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Item 4GItem 4G M E M O R A N D U M (January 15, 2019) To: Shana Yelverton, City Manager From: Rob Cohen, Director of Public Works Subject: Approve an engineering services agreement with Freese and Nichols to provide construction management services for the widening of N. White Chapel from Emerald Boulevard to Highland Street, in an amount not to exceed $450,000. Action Requested: Approve an engineering services agreement with Freese and Nichols to provide construction management services for the widening of N. White Chapel from Emerald Boulevard to Highland Street, in an amount not to exceed $450,000. Background Information: This project will widen the segment of N. White Chapel Road to its ultimate 4 lane, divided section from Emerald Boulevard, adjacent to the Bicentennial Park entrance to the roundabout currently being constructed at Highland Street. This project will most importantly increase the capacity of N. White Chapel with the addition of lanes but will also feature many other amenities including a median to feature landscaping and decorative hardscape. The project will also include the completion of the permanent traffic signal at Ascot Drive at the main entrance into Carroll High School. The project will also replace the existing wooden fences and screening walls with a continuous masonry screening wall along the east side of the project. An 8’ concrete trail will be built adjacent to the screening wall as well as a 5’ concrete walk along the west side of the road. While Huitt-Zollars has developed the design plans, staff has engaged Freese and Nichols to provide professional construction management services to oversee this $12 million project. The services under this agreement will not be a duplication of services being provided by the engineer of record. These services will serve as a force multiplier to execute the project while staff focuses on the integrated and targeted community outreach efforts that are expected to last for the 24 month duration of this high profile project. Staff has worked with Freese and Nichols to develop this project specific scope for expected support needs during both the Item 4G bid and construction phases. The anticipated support is expected to be more intense at the onset of the project however Freese and Nichols will provide in-the-field project and construction management for the duration. Additional services include engineering, project controls, and scheduling support to effectively track and deliver this project on schedule and within budget. These services will be billed at an hourly rate with an estimated not to exceed budget of $450,000. Financial Considerations: The N. White Chapel Road project was funded via the General, Roadway Impact Fee and Utility Funds over the past 10+ years. Tarrant County has also committed to $2.2 million to this widening project. Strategic Link: The N. White Chapel Road project links to the City’s strategy map relative to the focus areas of Mobility and Infrastructure. The specific corporate objectives that are met by this construction project are to (C2) Provide travel convenience within City & region and (F2) Invest to provide & maintain high quality public assets. The critical business outcomes are to (CB02) Enhance mobility through aggressive traffic management initiatives and capital project implementation and (CB05) Improve quality of life through progressive implementation of Southlake’s Comprehensive Plan recommendations. Citizen Input/ Board Review: This project has been the subject of multiple public meetings over the past decade. Legal Review: The proposed agreement is a standard agreement that the City Attorney has reviewed and approved. Alternatives: The Council may approve the engineering services agreement or deny it. Supporting Documents: Agreement with Freese and Nichols, Inc. Staff Recommendation: Approve an engineering services agreement with Freese and Nichols to provide construction management services for the widening of N. White Chapel from Emerald Boulevard to Highland Street, in an amount not to exceed $450,000. Staff Contact: Rob Cohen, Director of Public Works Kyle D. Hogue, P.E., Deputy Director/City Engineer Page 1 AGREEMENT FOR ENGINEERING SERVICES THIS AGREEMENT is made this _____ day of ____________, 2017 by and between the City of Southlake, Texas (hereinafter referred to as “CITY”), and Freese and Nichols, Inc. (hereinafter referred to as “ENGINEER”). WHEREAS , CITY contemplates the need to procure professi onal construction management services to oversee the N. White Chapel Road expansion from Emerald Boulevard to Highland Street. This project is to be known as the N. White Chapel Emerald to Highland Project Management project and hereinafter referred to as the “Project”. WHEREAS , ENGINEER is qualified, able, and desirous of performing the necessary engineering work upon which the Project is based and is willing and able to work with CITY staff to organize and coordinate the professional services necessary to complete the Project. NOW, THEREFORE, CITY engages ENGINEER to perform, and ENGINEER agrees to perform, the engineering work for the Project, as more fully described herein below, and CITY agrees to pay as compensation, and ENGINEER agrees to accept as compensation, the payments on the dates and in the amounts herein specified, all in accordance with the terms more fully set out below and as provided in Attachment A which is attached hereto and incorporated by reference as if fully set forth herein. I. ARTICLE ENGINEERING SERVICES A. Scope of Work ENGINEER will provide the supervision, direction, personnel and equipment to perform the engineering Services outlined in Attachment A in accordance with the terms set forth in this Agreement and in Attachment A . B. Definitions Services refer to the professional services perfo rmed by ENGINEER pursuant to this Agreement. C. Changes CITY, without invalidating the Agreement, may order changes within the general scope of the work required by the Agreeme nt by altering, adding to and/or deducting from the work to be performed. If any change 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 Page 2 Agreement, an equitable adjustment will be made by mutual agreement and this Agreement shall be modified in writing accordingly. D. Coordination w ith Owner The CITY shall make available to ENGINEER for use in performing Services hereunder all existing plans, maps, field notes, statisti cs computations and other data in the CITY’s possession relative to existing facilities and to the Project. E. Site and Local Conditions ENGINEER has the right to examine the site in order to become acquainted with local conditions and accepts conditi ons at the site unless otherwise noted in writing to the CITY. Any coordination or scheduling of work by CITY shall not relieve ENGINEER from its responsibilities specified hereunder. Necessary arrangement for access to any site by ENGINEER’s employees will be made with CITY. F. Assignment and Subcontractors/Third Party Rights The rights and obligations covered herein are personal to each party hereto and not to any third party and for this reason neither this Agreement nor any contract hereunder shall be assigned by either party in whole or in part; nor shall ENGINEER subcontract any of its obligations under this Agreement without the prior written consent of CITY. G. Independent Contractor ENGINEER covenants and agrees that it will perform the wor k hereunder as an independent contractor, and not as an officer, agent, servant, or employee of CITY; that ENGINEER shall have exclusive control of and exclusive right to control the details o f the work performed hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors, subcontractors, and consultants; that the doctrine of respondent superior shall not apply as between CITY and ENGINEER, its officers, agents, emplo yees, contractors, subcontractors, and consultants, and nothing herein shall be construed as creating a partnership or joint enterprise between CITY and ENGINEER. H. Disclosure By signature of this contract, ENGINEER warrants to CITY that it has made full disclosure in writing of any existing conflicts of interest or potential conflicts of interest, including personal financial interests, direct or indirect, in property abutting the proposed Project and business relations with abutting property owners. ENGINEER further warrants that it will make disclosure in writing of any conflicts of interest that develop subsequent to the signing of this contract and prior to final payment under the contract. Finally, Engineer warrants that it has submitted to the C ity a completed Conflicts of Interest Questionnaire as Page 3 required by Chapter 176 of the Texas Local Government Code. I. Approval by CITY Approval by CITY of this Agreement shall not constitute or be deemed to be a release of the responsibility and liabili ty of ENGINEER, its officers, agents, employees, and subcontractors for the accuracy and competency of the Services performed under this Agreement, including but not limited to surveys, designs, working drawings and specifications and other engineering doc uments. Such approval shall not be deemed to be a waiver or an assumption of such responsibility and liability by CITY for any negligent act, error, or omission in the performance of ENGINEER’s professional services or in the conduct or preparation of the subsurface investigations, surveys, designs, working drawings and specifications or other engineering documents by ENGINEER, its officers, agents, employees and subcontractors, it being the intent of the parties that approval by CITY signifies the CITY’s approval of only the general design concept of the Improvements to be constructed. J. Indemnification ENGINEER SHALL AND DOES HEREBY AGREE TO INDEMNIFY AND HOLD HARMLESS CITY, ITS OFFICERS, AGENTS, AND EMPLOYEES FROM ANY AND ALL DAMAGES, LOSS OR LIABIL ITY OF ANY KIND WHATSOEVER, BY REASON OF DEATH OR INJURY TO PROPERTY OR PERSON CAUSED BY ANY OMISSION OR NEGLIGENT ACT OF ENGINEER, ITS OFFICERS, AGENTS, EMPLOYEES, INVITEES, OR OTHER PERSONS FOR WHOM IT IS LEGALLY LIABLE, WITH REGARD TO THE PERFORMANCE OF THIS CONTRACT, AND ENGINEER WILL, AT ITS COST AND EXPENSE, DEFEND, PAY ON BEHALF OF, AND PROTECT CITY AND ITS OFFICERS, AGENTS, AND EMPLOYEES AGAINST ANY AND ALL SUCH CLAIMS AND DEMANDS. THE PROVISIONS OF THIS SECTION ARE SUBJECT TO THE LIMITATIONS OF TE XAS LOCAL GOVERNMENT CODE SECTION 271.904 AND SHALL BE CONSTRUED TO THAT EFFECT. K. No Third Party Beneficiary For purposes of this Agreement, including its intended operation and effect, the parties specifically agree and contract that: (1) this Agreement only affects matters/disputes between the parties to this Agreement, and is in no way intended by the parties to benefit or otherwise affect any third person or entity (except the indemnitees identified or described in Article I, Section J., above), notwithstanding the fact that such third person or entities may be in a contractual relationship with CITY and ENGINEER, or both; and (2) the terms of this Agreement are not intended to release, either by contract or operation of law, any third person or entity from obligations they owe to either CITY or ENGINEER. Page 4 L. Successors and Assigns CITY and ENGINEER each bind themselves and their successors, executors, administrators and assigns to the other party to this Agreement and to the successors, executors, administrators and assigns of such other party with respect to all covenants of this Agreement. Neither CITY nor ENGINEER shall assign or transfer its interest in this Agreement without prior written consent of the other. II. ARTICLE CITY’S RESPONSIBILITIES CITY will: 1. Provide full information as to CITY’s requirements for the Project; 2. Assist ENGINEER by placing at ENGINEER’s disposal all information in CITY’s control or knowledge which is pertinent to the Project, including executed right-of-way easements and final field survey data; 3. Examine all work presented by ENGINEER and respond within reasonable time and in writing to the material submitted by ENGINEER; 4. Pay all costs incident to advertising for obtaining bids or proposals from C ontractors; 5. Give prompt written notice to ENGINEER whenever CITY observes or otherwise becomes aware of any defect in ENGINEER’s work or in Contractor’s work; 6. Designate in writing a person to act as its representative with respect to this Agreement, such person having complete authority to transmit instructions, receive information, and make or interpret the CITY’s decisions; 7. Provide all information and criteria as to the CITY’s requirements, objectives, and expectations for the Project including all numerical criteria that are to be met and all standards of development, design, or construction. 8. Provide to the ENGINEER all previous studies, plans, or other documents pertaining to the Project and all new data reasonably necessary in the ENGINEER’s opinion, such as site survey and engineering data, environmental impact assessments or statements, zoning or other land use regulations, etc., upon all of which the ENGINEER may rely; and 9. Arrange for access to the site and other private or public property as Page 5 required for the ENGINEER to provide its services. 10. Provide any other information or assistance as outlined in Attachment B hereto. III. ARTICLE COMPENSATION FOR ENGINEERING SERVICES The CITY shall compensate ENGINEER for services rendered under this Agreement, in accordance with the following: For the completion of the work contemplated in Article I, the ENGINEER shall be paid on an hourly basis plus expenses i n an amount not to exceed $450,000 (as outlined in the attached proposal) as billed monthly by ENGINEER. IV. ARTICLE TIMES OF BILLING AND PAYMENT The ENGINEER shall bill CITY monthly for any services and expenses incurred in accordance with the work performed subject to the limits set out in Article III. Payment shall be due within thirty (30) days of receipt by CITY of a properly prepared and correct invoice from ENGINEER. ENGINEER’s invoices shall be accompanied by such records or other written proof as CITY deems necessary to verify the billings. Invoices shall be made to City Finance Department’s office at 1400 Main Street, Suite 440, Southlake, Texas 76092. If CITY fails to make payment due ENGINEER within thirty (30) days of the day when payment for services and expenses is due under the terms of this Agreement, ENGINEER shall be entitled to interest on such unpaid sums at the rate provided in Chapter 2251 of the Texas Government Code. V. ARTICLE ADDITIONAL ENGINEERING SERVICES In addition to performing the engineering services set out in Article I, hereof, ENGINEER agrees to perform additional services as requested by CITY from time to time and CITY agrees to compensate ENGINEER for such services in accordance with ENGINEER’s standard hourly fee and expenses (see Attachment B) for actual time expended and actual out-of-pocket sums expended, such services to be one or more of the following: 1. Make or prepare detailed description of sites, ma ps, or drawings related Page 6 thereto and outside the scope of the Project; 2. Appearances before courts or boards on matters of litigation or hearings related to the Project; 3. Preparation of environmental impact assessments or statements for any governmental agency; 4. Miscellaneous engineering work for CITY not related to the Project; 5. To provide resident project construction inspection, unless such inspection is not required, in writing, by the CITY; 6. Other services agreed to by the parties in writing and incorporated herein. VI. ARTICLE STANDARD OF CARE In performing its professional services, the ENGINEER will use that degree of care and skill ordinarily exercised, under similar circumstances, by reputable members of its profession in the same locality at the time the services are provided and in accordance with any applicable governmental laws, regulations and ordinances. VII. ARTICLE PERIOD OF SERVICE This Agreement shall be effective upon execution by CITY and ENGINEER, and shall remain in force until work is completed on the Project or until terminated under the provisions hereinafter provided in Article VIII. VIII. ARTICLE TERMINATION The CITY may terminate this Agreement at any time for convenience , with or without cause by giving written notice to the ENGINEER. Such termination may be made effective on such future date as agreed by the parties, but absent such agreement shall be immediate. Upon receipt of such notice the ENGINEER shall immediately discontinue all services and work and the placing of all orders or the entering into contracts for supplies, assistance, facilities, and materials in connection with the performance of this Agreement and shall proceed to cancel promptly all existing contracts insofar as they are chargeable to this Agreement. The ENGINEER, upon termination, shall be paid for all services rendered through Page 7 the date of termination together with any additional reimbursable expense then due. IX. ARTICLE OWNERSHIP OF DOCUMENTS 1. All completed or partially completed reports prepared under this Agreement, including the original drawings in both paper and electronic formats , shall become the property of CITY if this Agreement is terminated. Upon completion and payment of the contract, the final design, drawings, specifications and documents in both paper and electronic formats shall be owned by CITY. 2. Reuse, change or alteration by CITY or others acting by or on behalf of CITY of such documents without the permission of ENGINEER shall be at CITY’s sole risk. X. ARTICLE INSURANCE ENGINEER shall carry and maintain at all times relevant hereto, at ENGINEER’s expense, insurance of the type and of minimum coverage limits as follows: 1. Workers Compensation - Statutory Employer’s Liability - Limits as required by the State of Texas. 2. Comprehensive General Liability, Bodily Injury and Property Damage including contractual liability in a combined single limit - $500,000 per occurrence. 3. Comprehensive Automotive Liability, Bodily Injury and Property Damage in a combined single limit - $1,000,000 per accident. Certificates of insurance for the above coverage in a form acceptable to CITY, evidencing the coverage required above, shall be provided to CITY within ten (10) business days after execution of this Agreement and prior to issuing Notice to Proceed . Such certificates shall provide that the insurer will give CITY not less than ten (10) days notice of any material changes in or cancellation of coverage. In the event any subcontractor of ENGINEER, with or without CITY’s consent, provides or renders services under this Agreement, ENGINEER shall ensure that the subcontractor’s services are covered by the same insurance limits as set forth above. ENGINEER shall not commence work under this Agreement until it has obtained Professional Liability (Errors and Omissions) Insurance as required hereunder and such Page 8 insurance coverage has been approved by CITY. Such insurance shall be in the minimum amount of $1,000,000 and shall include coverage of Contractually Assum ed Liability. The insurance coverage prescribed herein shall be maintained until one (1) year after CITY’s acceptance of the construction project and shall not be canceled without prior written notice to CITY. In this connection, upon the signing and return of this Agreement by ENGINEER, a Certificate of Insurance shall be furnished to CITY as evidence that the insurance coverage required herein has been obtained by ENGINEER, and such certificate shall contain the provision that such insurance shall not b e cancelled or modified without thirty (30) days prior written notice to CITY. ENGINEER shall notify CITY within ten (10) days of any modification or alteration in such Professional Liability (Errors and Omissions) Insurance. XI. ARTICLE AUTHORIZATION, PR OGRESS AND COMPLETION CITY and ENGINEER agree that the Project is planned to be completed by May 2021. ENGINEER shall employ manpower and other resources, and use professional skill and diligence to meet the schedule; however, ENGINEER shall not be responsible for schedule delays resulting from conditions beyond its control. By mutual agreement, CITY and ENGINEER may modify the Project schedule during the course of the Project and if such modifications affect ENGINEER’s compensation, it shall be modified accordingly, subject to CITY’s approval. It is understood that this Agreement contemplates full and complete engineering services for this Project, including any and all Services necessary to complete the work. For additional Engineering Servi ces, the authorization by CITY shall be in writing and shall include the definition of the services to be provided, the schedule for commencing and completing the services, and the basis for compensation as agreed upon by CITY and ENGINEER. XII. ARTICLE NOTICE Any notice required under this Agreement will be in writing and given either personally, by registered or certified mail, return receipt requested, or by a nationally recognized overnight courier service, addressed to the parties as follows: Page 9 If to CITY: Shana Yelverton City Manager City of Southlake 1400 Main Street, Suite 460 Southlake, Texas 76092 Phone: 817-748-8400 Fax: 817-748-8010 If to ENGINEER: Thomas Haster, P.E. Principal-in-Charge Freese and Nichols, Inc. 2220 San Jacinto Boulevard, Suite 330 Denton, TX 76205 Phone: (817) 735-7238 Fax: (817) 735-7491 All notice shall be effective upon the date of receipt. XIII. ARTICLE SEVERABILITY In the event that any provision of this Agreement shall be found to be void or unenforceable, such finding shall not be construed to render any other provisions of this Agreement either void or unenforceable. All provisions, which are void or unenforceable , shall not substantially affect the rights or obligations granted to or undertaken by either party. XIV. ARTICLE VENUE-LAW Venue of any suit or cause of action under this Agreement shall lie exclusively in Tarrant County, Texas. This Agreement shall be construed in accordance with the laws of the State of Texas. IN WITNESS WHEREOF the parties have caused this Agreement to be executed in two equal originals on the date and year first above mentioned. Page 10 CITY OF SOUTHLAKE: By: _________________________________ Laura Hill, Mayor ATTEST: By: _________________________________ City Secretary ENGINEER: FREESE AND NICHOLS, INC. By: _________________________________ Thomas Haster, P.E., Principal-in-Charge THE STATE OF TEXAS § COUNTY OF TARRANT § Before me on this day personally appeared ______________ known to me [or proved to me on the oath of _______________ or through ___________________ (description of identity card or other document)] to be the person whose name is subscribed to the foregoing instrument and that he/she is the duly authorized ______________________ of _____________________________, and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed. Given under my hand and se al of office this _____ day of __________, A.D.______. ______________________________________ (SEAL) Notary Public, State of Texas ____________________________________ Notary’s Name Printed 2220 San Jacinto Blvd., Suite 330 Denton, Texas 76205 940-220-4340 FAX 817-735-7491 www.freese.com September 17, 2018 Rob Cohen Public Works Director Town of Southlake 1400 Main Street Southlake, TX 76092 RE: Project and Construction Management Services Dear Mr. Cohen: Freese and Nichols (FNI) appreciates this opportunity to assist the Town of Southlake with Project Management and Construction Phase services. We fully understand the importance of having a single point of contact to work side-by-side with the Town to resolve day-to-day engineering issues. FNI strives to be knowledgeable, responsive and represent the best interests of the Town. We have the ability to readily dedicate the resources of a full slate of comprehensive transportation, water, wastewater, storm water, developmental review, program management, environmental, architectural, energy and construction-phase services to develop innovative, cost-effective solutions for the Town’s engineering needs. FNI will contract with a real estate company, to work as a subconsultant of FNI, based on the needs of the projects to acquire right of way on behalf of the Town. We understand at this time the project you would like for us to begin helping you with is White Chapel Boulevard. In order to better understand the scope of what you need for this project, we would like to begin obtaining from you a schedule, overall construction cost and overall status of the project including the ROW acquisition. We have included in the charts only the fees associated with the work performed by FNI and will need to meet with you to tailor and scope/fee the ROW services such as Pre-acquisition services (ownership and easement information), Title services, Appraisals, Property Owner contact, etc. if needed as it is not included in the fee. Please find Attachment A – Scope of Services including a rate sheet for the services to be provided. The chart below explains the projected cost plus not to exceed fee associated with the work discussed at our meeting and emails received from Kyle Hogue. Base Support: Project Management or Construction Management 3 days/week for the first 6 months 2 days/week for the next 18 months Additional Support: Project Mgmt/Const. Mgmt Misc. (as needed) 6 hrs/week Engineering Support Misc. (as needed) 2 hrs/week 2 Project Controls Support Project Controls and Reporting (3 hrs/week) Scheduling Support Develop/maintain Schedule (2 hrs/week) Expenses mileage, computer time, etc. Budget Impacts Month Time Frame Base Support 3 days/week for 6 months – Year 1 $155,009 2 days/week for 6 months – Year 1 $111,706 Year 1 Total = $226,715 2 days/week for 12 months – Year 2 $223,412 Years 1 and 2 Total = $450,127 We are excited about continuing to work with Southlake on any upcoming projects. Please feel free to contact me directly if you have any questions. Sincerely, Thomas Haster, P.E. Rebecca P. Diviney, P.E. Principal-in-Charge Project Manager 817-735-7238 940-220-4366 thomas.haster@freese.com Rebecca.diviney@freese.com ATTACHMENT A Scope of Services Project Management and Construction Management Services ARTICLE I ENGINEER will provide the supervision, direction, personnel and equipment to perform the Services outlined in Attachment A in accordance with the terms set forth in this Agreement and Attachment A. BASIC SERVICES: ENGINEER shall render the following professional services in connection with the development of the project: Provide Project Management and Construction Management Services and operate as an extension of the CITY’S staff with respect to projects identified by the CITY. To that end, ENGINEER shall represent and promote the interests of the CITY throughout all aspects and phases of the CITY’S activities and shall, when and as requested by the CITY, fully support the CITY in its dealings with contractors and suppliers, engineers and other consultants, the CITY’S legal counsel, right-of-way acquisition consultants, traffic engineering consultants, governmental entities and the public. ENGINEER shall provide Project Management and Construction Management Services for projects identified by CITY personnel. Project Management Services may involve one or more activities for all project phases to include, but not limited to: project identification and estimation, design consultant selection, construction bid, administrative oversight of onsite construction, construction inspection, and project close out. Other services could include coordinating and conducting public involvement meetings, project update presentations to the public, staff and City Council, and project scheduling/tracking. A. BID OR NEGOTIATION PHASE: 1. Assist the CITY in conducting a pre-bid conference for the construction projects and coordinate responses with Owner. 2. Monitor the bid process and maintenance of relevant bid information. Items may include: general bid information, plan holders, addenda and bid results. 3. Coordinate with the CITY’S Purchasing Department that project contract documents meet CITY’S requirements. 4. Prepare bid award resolution for Council actions. B. CONSTRUCTION PHASE: ENGINEER will endeavor to protect CITY in providing these services however, it is understood that ENGINEER does not guarantee the Contractor’s performance, nor is ENGINEER responsible for 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 any safety precautions and programs relating in any way to the condition of the premises, the work of the Contractor or any Subcontractor. ENGINEER 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. 1. Assist CITY 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 proposed estimate of monthly cash requirements of the project from information provided by the Construction Contractor. 2. Establish communication procedures with the CITY and contractor. Submit bi-monthly reports of construction progress. Reports will describe construction progress in general terms and summarize project costs, cash flow, construction schedule and pending and approved contract modifications. 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. Produce monthly reports indicating the status of all submittals in the review process. 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 ENGINEER’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 ENGINEER recommends Contractor be paid on monthly and final estimates, pursuant to the General Conditions of the Construction Contract. 5. Make visits appropriate to the stage of construction 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 ENGINEER will endeavor to protect the CITY against defects and deficiencies in the work of Contractors and will report any observed deficiencies to CITY. 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 CITY and is not included in the services to be performed by ENGINEER. 8. Interpret the drawings and specifications for CITY and Contractor(s). Investigations, analyses, and studies requested by the Contractor(s) and approved by CITY, 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 CITY to determine the cost and time impacts of these changes. Prepare change order documentation for approved changes for execution by the CITY. Documentation of field orders, where cost to CITY 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 CITY are an additional service. Substitutions of materials or equipment or design modifications requested by the CITY 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 CITY 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 CITY if appropriate. 11. Conduct, in company with CITY 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). 12. Coordinate the project close-out process with the CITY and the Contractor(s). ARTICLE II ADDITIONAL SERVICES: Additional Services to be performed by ENGINEER, if authorized by CITY, 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 CITY. F. Providing renderings, model and mock-ups requested by the CITY. G. Making revisions to drawings, specifications or other documents when such revisions are 1) consistent with approvals or instructions previously given by CITY or 2) due to other causes not solely within the control of ENGINEER. 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 CITY. J. Preparing applications and supporting documents for government grants, loans, or planning advances and providing data for detailed applications. K. 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. L. Conducting pilot plant studies or tests. M. Preparing Operation and Maintenance Manuals or conducting operator training. N. Preparing data and reports for assistance to CITY 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. O. Furnishing the services of a Resident Project Representative to act as CITY’S on-site representative during the Construction Phase. The Resident Project Representative will act as directed by ENGINEER 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, ENGINEER shall endeavor to provide further protection for CITY against defects and deficiencies in the work. Furnishing the services of a Resident Project Representative is subject to the provisions of Article I, D. If CITY provides personnel to support the activities of the Resident Project Representative who is ENGINEER or ENGINEER’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. CITY agrees that whenever ENGINEER informs him in writing that any such personnel provided by the CITY are, in his opinion, incompetent, unfaithful or disorderly, such personnel shall be replaced. P. Furnishing Special Inspections required under chapter 17 of the International Building Code. These Special Inspections are often continuous, requiring an inspector dedicated to inspection of the individual work item, and they are in additional to General Representation and Resident Representation services noted elsewhere in the contract. These continuous inspection services can be provided by ENGINEER as an Additional Service. Q. Preparation of Conformed or “As Bid” plans and specifications for use during the construction phase. These documents shall involve the incorporation of addenda items into the Contract Documents through modification of the electronic files and reprinting of the plans and specifications inclusive of the incorporated changes. R. Assisting CITY in preparing for, or appearing at litigation, mediation, arbitration, dispute review boards, or other legal and/or administrative proceedings in the defense or prosecution of claims disputes with Contractor(s). S. Performing investigations, studies and analyses of substitutions of equipment and/or materials or deviations from the drawings and specifications. T. Assisting CITY 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 ENGINEER on a fee basis negotiated by the respective parties outside of and in addition to this Agreement. U. 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. V. Performing investigations, studies, and analysis of work proposed by construction contractors to correct defective work. W. 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. X. Services required to resolve bid protests or to rebid the projects for any reason. Y. 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. Z. Providing services after the completion of the construction phase not specifically listed in Article I. AA. 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 CITY. BB. Providing services made necessary because of unforeseen, concealed, or differing site conditions or due to the presence of hazardous substances in any form. CC. Providing services to review or evaluate construction contractor(s) claim(s), provided said claims are supported by causes not within the control of ENGINEER. DD. Providing value engineering studies or reviews of cost savings proposed by construction contractors after bids have been submitted. EE. Preparing statements for invoicing or other documentation for billing other than for the standard invoice for services attached to this professional services Agreement. FF. Provide follow-up professional services during Contractor’s warranty period. GG. Provide Geotechnical investigations, studies and reports. ARTICLE III TIME OF COMPLETION: ENGINEER is authorized to commence work on the project upon execution of this Agreement and agrees to complete the services in accordance with the following schedule: Services to begin at the time of executed agreement for a period of 24 months from that date. If ENGINEER’S services are delayed through no fault of ENGINEER, ENGINEER shall be entitled to adjust contract schedule consistent with the number of days of delay. These delays may include but are not limited to delays in CITY or regulatory reviews, delays on the flow of information to be provided to ENGINEER, governmental approvals, etc. These delays may result in an adjustment to compensation as outlined on the face of this Agreement and in this Attachment A. ARTICLE IV RESPONSIBILITIES OF CITY: CITY shall perform the following in a timely manner so as not to delay the services of ENGINEER: A. Designate in writing a person to act as CITY’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 CITY’S policies and decisions with respect to ENGINEER’S services for the project. B. Provide all criteria and full information as to CITY’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 CITY will require to be included in the drawings and specifications. C. Assist ENGINEER by placing at ENGINEER’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 ENGINEER to enter upon public and private property as required for ENGINEER to perform services under this Agreement. E. Provide such accounting, independent cost estimating and insurance counseling services as may be required for the project, such legal services as CITY may require or ENGINEER 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 CITY 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 FIN 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. F. CITY shall determine, prior to receipt of construction bid, if ENGINEER is to furnish Resident Project Representative service, so the Bidders can be informed. G. If CITY designates a person to serve in the capacity of Resident Project Representative who is not ENGINEER or ENGINEER’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 together with such adjustment of compensation as appropriate. H. Attend the pre-bid conference, bid opening, preconstruction conferences, construction progress and other job-related meetings and substantial completion inspections and final payment inspections. I. Give prompt written notice to ENGINEER whenever CITY observes or otherwise becomes aware of any development that affects the scope or timing of ENGINEER’S services, or any defect or nonconformance of the work of any Contractor. J. Furnish, or direct ENGINEER to provide, Additional Services as stipulated in Attachment A, Article II of this Agreement or other services as required. K. Bear all costs incident to compliance with the requirements of this Article IV. ARTICLE V DESIGNATED REPRESENTATIVES: ENGINEER and CITY designate the following representatives: CITY’S Designated Representative – CITY’S Accounting Representative – ENGINEER’S Designated Representative – Rebecca Diviney, 4055 International Plaza, Suite 200, Fort Worth, Texas 76109, Rebecca.diviney@freese.com, 940-220-4366 ENGINEER’S Accounting Representative – Jana Collier, 4055 International Plaza, Suite 200, Fort Worth, Texas 76109, jvc@freese.com, 817-735-7354