R2000-097 08-28-00RESOLUTION NO. R2000-97
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 WALSH/FREESE & NICHOLS,
INC. FOR ENGINEERING SERVICES ASSOCIATED WITH THE
CULLEN WATER PLANT.
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
Walsh/Freese & Nichols, 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 Walsh/Freese & Nichols, Inc. for
engineering services associated with the Cullen Water Plant.
PASSED, APPROVED and ADOPTED this the 28 day of August
A.D., 2000.
TOM REID
MAYOR
ATTEST:
APPROVED AS TO FORM:
DARRIN M COKER
CITY ATTORNEY
1
c4en 2g-t-op
R2000-97
CITY OF PEARLAND
STANDARD AGREEMENT
FOR ENGINEERING SERVICES
This Contract (Contract) is made between the City of Pearland, Texas
(hereinafter "City"), and Walsh/Freese & Nichols, Inc.(hereinafter "Engineer" or WFN) as
follows:
1. Summary of Contract Terms. The following information and referenced documents
shall be a part of this Contract:
Engineer:
Description of Project:
Contract Amount:
Contract Begins:
Contract Ends•
Attached Contract Document:
2 Services and Payment.
Walsh/Freese & Nichols, Inc.
Cullen Water Supply Plant
$176,950
Upon execution
Upon completion
Attachment SC (Scope of Services and
Responsibilities of Owner)
Attachment CO (Percent of Construction)
Exhibit A (Curve for Engineering Compensation)
Tolunay-Wong Engineers, Inc., Sub -consultant
Proposal
Engineer shall perform services within the Standard of Care of the Engineering profession
as follows:
A Engineer will furnish services to the City in accordance with the terms and conditions
specified in this Contract. Progress payments may be requested by Engineer based on the
amount of services completed. Payment for the services of Engineer shall be due and
payable upon submission of a statement for services to City. Statements for services shall
not be submitted more frequently than monthly. Any applicable new taxes imposed upon
services, expenses, and charges by any governmental body after the execution of this
Contract will be added to Engineer's compensation.
If City fails to make any payment due Engineer for services and expenses within thirty
(30) days after receipt of Engineer's statement for services therefor, the amounts due
Engineer will be increased at the rate of one percent (1%) per month from said thirtieth (30th)
day, and, in addition Engineer may, after giving seven (7) days' written notice to City
suspend services under this Contract until Engineer has been paid in full, all amounts due
for services, expenses, and charges.
B All the Engineer's working drawings, plans, and specifications, if required under this
Contract, shall be sufficiently accurate, detailed, and complete so that competitive bids for
the work can be obtained and the improvements constructed.
C. Approval of the Engineer's work by the City shall not release the Engineer, its
employees, agents, or consultants, from the responsibility and liability for the accuracy and
competency of their designs, working drawings, and specifications, or other documents and
services.
D. Subject to Article 9 herein or as otherwise agreed, the Engineer shall promptly
correct errors in the Engineers work, including errors discovered after final payment,
without receiving additional compensation.
3. Term and Termination. This Contract term will begin and end on the dates shown
above. The City may terminate this Contract at any time during its term by giving
written notice to Engineer. The City shall pay the Engineer for all services rendered to
the date of termination.
4. Modifications. City without invalidating the Contract, may order changes within the
general scope of the work required by the Contract by altenng, adding to and/or
deducting from the work to be performed. If any change under this clause causes an
increase or decrease in Engineer's cost of, or the time required for, the performance of
any part of the Services under the Contract, an equitable adjustment will be made by
mutual agreement and the Contract modified in writing accordingly
5. Subcontracts. If, for any reason, at any time during the progress of providing
services, C ty determines that any subcontractor for Engineer is incompetent or
undesirable, City will notify Engineer accordingly and Engineer shall take immediate
steps for cancellation of such subcontract. Subletting by subcontractors shall be subject
to the same regulations. Nothing contained in the Contract shall create any contractual
relation between any subcontractor and City.
6. Ownership of Documents. All drawings, report data, and other project information
developed in the execution of the services provided under this Contract shall be the
property of the City upon payment of Engineer's fees for services Engineer may retain
copies for record purposes. Owner agrees such documents are not intended or
represented to be suitable for reuse by City or others. Any reuse by City or by those
who obtained said documents from City without written verification or adaptation by
Engineer will be at City's sole risk and without liability or legal exposure to Engineer, or
to Engineer's independent associates or consultants, and City shall indemnify and hold
harmless Engineer and Engineer's independent associates and consultants from all
claims, damages, losses, and expenses including attorneys' fees arising out of or
resulting therefrom. Any such verification or adaptation will entitle Engineer to further
reasonable compensation. Engineer may reuse all drawings, report data, and other
project information in the execution of the services provided under this Contract in
Engineer's other activities. Any reuse by Engineer will be at Engineers sole risk and
without liability or legal exposure to City, and Engineer shall indemnify and hold
harmless City from all claims, damages, losses, and expenses including attorneys' fees
arising out of or resulting therefrom.
7. Construction Representation. If required by the Contract, Engineer will furnish
Construction Representation according to the defined scope for these services.
Engineer will observe the progress and the quality of work to determine in general if the
work is proceeding in accordance with the contract documents. In performing these
services Engineer will endeavor to protect City against defects and deficiencies in the
work of contractors; Engineer will report any observed deficiencies to City, however, it is
u nderstood that Engineer does not guarantee the contractor's performance, nor is
Engineer responsible for the supervision of the contractor's operation and employees.
Engineer shall not be responsible for the means, methods, techniques, sequences or
procedures of construction selected by the contractor, or the safety precautions and
programs incident to the work of the contractor Engineer shall not be responsible for
the acts or omissions of any person (except his own employees or agents) at the project
site or otherwise performing any of the work of the project. If City designates a person
to serve in the capacity of Resident Project Representative who is not Engineer's
e mployee or Engineer's agent, the duties, responsibilities, and limitations of authority of
such Resident Project Representative(s) will be set forth in writing and made a part of
this Contract before the construction phase of the project begins.
8. Insurance.
A. The Engineer shall procure and maintain for the duration of this Agreement,
insurance against claims for injuries to persons damages to property or any errors and
o missions relating to the performance of any work by the Engineer, its agents
employees or subcontractors under this Agreement, as follows:
(1
Workers' Compensation as required by law.
(2) Professional Liability Insurance in an amount not less than $250,000 in the
aggregate.
(3) Comprehensive General Liability and Property Damage Insurance with
minimum limits of $250,000 for injury or death of any one person,
$250,000 for each occurrence, and $100,000 for each occurrence of
damage to or destruction of property.
(4) Comprehensive Automobile and Truck Liability Insurance covering owned,
hired, and non -owned vehicles with minimum limits of $50,000 for injury
or death of any one person, $100,000 for each occurrence, and $50,000
for property damage.
B. The Engineer shall include the City as an additional insured under the policies,
with the exception of the Professional Liability Insurance and Workers' Compensation.
Certificates of Insurance and endorsements shall be furnished to the City before work
commences Each insurance policy shall be endorsed to state that coverage shall not
be suspended, voided, canceled, reduced in coverage or in limits except after thirty (30)
3
days prior written notice by certified mail, return receipt requested, has been given to
the City. Upon request, certified copies of all insurance policies shall be furnished to the
City.
9 Indemnity. Engineer shall indemnify and hold the City, its officers, agents, and
e mployees, harmless from any claim, loss, damage, suit, and liability of every kind for
which Engineer is legally liable, including all expenses of litigation, court costs, and
attorney's fees, for injury to or death of any person, for damage to any property, or
e rrors in design, any of which are caused by the negligent act or omission of the
Engineer, his officers, employees, agents, or subcontractors under this Contract.
10. Assignment. Engineer shall not assign this Contract without the prior written
consent of the City.
11. Law Governing and Venue. This Contract shall be governed by the law of the State
of Texas and no lawsuit shall be prosecuted on this Contract except in a court of
competent jurisdiction located in Brazoria County, Texas.
12. Entire Contract. This Contract represents the entire Contract between the City and
the Engineer and supersedes all prior negotiations, representations, or contracts, either
written or oral. This Contract may be amended only by written instrument signed by
both parties. Purchase orders issued under this Agreement shall contain a statement
n ullifying additional terms and conditions on the reverse side of the purchase order and
referencing this Agreement.
13. Conflicts in Contract Documents. The above provisions, other than the provisions
contained in any referenced contract document specified above shall govern over any
conflicting provision contained in any referenced contract document specified above.
14 Dispute Resolution Procedures The Contractor and City desire an expeditious
means to resolve any disputes that may arise between them regarding this Contract. To
accomplish this, the parties agree to mediation and arbitration as follows:
A. Mediation. If a dispute arises out of or relates to this Contract, or the breach
thereof, and if the dispute cannot be settled through negotiation, then the parties
agree first to try in good faith, and before bringing any legal action, to settle the
dispute by mediation of a third party who will be selected by agreement of the
parties.
B Arbitration. If the parties cannot resolve by mediation any claim or dispute
relating to this Contract and the claim or dispute involves a sum that exceeds
$100,000, then, upon the demand of either party, whether before or after the filing
of any suit any controversy or claim arising out of or related to this Contract shall
be settled by binding arbitration in accordance with the Federal Arbitration Act and
the Commercial Arbitration Rules of the American Arbitration Association, and
4
judgment upon the award rendered by the arbitrator(s) may be entered in any court
having jurisdiction thereof. The parties may agree in writing to use any other
arbitration procedures or rules in lieu of those specified in this paragraph.
EXECUTED and EFFECTIVE as of the 29 day of August
ATTEST:
ng Lo-" g
y Sec = ary
APPROVED AS TO FORM:
Darnn M. Coker
City Attorney
ATTEST:
c
1 IAA
Printed Name: id [ - C- A
Title: (,1- i )4- ,y ,l J, Title: 'br V; cc iF't i de 14
CITY OF PEARLAND
Glen R Erwin
City Manager
, 2000
11164)5h/F«te.5e- kAGN) f L, Engineer
By :) (D1
,,
Printed Name. & S C_1Z1_ F FiucE
5
STATE OF TEXASApL7
COUNTY OF ra r`ia.
BEFORE ME, the undersigned Notary Public, on this day personally appeared
GteAe.e. Crwt A , known to me to be the person whose name is
subscribed to the foregoing instrument and acknowledged to me that he/she executed
the same for the purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS I S DAY OF
SPffe.„.tar , A.D., 20 oa
USA D. JONES
NOTARY PUBLIC - STATE OF TEXAS
MY COMMISSION EXPIRES
SEPTEMBER 21, 2003
STATE OF TEXAS
COUNTY OF CLjat
�lL
)u-J
N OTARY PUBLIC N AND FOR THE
STATE OF TEXAS
P rinted Name: Lis s& 1b- . S ncs
My Commission Expires:
BEFORE M the undersigned Notary Public, on this day personally appeared
� z-Le °ter � , known to me to be the person whose name is
subscribed to the foregoing instrument and acknowledged to me that he/she executed
the same for the purposes and consideration therein expressed.
(I L€
GIVEN UNDER MY HAND AND SEAL OF OFFICE THIS DAY OF
(� -( cG4 -', , A.D., 20 0 c)
ROSEMARY MCDOWELL
Notary Public
STATE OF TEXAS
My Comm. Exp. 011/0e/2OO2
L
kte)xx> c. ,_ / )7 { cez(ccC C.
N OTARY PUBLI&IN AND FOR THE
STATE OF TEXAS
P rinted Name:
,& c O>L F_ t.
My Commission Expires: / 1 /& / (' -----
6
ATTACHMENT SC
SCOPE OF SERVICES AND RESPONSIBILITIES OF OWNER
ARTICLE I
BASIC SERVICES: WFN shall render the following professional services in connection with the development of
the Project:
A. PRELIMINARY AND DESIGN PHASE
1. Attend preliminary conferences with the OWNER to establish requirements for the Project and review
available data
2. Conduct additional topographical field survey, if necessary, to supplement available topographical
information for the purpose of the design of the Project (Additional Services).
3. Conduct geotechnical investigation for the purpose of design of the elevated storage tank and other
structures (Additional Services).
4. Conduct preliminary and final design of a water plant consisting of a 1,300 gpm water well, a 606,000-
gallon ground storage tank, a 1 million -gallon elevated storage tank, booster pumps and control room,
chlorination room, yard piping, site work, and all related electronic and mechanical components.
5. Conduct preliminary and final design of approximately 600 feet of 20" transmission line from the water
plant to Cullen Boulevard.
6. Prepare construction plans and details showing the proposed improvements.
7. Prepare detailed specifications and contract documents for construction authorized by the OWNER.
8. Prepare detailed cost estimates of authorized construction. WFN shall not be required to guarantee the
accuracy of these estimates.
9 Conduct periodical meetings with the OWNER to report project progress and resolvedesign issues.
10. Furnish to the OWNER ten (10) copies of approved Plans, Specifications, and Contract Documents.
B. BID OR NEGOTIATION PHASE Upon completion of the design services and approval of "Final" drawings
and specifications by OWNER, WFN will proceed with the performance of services in this phase as follows:
1. Assist OWNER in securing bids. Provide a copy of the notice to bidders for OWNER to use in notifying
construction news publications and publishing appropriate legal notice. The cost for publications shall be paid
by OWNER.
2. Distribute one copy of plans and bid documents to selected plan rooms.
3. Assist the OWNER in maintaining information on entities that have been issued a set of bid documents.
Distribute information on plan holders to interested contractors and vendors on request.
4. Assist the OWNER by responding to questions and interpreting bid documents. Prepare and issue addenda to
the bid documents to plan holders if necessary.
5. Assist the OWNER in conducting a pre -bid conference (if required) for the construction projects and coordinate
responses with OWNER. Response to the pre -bid conference will be in the form of addenda issued after the
conference. Attend the tour of the project site after the pre -bid conference (if required).
6. Assist the OWNER in the opening, tabulating, and analyzing the bids received. Review the qualification
information provided by the apparent low bidder to determine if, based on the information available they appear
to be qualified to construct the project. Recommend award of contracts or other actions as appropriate to be
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WFN
OWNER
taken by OWNER. Pre -qualification of all prospective bidders and issuing a list of eligible bidders prior to the
bid opening is an additional service.
7. Assist the OWNER in the preparation of Construction Contract Documents for construction contract. Provide
five (5) sets of Construction Contract Documents which include information from selected contractor's bid
documents, legal documents, and addenda bound in the documents for execution by the OWNER and
construction contractor. Distribute two (2) copies of these documents to the contractor with a notice of award
that includes directions for the execution of these documents by the construction contractor. Provide the
OWNER two (2) copies of these documents for use during construction. One (1) copy of these documents will
be used by WFN during construction. Additional sets of documents can be provided as an additional service
8. Furnish contractor copies ofthe drawings and specifications for construction pursuant to the General Conditions
of the Construction Contract.
C. CONSTRUCTION PHASE: Upon completion of the bid or negotiation phase services, WFN will proceed with
the performance of construction phase services as described below WFN will endeavor to protect OWNER
in providing these services However, it is understood that WFN does not guarantee the Contractor s
performance, nor is WFN responsible for supervision of the Contractor s operation and employees. WFN shall
not be responsible for the means, methods, techniques, sequences or procedures of construction selected by the
Contractor, or any safety precautions and programs relating in any way to the condition of the premises, the
work of the Contractor or any Subcontractor. WFN shall not be responsible for the acts or omissions of any
person (except its own employees or agents) at the Project site or otherwise performing any of the work of the
Project
These services are based on the use of WFN standard General Conditions for construction projects. Modifications
to these services required by use of other general conditions or contract administration procedures is an additional
service. If general conditions other than WFN standards are used, the OWNER agrees to include provisions in the
construction contract documents that will require the construction contractor to include WFN and their subconsultants
on this project to be hsted as an additional insured on contractor's insurance policies.
1. Assist OWNER in conducting pre -construction conference(s) with the Contractor(s), review construction
schedules prepared by the Contractor(s) pursuant to the requirements ofthe construction contract, and prepare
a form for the purpose of monthly pay estimates of the Project from information provided by the Construction
Contractor
2. Establish communication procedures with the OWNER and contractor.
3. Establish and maintain a project documentation system consistent with the requirements of the construction
contract documents. Monitor the processing of contractor's submittals and provide for filing and retrieval of
project documentation Review contractor's submittals, including, requests for information, modification
requests, shop drawings, schedules, and other submittals in accordance with the requirements of the construction
contract documents for the projects. Monitor the progress of the contractor in sending and processing
submittals to see that documentation is being processed in accordance with schedules.
Based on WFN's observations as an experienced and qualified design professional and review of the Payment
Requests and supporting documentation submitted by Contractor, determine the amount that WFN recommends
Contractor be paid on monthly and final estimates, pursuant to the General Conditions of the Construction
Contract.
5. Make periodic visits to the site (as distinguished from the continuous services of a Resident Project
Representative) to observe the progress and the quality of work and to attempt to determine in general if the
WFN 4
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SC-2 OWNER
work is proceeding in accordance with the Construction Contract Documents. In this effort WFN will endeavor
to pi otect the OWNER against defects and deficiencies in the work of Contractors and will repoi t any observed
deficiencies to OWNER. WFN, however, cannot guarantee the performance of the Contractor, nor be
responsible for the actual supervision of construction operations or for the safety measures that the contractor
takes or should take.
6. Notify the contractor of non -conforming work observed on site visits. Review quality related documents
provided by the Contractor such as test reports, equipment installation reports or other documentation required
by the Construction contract documents
7. Coordinate the work of testing laboratories and inspection bureaus required for the testing or inspection of
materials witnessed tests, factory testing, etc. for quality control of the Project. The cost of such quality
control shall be paid by OWNER and is not included in the services to be performed by WFN.
8. Interpret the drawings and specifications for OWNER and Contractor(s). Investigations, analyses, and studies
requested by the Contractor(s) and approved by OWNER, for substitutions of equipment and/or materials or
deviations from the drawings and specifications is an additional service.
9. Establish procedures for administering constructive changes to the construction contracts. Process contract
modifications and negotiate with the contractor on behalf of the OWNER to determine the cost and time impacts
of these changes. Prepare change order documentation for approved changes for execution by the OWNER.
Documentation of field orders, where cost to OWNER is not impacted, will also be prepared Investigations,
analyses, studies or design for substitutions of equipment or materials corrections of defective or deficient work
of the contractor or other deviations from the construction contract documents requested by the contractor and
approved by the OWNER are an additional service. Substitutions of materials or equipment or design
modifications requested by the OWNER are an additional service.
10. Prepare documentation for contract modifications required toimplement modifications in the design of the
proj ect. Receive and evaluate notices of contractor claims and make recommendations to the OWNER on the
merit and value of the claim on the basis of information submitted by the contractor or available in project
documentation. Endeavor to negotiate a settlement value with the Contractor on behalf of the OWNER if
appropriate. Providing these services to review or evaluate construction contractor(s) claim(s), supported by
causes not within the control of WFN are an additional service
11. Assist in the transfer of and acceptance by the construction contractor of any OWNER furnished equipment
or materials.
12. Conduct, in company with OWNER's representative, a final review of the Project for conformance with the
design concept of the Project and general compliance with the Construction Contract Documents. Prepare a
list of deficiencies to be corrected by the contractor before recommendation of final payment. Assist the City
in obtaining legal releases, permits, warranties, spare parts, and keys from the contractor. Review and comment
on the certificate of completion and the recommendation for final payment to the Contractor(s). Visiting the site
to review completed work in excess of two trips are an additional service.
13. Revise the construction drawings in accordance with the information furnished by construction Contractor(s)
reflecting changes in the Project made during construction. Two (2) sets of prints of "Record Drawings" shall
be provided by WFN to OWNER. If additional surveying or inspection is necessary in order to produce
accurate and complete As -Built drawings, then such services by the WFN will be at the Per Diem Rate attached.
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WFN
OWNER 40
ARTICLE II
ADDITIONAL SERVICES: Additional Services to be performed by WFN, if authorized by OWNER, which are
not included in the above described basic services, are described as follows:
A. Field surveying required for the preparation of designs and drawings.
B. Field layouts or the furnishing of construction line and grade surveys.
C. GIS mapping services or assistance with these services.
D. Making property, boundary and right-of-way surveys, preparation of easement and deed descriptions, including
title search and examination of deed records.
E. 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.
F. Providing renderings, model and mock-ups requested by the OWNER.
G. Making revisions to drawings, specifications or other documents when such revisions are 1) consistent with
approvals or instructions previously given by OWNER or 2) due to other causes not solely within the control
of WFN
H. 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.
I. 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.
J. 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.
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 Furnishing the services of a Resident Project Representative to act as OWNER's on -site representative during
the Construction Phase. The Resident Project Representative will act as directed by WFN in order to provide
more extensive representation at the Project site during the Construction Phase. Through more extensive on -site
observations of the work in progress and field checks of materials and equipment by the Resident Project
Representative and assistants, WFN shall endeavor to provide further protection for OWNER against defects
and deficiencies in the work. Furnishing the services of a Resident Project Representative is subject to the
provisions of Article IC.
If OWNER provides personnel to support the activities of the Resident Project Representative who is WFN or
WFN's agent or employee, the duties, responsibilities and limitations of authority of such personnel will be set
forth in an Attachment attached to and made a part of this AGREEMENT before the services of such personnel
are begun. It is understood and agreed that such personnel will work under the direction of and be responsible
to the Resident Project Representative OWNER agrees that whenever WFN informs him in writing that any
WFN
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such personnel provided by the OWNER are, in his opinion, incompetent, unfaithful or disorderly, such
personnel shall be replaced.
M. Assisting OWNER in claims disputes with Contractor(s).
N. Perfoiining investigations, studies and analyses of substitutions of equipment and/or materials or deviations
from the drawings and specifications.
O. 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 WFN on a fee basis
negotiated by the respective parties outside of and in addition to this AGREEMENT.
P. Providing environmental support services including the design and implementation of ecological baseline
studies, environmental monitoring, impact assessment and analyses, permitting assistance, and other assistance
required to address environmental issues.
Q•
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.
S. Services required to resolve bid protests or to rebid the projects for any reason.
Any services required as a result of default of the contractor(s) or the failure, for any reason, of the
contractor(s) to complete the work within the contract time.
U. Providing services after the completion of the construction phase not specifically listed in Article I.
V. Providing basic or additional services on an accelerated time schedule. The scope of this service include cost
for overtime wages of employees and consultants, inefficiencies in work sequence and plotting or reproduction
costs directly attributable to an accelerated time schedule directed by the OWNER.
W. Providing services made necessary because of unforseen, concealed, or differing site conditions or due to the
presence of hazardous substances in any form.
X. Providing services to review or evaluate construction contractor(s) claim(s), provided said claims are supported
by causes not within the control of WFN.
Y. Providing value engineering studies or reviews of cost savings proposed by construction contractors after bids
have been submitted.
Z Preparing statements for invoicing or other documentation for billing other than for the standard invoice for
services attached to this professional services agreement.
AA. Provide follow-up professional services during Contractor's warranty period.
BB. Provide geotechnical services as required.
WFN
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OWNER
ARTICLE III
TIME OF COMPLETION: WFN is authorized to commence work on the Project upon execution of this
AGREEMENT and agrees to complete the services called for in Article IA (preliminary & Design Phases) so as to
deliver completed Plans, Specifications and Estimates of Cost for all authorized construction of the project, within
(180) calendar days thereafter. Review periods by City, acquiring approvals and permits have not been accounted
for. WFN will proceed with the performance of the services called for in Article IB and IC (bid and construction
phases) of this agreement until completion of the Project.
IF WFN's services are delayed or suspended in whole or in part by OWNER,or if WFN's services are extended by
the Contractor's actions or in actions for more than 90 days through no fault of WFN, WFN shall be entitled to
equitable adjustment of rates and amounts of compensation.
ARTICLE IV
RESPONSIBILITIES OF OWNER: OWNER shall perform the following in a timely manner so as not to delay
the services of WFN:
A. Designate 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 WFN's services for the Project.
B. 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.
C. Assist WFN by placing at WFN's disposal all available information pertinent to the Project including
previous reports and any other data relative to design or construction of the Project
D. Arrange for access to and make all provisions for WFN to enter upon public and private property as required
for WFN to perform services under this AGREEMENT.
E. Examine all studies, reports, sketches, drawings, specifications, proposals and other documents presented by
WFN, 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 WFN.
F. Furnish approvals and permits from all governmental authonties having jurisdiction over the Project and such
approvals and consents from others as may be necessary for completion of the Project.
G. OWNER shall make or arrange to have made all subsurface investigations, including but not limited to
borings test pits, soil resistivity surveys, and other subsurface explorations. OWNER shall also make or
arrange to have made the interpretations of data and reports resulting from such investigations. All costs
associated with such investigations shall be paid by OWNER.
H. Provide such accounting, independent cost estimating and insurance counseling services as maybe required
for the Project, such legal services as OWNER may require or WFN may reasonably request with regard to
legal issues pertaining to the Project including any that may be raised by Contractor(s), such auditing service
as OWNER may require to ascertain how or for what purpose any Contractor has used the moneys paid
WFN
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under the construction contract, and such inspection services as OWNER may require to ascertain that
Contractor(s) are complying with any law, rule, regulation, ordinance code or order applicable to their
furnishing and performing the work.
OWNER shall determine, prior to receipt of construction bid, if WFN is to furnish Resident Project
Representative service so the Bidders can be informed.
J. If OWNER designates a person to serve in the capacity of Resident Project Representative who is not WFN
or WFN s agent or employee, the duties, responsibilities and limitations of authority of such Resident Project
Representative(s) will be set forth in an Attachment attached to and made a part of this AGREEMENT before
the Construction Phase of the Projectbegins. Said attachment shall also set forth appropriate modifications
of the Construction Phase services as defined in Attachment SC, Article IC together with such adjustment
of compensation as appropriate.
K. Attend the pre -bid conference, bid opening, preconstruction conferences, construction progress and other j ob
related meetings and substantial completion inspections and final payment inspections.
Give prompt written notice to WFN whenever OWNER observes or otherwise becomes aware of any
development that affects the scope or timing of WFN's services, or any defect or nonconformance of the work
of any Contractor.
M. Furnish, or direct WFN to provide, Additional Services as stipulated in Attachment SC, Article II of this
AGREEMENT or other services as required.
N. Bear all costs incident to compliance with the requirements of this Article IV.
ARTICLE V
DESIGNATED REPRESENTATIVES: WFN and OWNER designate the following representatives:
Owner's Designated Representative - (Alan Mueller, 3519 Liberty Drive, Pearland,Texas 77581, (281) 652-1650)
WFN's Project Manager - (Mehran Bavarian, P.E., 2010 E Broadway, Pearland, Texas 77581, (281) 485 2404)
WFN's Accounting Representative - (Judy Blair, 2010 E Broadway, Pearland, Texas 77581, (281) 485 2404)
WFN -''.%3
AAP rl. C Wlen. Agmwt.. wpd
SC-7 OWNER
ATTACHMENT CO
PERCENT OF CONSTRUCTION
For and in consideration of the services to be rendered by WFN, OWNER shall pay the fees hereinafter set forth.
A. COMPENSATION:
1. OWNER agrees to pay WFN for all professional services rendered under this AGREEMENT in
accordance with Attachment CO which is made a part of the AGREEMENT. WFN shall perform
professional services as outlined in the "Scope of Services" based on a Percent of Construction
method. At this time, based on a preliminary construction cost of $2,600,00, this fee is estimated
To be $169 000 ($2,600,000 x 6.5% = $169,000). This fee will be adjusted upon receipt of bids as
outlined in this Attachment CO. For Additional Services as defined in Article IA, a total budget of
$7 950 is proposed. Details concerning the fees are included in this Attachment CO.
B. COMPENSATION TERMS:
1. "Construction Cost' is defined as the total cost to OWNER for the execution of the work on the
construction Project, excluding the fees or other costs for engineering and legal services and the cost
of land, right-of-way, and administrative expenses, but including the direct cost to OWNER of all
current construction contracts, items of construction including labor, materials and equipment required
for the completed work (including extras) and the total value at the site of Project of all labor materials
and equipment purchased or furnished directly by OWNER for the Project.
2. "Salary Cost' is defined as the cost of payroll for WFN and WFN's employees, draftsmen, technicians,
surveyors, clerks, laborers, etc. for time directly chargeable to the Project, plus Social Security
contributions, unemployment compensation insurance, retirement benefits, medical and insurance
benefits, longevity payments, sick leave, vacation and holiday pay applicable thereto. (Salary cost is
equal to 1.5652 times payroll payments. This factor is adjusted annually.)
3. "Sub -Contract Expense" is defined as the expense that is incurred by WFN in employment of others in
outside firms for services in the nature of foundation borings, testing, surveying, process design and
similar services that are not included in the Basic Services.
4. "Direct Non -Labor Expense" is defined as that expense for any assignment incurred by WFN for
supplies transportation and equipment, travel communications, subsistence and lodging away from
home and similar incidentals in connection with that assignment.
C. BASIC SERVICES
1. For providing Basic Services as described in Article I for the Project, ENGINEER shall be paid a Basic
Fee computed as a percentage of the construction cost of each portion of the Project authorized for the
same bid date This fee shall be based on Fee Curve shown on Exhibit "A". A 1% reduction in fee
percentage will be credited to the Owner for use of applicable design/plans previously completed for
the Garden Road Water Plant. All the construction cost of the authorized portion of the Project in
Attachment SC shall be added together before applying the Fee Curve.
For the purposes of preparing monthly statements, 85% of the Basic Fee shall be for the Preliminary
and Design Phases (Attachment SC Article IA.), and 15% of the Basic Fee shall be for the Construction
A:\PrI.Cullen.Agnnnt.. wpd
WFN
CO-1 OWNE
ATTACHMENT CO
Phases (Attachment SC, Articles IB &C). If construction bids are received and a contract is not
awarded, payment to WFN shall be 85% of the Basic Fee times the lowest bona fide bid received. If
construction bids are not received within six (6) months of the submission of final documents by WFN
payment to WFN shall be 85% of the Basic Fee times the final opinion of probable construction cost
developed and agreed to by OWNER and WFN.
2. If a portion(s) of the Project is deleted by OWNER following submittal of the Preliminary Phase, the
payment to WFN for the deleted portion of the Project shall be 25% of the Basic Fee rate, as determined
in B.1, above, times the estimated probable construction cost for the deleted portion of the Project. If
a portion(s) of the project is deleted by OWNER following submittal of final drawings and
specifications,
the payment to WFN shall be 85% of the Basic Fee rate, as determined in item B.1 above, times (1) the
actual construction cost of the part under contract, plus (2) the final estimated probable construction cost
of the deleted portion of the Project.
3. WFN will submit requests for partial payment based on the amount of services complete* however, the
sum total of those payments for the Basic Services shall not exceed 95% of the total estimated fee at
time of submission of the final drawings and specifications to OWNER. The final 5% shall be due and
payable upon submission of construction bids by contractors. The estimated fee shall be based on the
preliminary opinion of probable construction cost. The final fee will be adjusted to reflect actual
construction cost.
Fees for General Representation during construction phase shall be computed on the basis of value of
construction work performed by the Contractor as reflected by the monthly estimates prepared by WFN
D ADDITIONAL SERVICES:
1. Additional Services as described in Article IA for this Project shall be invoiced either based on our
Schedule of Hourly Rates or subcontract fee plus 10%, as applicable The Additional Services for this
Project are as follows:
a Supplemental topographical field surveying for the purpose of design
(Cost not -to -exceed) $3,000
b. Geoteclmical Investigation, Subcontract plus 10% $4,950
Total, Additional Services $7,950
If other Additional Services as described in Attachment SC, Article II, are required WFN shall be
compensated as follows:
a. Where the services of individuals are supplied by WFN, as authorized by OWNER, payment for
these services will be based on Attachment `CO' , Schedule of Charges, except for resident project
representative services which will be a flat $50/hour rate plus mileage.
b. Services for direct non -labor expense and sub -contract expense provided by WFN shall be
reimbursed at actual cost times a multiplier of 10%.
WFN
A: WrI. Cullen. Agrmnt.. wp d
CO-2
OWNER
ATTACHMENT "CO"
WALSH/FREESE • NICHOLS
SCHEDULE OF CHARGES
POSITION
PRINCIPAL
SENIOR PROJECT MANAGER
PROFESSIONAL ENGINEER/PROJECT MANAGER
DESIGN ENGINEER
SR. CADD DESIGNER
CADD OPERATOR
RESIDENT CONSTRUCTION INSPECTOR
CONTRACT/OPERATIONS ANALYST
WORD PROCESSING/SECRETARIAL
The ranges and individual salaries will be adjusted annually.
EXPENSES
Plotting
Bond
Color
Vellum
Mylar
$ 2.00 per plot
$ 3.50 per plot
$ 4.00 per plot
$10.00 per plot
Computer and Cadd
PC Cad Stations $ 10 00 per hour
PC Stations $ 8.00 per hour
Printing
Bluelines/Blacklines
Offset and Xerox Copies
Binding
Tape Binding
Travel
$0.325 per mile
MIN
125
95
65
45
45
35
50
65
40
MAX
125
105
75
55
55
45
50
65
45
$0.08 per square foot
$0.07 per side copy
$2.00 per book
$1.75 per book
OTHER DIRECT EXPENSES
Other direct expenses are reimbursed at actual cost times multiplier of 1 10. They include outside printing and
reproduction expense, communication expense, travel, transportation and subsistence away from Pearland and other
miscellaneous expenses directly related to the work, including costs of laboratory analysis, tests, and other work
required to be done by independent persons other than staff members.
Walsh/Freese and Nichols, Inc. M Engineers M Environmental Scientists M Architects
2010 East Broadway M Pearland, Texas M 77581-5502
281-485 2404 M Fax 281-485-4322 ffi www.freese.com
EXHIBIT A
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ATTACHMENT
SUBCONTRACTOR PROPOSAL
Tolunay-Won
City of Pearland
c/o Walsh/Freese and Nichols
2010 East Broadway
Pearland, Texas 77581-5502
Attn: Mr. Ron Bavarian, P.E.
Dear Mr. Bavarian:
Engineers,Inc.
July 10, 2000
TWEI Proposal No: P00-223
PROPOSAL FOR GEOTECHNICAL SERVICES
CULLEN BOULEVARD WATER PLANT
PEARLAND, TEXAS
Tolunay-Wong Engineers, Inc., is pleased to submit this proposal to provide geotechnical
services for the proposed Cullen Boulevard Water Plant in Pearland Texas. The project consists of
construction of a 1 million gallon elevated tank. Project details were provided by you in our telephone
conversation on July 7 2000.
Scope of Services
Our scope of services covered in this proposal will consist of field exploration, laboratory testing
and the preparation of a geotechnical engineering report documenting our findings and geotechnical
design recommendations.
Field Exploration. We will drill three 60-ft deep exploratory soil borings to evaluate the
subsurface conditions. A total of 180 ft drilling is included. The borings will be drilled with a truck -
mounted rig around the proposed tank perimeter in accordance with ASTM D 1586 and ASTM D 1587.
We will secure representative portions of the recovered soil samples and transport them to our laboratory
for testing. We will backfill the open boreholes with the cuttings after obtaining water level readings,
about 24 hours after completion.
Laboratory Testing. We will perform soil mechanics laboratory tests to measure physical and
engineering properties of selected representative soil samples. The testing will generally include
measurement of the shear strength, total unit weight, in situ moisture content fines content and plasticity
characteristics of the soils. All laboratory tests will be performed in accordance with appropriate ASTM
standards. We will keep the samples for 30 days after the final report is presented. We will discard the
samples after that time, unless instructed otherwise.
Engineering Report We will prepare an engineering report that will present our findings and
provide you with geotechnical design and construction recommendations for the proposed tank including:
10710 S. Sam Houston Pkwy W., Suite 100, Houston, TX 77031 (713) 722-7064 Fax (713) 722-0319
Mr. Ron Bavarian, P.E.
TWEI Proposal No : P00-223
July 10, 2000
Page 2
• Soil stratigraphy
• Groundwater
• Compressive and uplift load capacities of foundation units
• Settlement estimates
• Lateral load resistance of foundation units
• Foundation monitoring program
Budget
Our lump sum cost for the above described services is $4,500. The cost for the geotechnical
study assumes that ingress and egress to the site are provided by others.
Schedule
We can mobilize our drill crew onsite within two to three days after authorization is given. We
can complete the field work in one day, and issue our engineering report within about seven to ten
working days after completion of the field program. We can furnish you with verbal preliminary
information upon completion of the field work.
Acceptance of Proposal
If you accept our proposal, please sign below and return one copy to our office. The terms and
conditions of this proposal are included in Exhibit A.
Closing Remarks
We appreciate the opportunity to submit this proposal and look forward to serving you on this
project.
Sincerely,
TOLUNAY- ONG ENGINEERS, INC.
Daniel 0 Wong, 'h D , P.E.
Accepted by:
Name:
Date:
Attachments: Exhibit A
DOW:sas
EXHIBIT A
TERMS FOR GEOTECHNICAL ENGINEERING SERVICES
THE AGREEMENT
This AGREEMENT is made by and between TOLUNAY-WONG ENGINEERS INC., hereinafter referred to as GEOTECHNICAL
ENGINEER, and the CLIENT of the attached PROPOSAL. The AGREEMENT between the parties consists of these TERMS, the
attached PROPOSAL and any exhibits or attachments noted in the PROPOSAL will constitute the entire AGREEMENT Any
changes to this AGREEMENT must be mutually agreed to in writing.
STANDARD OF CARE
The CLIENT recognizes that subsurface conditions vary from those observed at locations where borings, surveys, or explorations
are made and that site conditions may change with time. Data, interpretations, and recommendations by the GEOTECHNICAL
ENGINEER will be based solely on information available to the GEOTECHNICAL ENGINEER. The GEOTECHNICAL
ENGINEER is responsible for those data, interpretations, and recommendations but will not be responsible for other parties'
interpretations or use of the information developed.
Services performed by the GEOTECHNICAL ENGINEER under this AGREEMENT are expected by the CLIENT to be conducted
in a manner consistent with the level of care and skill ordinarily exercised by members of the engineering profession practicing
contemporaneously under similar conditions in the locality of the project. No other warranty, expressed or implied, is made.
SITE ACCESS AND SITE CONDITIONS
CLIENT will grant or obtained free access to the site for all equipment and personnel necessary for the GEOTECHNICAL
ENGINEER to perform the work set forth in this AGREEMENT. The CLIENT will notify any and all possessors of the project site
that CLIENT has granted GEOTECHNICAL ENGINEER free access to the site. The GEOTECHNICAL ENGINEER will take
reasonable precautions to minimize damage to the site, but it is understood by CLIENT that, in the normal course of work, some
damage may occur and the correction of such damage is not part of this AGREEMENT unless so specified in the PROPOSAL.
SAMPLE DISPOSAL
The GEOTECHNICAL ENGINEER will dispose of all soil and rock samples 30 days after submission of report covering those
samples. Further storage or transfer of samples can be made at Client's expense upon CLIENT'S prior written request. All hazardous
materials will be returned to CLIENT for disposal unless other arrangements have been made by CLIENT.
CONSTRUCTION MONITORING
If the GEOTECHNICAL ENGINEER is retained by the CLIENT to provide a site representative for the purpose of monitoring
specific portions of the construction work as set forth in the PROPOSAL then this phrase applies. For the specified assignment, the
GEOTECHNICAL ENGINEER will report observations and professional opinions to the CLIENT. No action of the
GEOTECHNICAL ENGINEER or GEOTECHNICAL ENGINEER s site representative can be constructed as altering my
AGREEMENT between the CLIENT and others. The GEOTECHNICAL ENGINEER will report any observed work to the CLIENT
which, in the GEOTECHNICAL ENGINEER's professional opinion, does not conform with plans and specifications. The
GEOTECHNICAL ENGINEER has no right to reject or stop work of any agent of the CLIENT Such rights are reserved solely for
the CLIENT Furthermore, the GEOTECHNICAL ENGINEER's presence on site does not in any way guarantee the completion
or quality of the performance of the work of any party retained by the CLIENT to provide construction related services.
The GEOTECHNICAL ENGINEER will not be responsible for and will not have control or charge of specific means, method,
techniques, sequences or procedures of construction selected by any agent or AGREEMENT of the CLIENT, or safety precautions
and programs incident thereto.
BILLING AND PAYMENT
CLIENT will pay GEOTECHNICAL ENGINEER the lump sum amount indicated in the PROPOSAL or, if no lump sum amount
is indicated, in accordance with the Schedule of Fees, as shown in the PROPOSAL and its attachments. Invoices will be submitted
to CLIENT by GEOTECHNICAL ENGINEER and will be due any payable upon presentation. If CLIENT objects to all or any
portion of any invoice, CLIENT will so notify GEOTECHNICAL ENGINEER in writing within fourteen (14) calendar days of the
invoice date, identify the cause of disagreement, any pay when due that portion of the invoice, not in dispute. The parties will
immediately make every effort to settle the disputed portion of the invoice In the absence of written notification described above
the balance as stated on the invoice will be paid.
Page 1 of 2
Invoices are delinquent if payment has not been received within thirty (30) days from date of invoice. CLIENT will pay an additional
charge of I-1/2 (1.5) percent per month (or the maximum percentage allowed by law, whichever is lower) on any delinquent amount,
excepting any portion of the invoiced amount in dispute and resolved in favor of CLIENT. Payment thereafter will first be applied
to accrued interest and then to the principal unpaid amount. All time spent and expenses incurred (including any attorney's fees)
in connection with collection of any delinquent amount will be paid by the CLIENT to GEOTECHNICAL ENGINEER per
GEOTECHNICAL ENGINEER s current fee schedule. In the event CLIENT fails to pay GEOTECHNICAL ENGINEER within
sixty (60) days after invoices are rendered, CLIENT agrees that GEOTECHNICAL ENGINEER will have the right to consider the
failure to pay the GEOTECHNICAL ENGINEER's invoice as a breach of this AGREEMENT.
TERMINATION
The AGREEMENT may be terminated by either party seven (7) days after written notice. In the event of termination,
GEOTECHNICAL ENGINEER will be paid for services performed prior to the date of termination.
INDEMNIFICATION
Except for the gross negligence or intentional misconduct of the GEOTECHNICAL ENGINEER, CLIENT will indemnify and hold
the GEOTECHNICAL ENGINEER harmless from any claim by or liability from a third party for injury or loss, arising out of the
GEOTECHNICAL ENGINEER's performance of the services described in this AGREEMENT. This indemnity shall not limit,
restrict or prevent CLIENT from asserting any claims for liability against the GEOTECHNICAL ENGINEER under any one or more
theories of recovery, including breach of contract, negligence, strict or statutory liability or any other cause of action
LIMITATION OF LIABILITY
The CLIENT will limit any and all liability or claim for damages, cost of defense, or expenses to be levied against GEOTECHNICAL
ENGINEER to a sum not to exceed $50 000, or the amount of his fee, whichever is greater, on account of any design defect, error,
omission, or professional negligence The CLIENT agrees to notify any contractor who perform work in connection with the study
prepared by the GEOTECHNICAL ENGINEER of such limitation of liability and require a like limitation on their part in favor of
the GEOTECHNICAL ENGINEER In the event the CLIENT fails to obtain a like limitation of liability provision, the liability of
the CLIENT and the GEOTECHNICAL ENGINEER to such contractor shall be allocated between the CLIENT and the
GEOTECHNICAL ENGINEER such that the aggregate liability of the GEOTECHNICAL ENGINEER to all parties, including the
CLIENT, shall not to exceed $50,000 or the amount of the GEOTECHNICAL ENGINEER's fee, whichever is greater. The
GEOTECHNICAL ENGINEER makes no warranties, either expressed or implied, except as set forth above.
DISCOVERY OF UNANTICIPATED HAZARDOUS MATERIALS
CLIENT warrants a reasonable effort to inform GEOTECHNICAL ENGINEER of known or suspected hazardous materials on or
near the project site has been made.
Hazardous materials may exist at a site where there is no reason to believe they could or should be present. GEOTECHNICAL
ENGINEER and CLIENT agree that the discovery of hazardous materials constitutes a changed condition mandating a renegotiation
of the scope of work or termination of services. GEOTECHNICAL ENGINEER and CLIENT also agree that the discovery of
hazardous materials may make it necessary for GEOTECHNICAL ENGINEER to take immediate measures to protect health and
safety CLIENT agrees to compensate GEOTECHNICAL ENGINEER for any equipment decontamination or other costs incident
to the discovery of hazardous waste.
GEOTECHNICAL ENGINEER agrees to notify CLIENT when hazardous materials or suspected hazardous materials are
encountered. CLIENT agrees to make any disclosures required by law to the appropriate governing agencies. CLIENT also agrees
to hold GEOTECHNICAL ENGINEER harmless for any and all consequences of disclosure made by GEOTECHNICAL ENGINEER
which are required by governing law. In the event the project site is not owned by CLIENT, CLIENT recognizes that it is the
CLIENT's responsibility to inform the property owner of the discovery of hazardous materials or suspected hazardous materials.
Not withstanding any other provisions of the AGREEMENT, CLIENT waives any claim against GEOTECHNICAL ENGINEER,
and to the maximum extent permitted by law, agrees to defend, indemnify, and save GEOTECHNICAL ENGINEER harmless from
any claim, liability, and/or defense costs for injury or loss arising from GEOTECHNICAL ENGINEER s discovery of hazardous
matenals or suspected hazardous materials including any costs created by delay of the project and any costs associated with possible
reduction of the property s value. CLIENT will be responsible for ultimate disposal of any samples secured by the
GEOTECHNICAL ENGINEER which are found to be contaminated.
GOVERNING LAW AND SURVIVAL
The law of the State of Texas will govern the validity of these TERMS, their interpretation and performance.
If any of the provisions contained in this AGREEMENT are held illegal, invalid, or unenforceable, the enforceability of the remaining
provisions will not be impaired. Limitations of liability and indemnities will survive termination of the AGREEMENT for any cause.
Page 2 of 2