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R2000-026 02-28-00RESOLUTION NO. R2000-26 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS, AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO ENTER INTO A CONTRACT WITH FERRO SAYLORS, INC. FOR ENGINEERING SERVICES ASSOCIATED WITH THE CULLEN WATER AND SEWER PROJECT. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That certain contract by and between the City of Pearland and Ferro Saylors, Inc., a copy of which is attached hereto as Exhibit "A" and made a part hereof for all purposes, is hereby authorized and approved. Section 2. That the City Manager or his designee is hereby authorized to execute and the City Secretary to attest a contract with Ferro Saylors, Inc. for engineering services associated with the Cullen water and sewer project. PASSED, APPROVED and ADOPTED this the 28th day of February , A.D., 2000. TOM REID MAYOR ATTEST: i UNG L� �e j TY SE �r' TARY APPROVED AS TO FORM: DARRIN M COKER CITY ATTORNEY STANDARD FORM OF AGREEMENT BETWEEN OWNER AND ARCHITECT -ENGINEER (A-E) STATE OF TEXAS COUNTY OF BRAZORIA THIS AGREEMENT, made the 18th day of February , 2000, by and between CITY OF PEARLAND hereinafter called the "Owner," and Ferro-Saylors, Inc., a corporation existing under the laws of the State of Texas, hereinafter called the "A-E". WITNESSETH, that whereas the Owner intends to obtain Consulting engineering services for Improvements of Sanitary Sewer, Water and Lift Station along Cullen Boulevard and Broadway (FM 518), Project No. B98-12 such improvements being hereinafter called the "Project". NOW, THEREFORE, the Owner and the A-E agrees to employ the A-E, in consideration of the mutual covenants and agreements herein contained, do agree as follows: 1. EMPLOYMENT OF A-E: The Owner agrees to employ the A-E and the A E agrees to perform the professional services in connection with the Project in the City of Pearland, Texas, and for having rendered such services, the Owner agrees to pay to the A-E compensation as stated in the sections to follow: 2. CHARACTER AND EXTENT OF SERVICES: The character and extent of services to be provided by the A-E shall be as defined in Attachment A to this Agreement. 3. GENERAL CONDITIONS OF AGREEMENT: The parties to this Agreement shall be subject to the General Conditions of Agreement, attached hereto and referred to as Attachment B. In the event of any differences between the terms of this Agreement and the General Conditions, the provisions of this Agreement shall control. The A-E's obligations under this Agreement run to and are for the benefit of only the Owner. This Agreement, with Attachments, represents the entire and integrated agreement between the Owner and the A-E and supersedes all prior negotiations, terms and conditions on Purchase Order, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and A-E. 4. FEES: For, and in consideration of, the services to be rendered by the A-E, the Owner shall pay and the A-E shall receive in Houston, Texas the fees set forth in the "Schedule of Fees," Attachment C to this Agreement. 5. ADDRESS OF NOTICES AND COMMUNICATIONS: All notices and communications under this Agreement to be mailed or delivered to the A-E shall be sent to the following address: Ferro-Saylors, Inc. 1500 Dairy Ashford Suite 200 Houston, Texas 77077 Attn: Gregory R. Wine, P.E. Vice President All notices and communications under this Agreement to be mailed or delivered to the Owner shall be sent to the following address: City of Pearland 3519 Liberty Drive Pearland, Texas 77581 • Attn: Mr. John Hargrove, P.E. City Engineer 6. SPECIAL PROVISIONS: None THIS AGREEMENT entered into as of the day and year first written above. Owner City of Pearland Sign By Glen Erwin Title City Manager Ferro-Saylors, Inc. Signature By Gregory R. Wine, P.E. Title Vice President Attest S ATTACHMENT A SCOPE OF SERVICES 1.0 BASIC SERVICES The A-E's Basic Services shall include the following: 1.1 FINAL DESIGN PHASE 1.1.1 Based upon information provided by Owner, the A-E shall revise and prepare final construction documents consisting of drawings and specifications to show the character and the extent of the Project. 1.1.2 Coordination of plans and specifications with the requirements of Texas Water Development Board, Texas Department of Transportation, and Texas Natural Resource Conservation Commission. Submit plans to these agencies for review and approval. Any fees charged by these agencies are not included in this scope. 1.1.3 Furnish to the Owner all necessary copies of approved plans, specifications, notice to bidders, and proposals. (All sets of plans and documents in excess of one are to be paid for separately, unless otherwise agreed.) 1.2 CONSTRUCTION PHASE 1.2.1 Distribute bid documents. 1.2.2 Assist the Owner in securing bids. 1.2.3 Assist the Owner in the opening and tabulation of bids for construction on the Project, and recommend to the Owner as to the proper action for award of construction contract. 1.2.4 Review shop drawings, catalog data, laboratory, shop and mill test reports of materials and equipment for general conformance with design concepts. 1.2.5 Make periodic observations of the work in progress (as distinguished from providing a full-time Project Representative) and provide appropriate reports to the Owner. In such inspections and observations, the A-E will endeavor to protect the Owner against defects and deficiencies in the work of contractors, but he does not guarantee the performance of their contracts nor assume responsibility for construction means, methods, techniques, sequences procedures, or for safety precautions or programs in connection with the construction work. The A-E shall not be responsible for the acts or omissions of the Contractor, or any subcontractor's agents or employees, or any other persons performing any of the work. 1.2.6 Provide consultation and advice to the Owner during construction. The A-E shall be, in the first instance, the interpreter of the requirements of the Contract Documents and the impartial judge of the performance thereunder by both the Owner and Contractor. The A-E shall make decisions on all claims of the Owner or Contractor relating to the execution and progress of the work The A-E s decisions in matters relating to artistic effect shall be final if consistent with the intent of the Contract Documents. Interpretations and decisions of the A-E shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in written or graphic form. In the capacity of interpreter and judge, the A-E shall endeavor to secure faithful performance by both Owner and Contractor, shall not show partiality to either, and shall not be liable for the result of any interpretation or decision rendered in good faith in such capacity. 1.2.7 Based on observations of construction progress at the site and on a review of the Contractor's Payment Request, the A-E shall make recommendations to the Owner relative to progress payments The A-E shall not be deemed to represent that he has made any examination to ascertain how and for what purpose the Contractor has used the moneys paid on account of the contract sum. 1.2.8 Make a final inspection and report of the completed Project with the Owner or his representative. 2.0 ADDITIONAL SERVICES Because the effort required for some items of work varies considerably from project to project, and because some items of work are sometimes provided separately by the Owner, these items of work are not included in the basic percentage fees and are charged separately, as noted in Attachment C, Schedule of Fees. Such additional services are (1) Topographic surveys; (2) Boundary surveys; (3) Providing a full-time Project Representative during construction to provide further consultation and advice to the Owner, but still subject to the provisions of Section 1.3 above; (4) Additional copies of reports, drawings and specifications over five, unless otherwise agreed; (5) Extra travel required of the A-E and authorized by the Owner, to points other than the A-E's office and Project location; (6) Assistance to the Owner as expert witness in any litigation, and special technical assistance to prepare for litigation; (7) Special economic and feasibility studies; detailed considerations of operation, maintenance and overhead expenses; regional or area studies to establish basic data to justify or scope the Project; special environmental assessments, and preparation of equipment O&M manuals; submissions required for approval of governmental authorities; (8) Making revisions in drawings, specifications or other documents when such revisions are inconsistent with written approvals on instructions previously given, are required by enactment or revision of codes, laws or regulations subsequent to the preparation of such documents or are due to other causes not solely within the control of the A-E• (9) Providing services made necessary by the default of the Contractor, or by major defects of deficiencies in the Work of the Contractor or by failure of performance of either Owner or Contractor under the Contract for Construction; (10) Provide a set of reproducible record prints of drawings to reflect significant changes in the Project made during construction, based on marked -up prints and data furnished by the Construction Contractor, and such effort is not to include redrawing of sheets, drawing of new sheets, or field surveys or measurements; (11) Measured drawings of existing conditions; (12) Preparation of a Storm Water Pollution Prevention Plan (PPP) and/or a Traffic Control Plan. 3.0 EXCLUDED SERVICES The A-E shall not be required to furnish any legal or accounting advice or service, nor is the training of operating personnel included in this Agreement. Soil borings, tests and analysis of soil samples, test pits, material and equipment operating tests and other special consulting services including, but not limited to, asbestos, hazardous and toxic materials management are not included within this Agreement. A commercial testing laboratory will be engaged by the Owner and will invoice the Owner for its services. ATTACHMENT B GENERAL CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT -ENGINEER (A-E) 1 STANDARD TERMS FOR ARCHITECTURAL, ENGINEERING, PLANNING AND TECHNICAL SERVICES' A. "Salary Cost' is defined as the cost of actual salaries of architects engineers, planners, draftsmen, clerks, stenographers, etc., for time directly chargeable to the Project, plus 1.36 percent for social security contributions, unemployment, excise and payroll taxes employment compensation insurance, retirement benefits, medical and insurance benefits, sick leave, vacation and holiday pay. B. "Subcontract Expense" is that incurred by the A-E in employment of outside firms for services (if not obtained directly by Owner), such as soil borings and tests, surveying aerial photography, construction of physical models and similar services. "Direct Non -Labor Expense" is that incurred by the A-E for supplies, transportation, tolls, equipment, travel, communications, xerox copies, faxes, printing of drawings and specifications, postage subsistence and lodging away from home, and similar incidentals in connection with the Project. Those subcontract expenses and direct non -labor expenses authorized by the Owner and defined as 'Additional Services," shall be reimbursed to the A-E as specified in Attachment C, Schedule of Fees. C. "Construction Cost" (applied where fees for basic services are expressed as a percentage of "Construction Costs") is the total cost of Project facilities authorized and handled in each separate phase of basic services; excluding costs for A-E services, legal services, the costs of lands and rights -of -way; but including the total cost for completed construction (including modifications, and/or additions). The construction cost amount may vary from one phase to the next, depending upon work authorized by the Owner. Construction cost definition also includes cost of work authorized for design but not constructed. For work not constructed, such as suspended work or alternates not elected, the lowest bona fide bid received from a qualified bidder will be the construction cost or if no bids have been received, then the A-E's estimate shall be used as a measure of construction cost. Labor furnished by the Owner for the project shall be included in the construction cost at current market prices Materials and equipment furnished by the Owner shall be included at current market prices except that used materials and equipment shall be included as if purchased new for the Project. Where percentage fees are obtained from a table or graph, a separate percentage fee shall be determined and used for each separate construction contract for which separate designs and construction documents are prepared. 2. COORDINATION WITH THE OWNER' The A-E shall hold periodic conferences with the Owner, or his representatives, to the end that the Project, as it progresses, shall have benefit of the Owner's experience and knowledge of existing needs and facilities, and be consistent with his current policies and construction standards. To implement this coordination, the Owner shall make available to the A-E, for use in planning the Project, all existing plans, maps, field notes, statistics, computations and other data in his possession relative to existing facilities and to the Project. The Owner shall furnish all legal, accounting and insurance counseling services, land survey information, soils and laboratory testing and other special consultants including, but not limited to, asbestos hazardous and toxic materials management as required The A-E shall be entitled to rely on the completeness and accuracy thereof. If the Owner observes, or otherwise becomes aware of any fault or defect in the Project, prompt written notice thereof shall be given by the Owner to the A-E 3. FEES' For, and in consideration of, the services to be rendered by the A-E, the Owner shall pay, and the A-E shall receive the fees set forth, for the indicated phases of the work. Basis of compensation may be lump sum, percentage of construction cost, cost-plus, multiplier of salary costs, or other basis. (See Schedule of Fees.) Where the fee is based on percentage of construction cost, the fee for each separate phase shall be based on the construction cost of all work authorized by the Owner to be designed or handled by the A-E in each Phase, in accordance with this Agreement, with construction cost being based on the lowest acceptable proposal or lowest bona fide bid if no award is made. Where no proposals or bona fide bids are received the A-E s estimates shall be the basis for final payment for the Design Phases. Unless otherwise specified, fees shall be paid to the A-E in Houston, Texas, in accordance with monthly billings based upon the estimates of work performed and expenses incurred during that month. Any payments not made within thirty (30) days on statements rendered shall be subject to a charge for interest at the maximum legal rate, beginning 30 days after the date of the statement. Failure to make payments when due shall entitle A-E to suspend services. The A-E's final payment is due and payable upon issuance of Certificate of Completion or upon substantial completion of the construction, and after the A-E has performed final inspection and provided the Owner and Contractor a final checklist of minor items to be completed. No deductions shall be made from the A-E's compensation on account of penalty liquidated damages, or other sums withheld from payments to contractors, or on account of damages or cost of changes in the Work other than those for which the A-E is adjudicated legally liable. 4. REVISION TO DRAWINGS AND SPECIFICATIONS: Where lump sum or percentage fees are paid for defined basic services, the A-E 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 which for its proper execution, involves added services and expenses for changes in or additions to, the drawings, specifications or other documents, or if the A-E is put to labor or expense by delays imposed on him from causes not within his control, such as the readvertisement of bids or by the delinquency or insolvency of contractors the A-E shall be compensated for such added services and expense, which services and expense shall not be considered as covered by the basic fees stipulated in the Agreement. Compensation for such added services and expense shall be made in accordance with the terms for 'Additional Services" It is anticipated that inspection services, if provided, will be performed over a period not exceeding the construction time included in the specifications or bid forms, plus 30 days. 5. OWNERSHIP OF DOCUMENTS: It is understood that the A-E is preparing documents for a specific installation, rather than standard documents for repetitive multiple use. Therefore, all documents, including original drawings, estimates, specifications, field notes and data are and remain the property of the A-E as instruments of service. The Owner may obtain, upon payment of fees due the A-E, reproducible copies of drawings, and copies of other documents, in consideration of which it is mutually agreed that the Owner will use them solely in connection with the Project, and shall not authorize their use on other projects, except by written agreement with the A-E 6. TERMINATION; SUSPENSION OF WORK The Owner may, at its discretion, terminate the work or indefinitely suspend the work under this Agreement, by giving a seven-day wntten notice. In such event, the Owner shall assume all obligations, commitments and claims that the A-E may have theretofore in good faith undertaken or incurred in connection with the Project. If the Project is terminated, abandoned or suspended upon completion of any phase of the A-E services, payment will be made as outlined in the Schedule of Fees, for each phase. If the Project is terminated or abandoned or is suspended for more than three months during any phase of the work, the A-E shall be paid for services rendered during such phase on the basis of his reasonable estimate of the portion of such phase completed prior to suspension of the Project. The A-E shall be equitably paid for services rendered prior to effective termination notice date and for reasonable termination expenses. 7. PROFESSIONAL RESPONSIBILITIES• Services will be performed in accordance with sound and generally accepted principles as expeditiously as is consistent with professional skill and care and the orderly progress of the work. The A-E shall not be liable for any indirect or consequential loss or damage arising out of the performance of services hereunder, including, but not limited to, Toss of profit, or business interruption, whether caused by negligence of the A-E or otherwise. The A-E shall use reasonable and acceptable methods in preparing designs and cost estimates and in providing Construction Phase Services (where required) but does not serve as guarantor and shall not be responsible for bids varying above or below estimates, or for the Construction Contractor's failure to perform the work in accordance with the Construction Documents Revisions to Contract Documents during the Construction Phase resulting in added construction work are not usual. Therefore reasonable Construction Phase contingency reserve funds should be established by the Owner. On fast -track projects with multiple construction packages and accelerated schedules, reduced escalation accrues as a benefit to the Owner and the Owner should anticipate increased changes during construction to effect interface between bid packages and to resolve design ambiguities and conflicts • The A-E shall be included as additional insured, where construction is involved, on the Builder's Risk policy (on All -Risk Basis) and on Owner's Protective Liability Policy. The A-E shall not have control of or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or safety precautions and programs in connection with the activities of the Construction Contractor. As to warranty of, or patent indemnity on, items of machinery, equipment, or other products manufactured by others, or work of construction contractors, subcontractors, or manufacturers, the A-E's responsibility with respect thereto is limited to the assignment by the A-E to the Owner of the Construction Contractor's (or manufacturer's) warranty, guaranty, or patent indemnity, and the A-E agrees to cooperate with the Owner in the enforcement thereof. 8. FORCE MAJEURE: The A-E shall not be responsible or liable for any loss, damage, or delay caused by force majeure, which shall include riot, insurrection, embargo, fire or explosion, the elements, act of God, epidemic, war, vandalism or sabotage, earthquake, flood, strike, boycott picketing, act of any government official or agency - civil or military, unavoidable accident, unlawful act of third parties, or any cause, whether or not similar to the foregoing, which is beyond the A-E's reasonable control. 9. MISCELLANEOUS PROVISIONS: A. Unless otherwise specified, this Agreement shall be governed by the law of the principal place of business of the A-E B. As between the parties to this Agreement; as to all acts or failures to act by either party to this Agreement, any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events not later than the relevant Date of Substantial Completion of the Work (as defined in the Construction Specifications). C. The Owner and the A-E waive all rights against each other and against the employees of the other for damages covered by any property insurance under. the Project Construction Specifications. 10. SUCCESSORS AND ASSIGNMENTS: The Owner and the A-E each binds himself and his partners, successors, executors, administrators and assigns to the other party of the Agreement and to the partners, successors, executors, administrators and assigns of such other party, in respect to all covenants of the Agreement. Except as above, neither the Owner nor the A-E shall assign, sublet, or transfer his interest in the Agreement without the written consent of the other, and they further agree that the Agreement represents the entire understanding of the Owner and A-E and cannot be changed, added to or modified in any way except by an instrument in writing signed by the Owner and by the A-E The Owner and A-E agree to the full performance of the covenants contained herein. ATTACHMENT C SCHEDULE OF FEES 1.0 COMPENSATION FOR BASIC SERVICES 1.1 A-E's Compensation, for the Basic Services, shall be as follows: Design Phase Construction Phase Total $ 17,000.00 (Lump Sum) $ 9,000.00 (Lump Sum) $ 26,000.00 1.2. Invoices will be submitted monthly based upon percentage of work completed by phase. 2.0 COMPENSATION FOR ADDITIONAL SERVICES 2.1. Because the effort required for some items of work varies considerably from project to project and because some items of, work are sometimes provided separately by the Owner, these services are not included as part of Basic Services and are compensated for as Additional Services. Additional Services are defined in Attachment A. 2.2 Additional Services, if authorized by the Owner, shall be paid for monthly, on the following basis: Classification Principal P roject Manager P roject Engineer/Architect (Licensed) Engineer/Architect Construction Inspector CADD Designer Administrative Assistance S ubcontract, Non -Labor or Material Expense Reimbursable Travel in A-E's Vehicles Standard Hourly Billing Rate $150.00 $130.00 $105.00 $ 87.00 $ 68.00 $ 65.00 $ 52.00 Invoice Cost Plus 10% Handling Charge $0.33 per mile The construction cost of the water line extension is estimated to be $163,000 and will be funded by impact fees (this project is eligible foi impact fees because this 16-inch line will tie into the proposed water plant at the service center site). The construction cost of the sewer extension is estimated to be $428,000 (including a lift station on FM 518) funded by the SRF loan. RECOMMENDED ACTION Staff recommends that Council approve the ratification of $83,149.94 for the preceding engineering services with Ferro Saylois, Incoiporated (FSI). Staff also recommends that Council approve the attached contract, and subsequent expenditure of $26,000 to FSI for the remaining engineering services associated with the project.