major material suppliers. d. Maintain a set of drawings on which authorized changes are noted, and deliver to the Engineer at the completion of the Project. 11. Reports - a. Furnish the Engineer periodic reports as required of progress of the Project and the Contractor's compliance with the approved construction schedule. EXHIBIT',A Page 3 of 5 b. Consult with the Engineer in advance of scheduled major tests or start of important phases of the Project. 12. Payment Requisitions - Review applications for payment with the Contractor for compliance with the established procedure for their sub- mission and forward them with recommendations to the Engineer, noting par- ticularly their relation to the work completed and materials and equipment delivered at the site. 13. Guarantees, Certificates, Maintenance and Operation Manuals - During the course of the work, assemble Guarantees, Certificates, Maintenance Operation Manuals and other required data to be furnished by the Contractor and upon acceptance of the Project, deliver this material to the Engineer for his approval and forwarding to the Owner. 14. Completion - a. Prior to final inspection, submit to the Contractor a list of observed items requiring correction and verify that each correction has been made. b. Conduct final inspection in the company of the Engineer and the Owner and prepare a final list of items to be corrected. C. Verify that all items on final list have been corrected and make recommendations to the Engineer concerning acceptance. C. LIMITATIONS OF AUTHORITY Except upon written instructions of the Engineer the Resident Project Representative: 1. Shall not authorize any deviation from the Contract Documents. 2. Shall not undertake any of the responsibilities of the Contractor, the sub -contractors or the Contractor's field superintendent. 3. Shall not expedite the work of the Contractor. 4. Shall not advise on or issue directions relative to any aspect of the construction technique or sequence unless a specific technique EXHIBIT A Page 4 of 5 11 of • 4 0 1 or sequence is called for in the Contract Documents. 5. Shall not authorize the Owner to occupy the Project in whole or in part prior to final acceptance of the work. 6. Shall not participate in specialized field or laboratory tests. EXHIBIT A Page 5 of 5