R2000-083 06-26-00RESOLUTION NO. R2000-83
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 AND NICHOLS, INC.-LOCKWOOD,
ANDREWS & NEWMAN FOR ENGINEERING SERVICES
ASSOCIATED WITH THE DESIGN AND CONSTRUCTION OF
PEARLAND PARKWAY BEGINNING 1700 FEET NORTH OF
FM 518 TO BELTWAY 8.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section l. That certain contract by and between the City of Pearland and
Walsh/Freese and Nichols, Inc.-Lockwood, Andrews & Newman, 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 and Nichols, Inc.-Lockwood,
Andrews & Newman for engineering services associated with the design and
construction of Pearland Parkway beginning 1700 feet north of FM 518 to Beltway 8.
PASSED, APPROVED and ADOPTED this the 26th day of
A.D., 2000.
ATTEST:
TOM REID
MAYOR
RESOLUTION NO. R2000-83
APPROVED AS TO FORM:
DARRIN M. COKER
CITY ATTORNEY
1
AGREEMENT FOR PROFESSIONAL SERVICES
•
STATE OF TEXAS
COUNTY OF BRAZORIA §
This AGREEMENT is entered into by the City of Pearland, hereinafter called "OWNER" and
Walsh/Freese and Nichols, Inc. -Lockwood, Andrews, & Newnam, Project Team, hereinafter called "WFN-
LAN". In consideration of the AGREEMENTS herein, the parties agree as follows:
EMPLOYMENT OF WFN-LAN: In accordance with the terms of this AGREEMENT: OWNER
agrees to employ WFN-LAN; WFN-LAN agrees to perform professional services in connection
with the Project; OWNER agrees to pay to WFN-LAN compensation. The Project is described as
follows: Preparation of plans and specifications for full -boulevard design of Pearland Parkway from
Sta. 31+00 to Sta. 92+00 (south property line of Beazer Homes Development) and from Sta.
120+00 to 186+00 (Beltway 8), including complete design of round -about and drainage way
crossings; and assist the OWNER in bidding and construction of the northbound lanes (half -
boulevard) of the Project.
II. SCOPE OF SERVICES: WFN-LAN shall render professional services in connection with Project
as set forth in Attachment SC - Scope of Services and Responsibilities of OWNER which is
attached to and made a part of this AGREEMENT.
III. COMPENSATION: OWNER agrees to pay WFN-LAN for all professional services rendered
under this AGREEMENT in accordance with Attachment CO - Compensation which is attached
hereto and made a part of this AGREEMENT. WFN-LAN 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 total Project construction cost of $10,853,000, the basic fee for Preliminary and
Design Phase of the total Project is estimated to be $599,628 ($10,853,000 x 6.5% x 85% _
$599,628). This fee will be adjusted upon receipt of bids as outlined in Attachment CO. For
Additional Services as defined in Article IA, a total budget of $160,159 is proposed. The basic fee
for engineering services during the Phase 1 construction (northbound lanes) is estimated to be
$64,000 ($6,325,000 x 6.75% x 15%= $64,000). Details concerning the fees are included in
Attachment CO.
W. TERMS AND CONDITIONS OF AGREEMENT: The Terms and Conditions of Agreement
as set forth as Attachment TC shall govern the relationship between the OWNER and WFN-LAN.
Nothing under this AGREEMENT shall be construed to give any rights or benefits in this AGREEMENT
to anyone other than OWNER and WFN-LAN, and all duties and responsibilities undertaken pursuant to
this AGREEMENT will be for the sole and exclusive benefit of OWNER and WFN-LAN and not for the
benefit of any other party.
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This AGREEMENT constitutes the entire AGREEMENT between OWNER and WFN-LAN and
supersedes all prior written or oral understandings.
This contract is executed in two counterparts.
IN TESTIMONY HEREOF, they have executed this AGREEMENT, the,day of June, 2000.
AI I EST:
CITY OF PEARLAND
By: c ).91,77
WALSH/FREESE AND NICHOLS, INC.
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WFN ,2%3
OWNER
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SCOPE OF SERVICES AND RESPONSIBILITIES OF OWNER
ARTICLE I
ATTACHMENT SC
BASIC SERVICES: WFN-LAN shall render the following professional services in connection with the
development of the Project:
A. PRELIMINARY AND DESIGN PHASE
1. Attend preliminary conference(s) with the OWNER to establish requirements for the Project and review
available data.
2. Conduct the necessary field surveying to gather information for the purpose of design of the Project
(Additional Services). Scope of work does not include any services related to preparation of metes & bounds
descriptions for the right-of-way acquisition.
3. Conduct a geotechnical investigation to assist in the design of roadway and drainage way crossings
(Additional Services). See attachment for subcontractor's detailed scope of work.
4. Conduct hydraulic modeling and analysis for the purpose of flood plain and flood way drainage impact and
mitigations (Additional Services). See attachment for subcontractor's detailed scope of work.
5. Conduct the necessary field and office work to determine the amount of fill in areas designated "wetland",
if any, and assist the OWNER in applying for a permit from Corps of Engineers (Additional Services). See
attachment for subcontractor's detailed scope of work.
6. Conduct the necessary preliminary and final engineering and prepared construction plans and details for the
Project consisting of: project layout, roadway and storm sewer design, drainage crossing structures, geometric
design of round -about, plan/profile sheets of pavement and storm sewers, pavement and storm sewer details,
construction notes, and other related plans and details.
7. Prepare pavement marking and roadway signage plans.
8. Prepare traffic control plans for tie-in at Beltway 8 (Additional Services).
Prepare landscape/irrigation system plans and details (Additional Services). See attachment for
subcontractor's scope of work.
10. Prepare stormwater pollution prevention plans (Additional Services).
11. Prepare bid quantities for the work authorized by the OWNER.
12. Prepare a post -design construction cost estimate. WFN-LAN shall not be required to guarantee the accuracy
of the estimate.
13. Designate the scope of Phase 1 construction (northbound lanes) of the Project on plans.
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WFN
OWNER
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14. Prepare detailed Specifications and Contract documents for the construction authorized by the OWNER
(northbound lanes).
15. Conduct periodical meeting with the OWNER to report Project progress and resolve design issues. Submit
copies of plans to the OWNER for interim and final review and comments.
16. Assist the OWNER in coordination with Brazoria Drainage District No. 4, TxDOT, Harris County Flood
Control District Corps of Engineers, Harris County, Harris County Toll Authority, and other agencies to
acquire approvals/construction permits.
17. Assist the OWNER in coordination with Beazer Homes Development (Additional Services).
18. Furnish to the OWNER ten (10) copies of approved plans, Specifications, and Contract Documents, one (1)
set of tracing of plans, one (1) set of original specifications, and electronic files of plans on AUTOCAD
software.
B. BID OR NEGOTIATION PHASE. Upon completion of the design services and approval of "Final" drawings
and specifcations and designation of Phase 1 construction by OWNER, WFN-LAN 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 project 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 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-LAN during construction. Additional sets of documents can be provided as an
additional service.
8. Furnish contractor copies of the drawings and specifications for construction pursuant to the General
Conditions of the Construction Contract.
WFN
OWNER
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C. CONSTRUCTION PHASE: Upon completion of the bid or negotiation phase services, WFN-LAN will
proceed with the performance of construction phase services as described below. WFN-LAN will endeavor
to protect OWNER in providing these services. However, it is understood that WFN-LAN does not
guarantee the Contractor's performance, nor is WFN-LAN responsible for supervision of the Contractor's
operation and employees. WFN-LAN 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-LAN 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-LAN 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-LAN standards are used, the OWNER agrees to
include provisions in the construction contract documents that will require the construction contractor to include
WFN-LAN and their subconsultants on this project to be listed 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 of the 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.
4. Based on WFN-LAN'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-
LAN 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
work is proceeding in accordance with the Construction Contract Documents. In this effort WFN-LAN will
endeavor to protect the OWNER against defects and deficiencies in the work of Contractors and will report
any observed deficiencies to OWNER WFN-LAN 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-LAN
WFN PP
OWNER
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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 to implement modifications in the design of the
project. 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-LAN 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-LAN 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-LAN will be at the Schedule of
Hourly Rates (see Exhibit `B")..
ARTICLE II
ADDITIONAL SERVICES: Additional Services to be performed by WFN-LAN, 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.
OWNER
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SC-4
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-LAN.
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
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-LAN 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-LAN 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-
LAN or WFN-LAN'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-
LAN informs him in writing that any 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. Performing 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-LAN 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.
WFN 12-
OWNER
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Q. Performing investigations, studies, and analysis of work proposed by construction contractors to correct
defective work.
R. Design, contract modifications, studies or analysis required to comply with local, State, Federal or other
regulatory agencies that become effective after the date of this agreement.
Services required to resolve bid protests or to rebid the projects for any reason.
T. 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-LAN.
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. Providing follow-up professional services during Contractor's warranty period.
BB. Providing geotechnical engineering services including test borings, sampling and analysis, and
recommendations.
ARTICLE III
TIME OF COMPLETION: WFN-LAN 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 two hundred seventy (270) calendar days thereafter Review periods by City and other agencies, and
acquiring approvals and permits have not been accounted for. WFN-LAN 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-LAN's services are delayed or suspended in whole or in part by OWNER,or if WFN-LAN's services are
extended by the Contractor's actions or in actions for more than 90 days through no fault of WFN-LAN, WFN-LAN
shall be entitled to equitable adjustment of schedule and compensation.
WFN
OWNER
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ARTICLE IV
RESPONSIBILITIES OF OWNER: OWNER shall perform the following in a timely manner so as not to delay
the services of WFN-LAN•
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-LAN'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-LAN by placing at WFN-LAN'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-LAN to enter upon public and private property as
required for WFN-LAN to perform services under this AGREEMENT
E. Examine all studies, reports, sketches, drawings, specifications, proposals and other documents presented
by WFN-LAN, 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-LAN.
F. 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.
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 may be required
for the Project, such legal services as OWNER may require or WFN-LAN 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 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-LAN 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-LAN or WFN-LAN'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 Project begins. 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.
WFN RP
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OWNER
K. Attend the pre -bid conference, bid opening, preconstruction conferences, construction progress and other
job related meetings and substantial completion inspections and final payment inspections.
L. Give prompt written notice to WFN-LAN whenever OWNER observes or otherwise becomes aware of any
development that affects the scope or timing of WFN-LAN's services, or any defect or nonconformance
of the work of any Contractor.
M. Furnish, or direct WFN-LAN 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-LAN and OWNER designate the following representatives:
Owner's Designated Representative - (Alan Mueller, 3519 Liberty Drive, Pearland, Texas 77581 (281) 652-1650)
WFN-LAN's Project Manager - (Mehran Bavarian, P.E., 2010 E. Broadway, Pearland, Texas 77581, (281)
485 2404)
WFN-LAN's Accounting Representative - (Judy Blair, 2010 E. Broadway, Pearland, Texas 77581, (281) 485 2404)
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WFN Ric)
OWNER
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PERCENT OF CONSTRUCTION
For and in consideration of the services to be rendered by WFN-LAN, OWNER shall pay the fees
hereinafter set forth.
A. 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.
"Salary Cost" is defined as the cost of payroll for WFN-LAN and WFN-LAN'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 1.85 times payroll payments. This factor is adjusted annually.)
3. "Sub -Contract Expense" is defined as the expense that is incurred by WFN-LAN 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-LAN
for supphes, transportation and equipment, travel, communications, subsistence and lodging away
from home and similar incidentals in connection with that assignment.
B. BASIC SERVICES
1. For providing Basic Services as described in Article I for the Project, WFN-LAN shall be paid a
Basic Fee computed as a percentage of the construction cost of the total Project (full -boulevard).
This fee shall be based on Fee Curve shown on Exhibit "A".
For the purposes of preparing monthly statements for the Preliminary and Design Phases
(Attachment SC, Article IA), 85% of the Basic Fee shall be used If construction bids are received
and a contract is not awarded, payment to WFN-LAN shall be 85% of the Basic Fee times the
lowest bona fide bid received adjusted to reflect total Project (full -boulevard) If construction bids
are not received within six (6) months of the submission of final documents by WFN-LAN payment
to WFN-LAN shall be 85% of the Basic Fee times the final opinion of probable construction cost of
total project developed and agreed to by OWNER and WFN-LAN
For the purposes of preparing monthly statements for the construction phase (Attachment SC,
Articles 11B & C), 15%, of the Basic Fee shall be used. The Basic Fee shall be computed based on
Fee Curve shown on Exhibit "A" time the lowest bona fide bid received for the portion of the
project authorized by the OWNER.
WFN A%3
CO-1 OWNER
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2. If a portion(s) of the Project is deleted by OWNER following submittal of the Preliminary Phase,
the payment to WFN-LAN 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-LAN 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.
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-
LAN.
C ADDITIONAL SERVICES:
a. Additional Services as described in Article IA for this Project shall be invoiced either based on our
Schedule of Hourly Rates (see Exhibit "B") or subcontract fee plus 10%, as applicable. The
Additional Services for this Project areas follows:
a. Topographical field surveying for the purpose of design
(cost not -to -exceed) $ 33,000
b. Traffic control plans for tie-in @ Beltway 8 (cost not -to -exceed) $ 2,500
c. Geotechnical Investigation, Subcontract plus 10% $ 14,443
d. Special Hydraulic Modeling & Analysis, Subcontract
plus 10%
e. Environmental Services for Purpose of wetland delineation
and Corps of Engineers Permit, Subcontract plus 10%
f. Landscape/Irrigation System Design, Subcontract
plus 10%
g. Budget for extra coordination with TxDOT and other
agencies
h. Budget for coordination with Beazer Homes Development
i. Budget for miscellaneous reimbursables
Total, Additional Services
$ 34,590
$ 48,431
$ 13,695
$ 5,000
$ 4,000
$ 4,500
$160,159
If other Additional Services as described in Attachment SC, Article II, are required, WFN-LAN shall be
compensated as follows:
CO-2
WFN
OWNER
A:\PrI.Prk W ay. Agi m t.. wpd
a. Where the services of individuals are supplied by WFN-LAN, as authorized by OWNER, payment
for these services will be based on salary costs times a multiplier of 2.85, 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-LAN shall be
reimbursed a actual cost times a multiplier of 10%
WFN R/
CO-3 OWNER
A:\PrI.PrkWay.Agrmt.Avpd
ATTACHMENT TC
8-20-96
TERMS AND CONDITIONS OF AGREEMENT
1. DEFINITIONS: The term Owner as used herein refers to the City of Pearland. The term WFN as used herein refers to
Walsh/ Freese and Nichols, Inc., its employees and agents; also its subcontractors and their employees and agents. As used
herein, Services refers to the professional services performed by Walsh/ Freese and Nichols pursuant to the AGREEMENT
2. CHANGES: Owner, without invalidating the AGREEMENT, may order changes within the general scope of the WORK
required by the AGREEMENT by altering, adding to and/or deducting from the WORK to be performed If any change
under this clause causes an increase or decrease in WFN's cost of, or the time required for, the performance of any part of
the Services under the AGREEMENT, an equitable adjustment will be made by mutual agreement and the AGREEMENT
modified in writing accordingly.
3. TERMINATION: The obligation to provide services under this AGREEMENT may be terminated by either party upon
ten days' written notice In the event of ternnation, WFN will be paid for all services rendered and reimbursable expenses
incurred to the date of termination and, m addition, all reimbursable expenses directly attributable to termination.
4. INFORMATION FURNISHED BY OWNER: Owner will 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. WFN shall have no liability for defects or negligence in the Services attributable to WFN s reliance upon or use of
data, design criteria, drawings, specifications or other information furnished by Owner WFN shall disclose to Owner, prior
to use thereof defects or omissions in the data, design criteria, drawings, specifications or other information furnished by
Owner to WFN that WFN may reasonably discover in its review and inspection thereof.
5. INSURANCE: WFN shall provide to Owner certificates of insurance which shall contain the following minimum coverage
(All limits in thousands):
Commercial General Liability
General Aggregate $2,000
Automobile Liability (Any Auto)
CSL $1,000
Workers' Compensation
Each Accident $500
Professional Liability
$3,000 Annual Aggregate
7. SUBCONTRACTS: If, for any reason at any time during the progress of providing Services, Owner determines that
any subcontractor for WFN is incompetent or undesirable, Owner will notify WFN accordingly and WFN shall take
immediate steps for cancellation of such subcontract. Subletting by subcontractors shall be subject to the same
regulations. Nothing contamed in the AGREEMENT shall create any contractual relation between any subcontractor
and Owner.
8. OWNERSHIP OF DOCUMENTS: All drawings, reports data and other project information developed in the execution
of the Services provided under this AGREEMENT shall be the property of the Owner upon payment of WFN s fees for
services. WFN may retain copies for record purposes. Owner agrees such documents are not intended or represented
to be suitable for reuse by Owner or others. Any reuse by Owner or by those who obtained said documents from Owner
without written verification or adaptation by WFN will be at Owner's sole risk and without liability or legal exposure
to WFN, or to WFN's independent associates or consultants, and Owner shall indemnify and hold harmless WFN and
WFN's independent associates and consultants from all claims, damages, losses and expenses including attorneys' fees
arismg out of or resulting therefrom. Any such verification or adaptation will entitle WFN to further reasonable
compensation. WFN may reuse all drawings, report data and other project information in the execution of the Services
provided under this AGREEMENT in WFN s other activities. Any reuse by WFN will be at WFN's sole risk and without
liability or legal exposure to Owner, and WFN shall indemnify and hold harmless Owner from all claims, damages, losses
and expenses including attorneys' fees arising out of or resulting therefrom.
WFN Rif
OWNER
9 POLLUTANTS AND HAZARDOUS WASTES: It is understood and agreed that WFN has neither created nor
contributed to the creation or existence of any hazardous,radioactive,toxic,irritant,pollutant,or otherwise dangerous
substance or condition at the site,if any,and its compensation hereunder is in no way commensurate with the potential
risk of injury or loss that may be caused by exposures to such substances or conditions. The parties agree that in
performing the Services required by this AGREEMENT,WFN does not take possession or control of the subject site,
but acts as an invitee in performing the services,and is not therefore responsible for the existence of any pollutant present
on or migrating from the site. Further, WFN shall have no responsibility for any pollutant during clean-up,
transportation,storage or disposal activities.
10 OPINION OF PROBABLE COSTS: WFN will furnish an opinion of probable project development cost based on
present day cost,but does not guarantee the accuracy of such estimates. Opinions of probable cost,financial evaluations,
feasibility studies,economic analyses of alternate solutions and utilitarian considerations of operations and maintenance
costs prepared by WFN hereunder will be made on the basis of WFN's experience and qualifications and represent
WFN's judgement as an experienced and qualified design professional. It is recognized,however,that WFN does not
have control over the cost of labor,material,equipment or services furnished by others or over market conditions or
contractors'methods of determining their prices.
11 CONSTRUCTION REPRESENTATION If required by the AGREEMENT, WFN will furnish Construction
Representation according to the defined scope for these services. WFN 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,WFN will endeavor to protect Owner against defects and deficiencies in the work of Contractors;WFN will
report any observed deficiencies to Owner,however,it is understood that WFN does not guarantee the Contractor's
performance,nor is WFN responsible for the 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 the safety precautions and programs incident to the work of the Contractor. WFN shall not be responsible for the acts
or omissions of any person(except his own employees or agent)at the Project site or otherwise performing any of the
work of the Project. If Owner designates a person to serve in the capacity of Resident Project Representative who is not
a WFN's employee or WFN'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 AGREEMENT before the Construction Phase of
the Project begins.
12. PAYMENT: Progress payments may be requested by WFN based on the amount of services completed. Payment for
the services of WFN shall be due and payable upon submission of a statement for services to OWNER. 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 AGREEMENT will be added to WFN's
compensation.
If OWNER fails to make any payment due WFN for services and expenses within thirty(30)days after receipt of WFN's
statement for services therefore,the amounts due WFN will be increased at the rate of one percent(1%)per month from
said thirtieth(30th)day,and,in addition,WFN may,after giving seven(7)days'written notice to OWNER,suspend
services under this AGREEMENT until WFN has been paid in full,all amounts due for services,expenses and charges.
13 ARBITRATION: No arbitration arising out of, or relating to, this AGREEMENT involving one party to this
AGREEMENT may include the other party to this AGREEMENT without their approval.
14 SUCCESSORS AND ASSIGNMENTS: OWNER and WFN each are hereby bound and the partners, successors,
executors, administrators and legal representatives of OWNER and WFN are hereby bound to the other party to this
AGREEMENT and to the partners,successors,executors,administrators and legal representatives(and said assigns)of
such other party,in respect of all covenants,agreements and obligations of this AGREEMENT
Neither OWNER nor WFN shall assign, sublet or transfer any rights under or interest in (including, but without
limitation,moneys that may become due or moneys that are due)this AGREEMENT without the written consent of the
other,except to the extent that any assignment,subletting or transfer is mandated by law or the effect of this limitation
may be restricted by law Unless specifically stated to the contrary in any written consent to an assignment, no
assignment will release or discharge the assignor from any duty or responsibility under this AGREEMENT Nothing
contained in this paragraph shall prevent WFN from employing such independent associates and consultants as WFN
may deem appropriate to assist in the performance of services hereunder.
15 PURCHASE ORDERS. If a Purchase Order is used to authorize WFN's Services, only the terms,
conditions/instructions typed on the face of the Purchase Order shall apply to this AGREEMENT Should thEre be any
conflict between the Purchase Order and the terms of this AGREEMENT,then this AGREEMENT shall prevail and shall
be determinative of the conflict. p p
WFN RP
OWNER
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FOR ROADS, BRIDGES, AND RELATED SEANCES.
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BASIC SERVICES PERCENT
"Exhibit B"
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
BluelmesBlacklines
Offset and Xerox Copies
Binding
Tape Binding
Travel
$0.325 per mile
MIN MAX
125
95
65
45
45
35
50
65
40
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 tunes 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 M www.freese.com