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Item 4F - ESAAGREEMENT FOR ENGINEERING SERVICES THIS AGREEMENT is made this day of , 2023 by and between the City of Southlake, Texas (hereinafter referred to as "CITY"), and Garver, LLC (hereinafter referred to as "ENGINEER"). WHEREAS, CITY contemplates the need to make utility improvements to the Shady Lane and Lonesome Dove Lift Stations in accordance with the America's Water Infrastructure Act. This project is to be known as the Shady Lane and Lonesome Dove Lift Station Improvements 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 B which is attached hereto and incorporated by reference as if fully set forth herein. 1. 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 performed 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 Agreement 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 Agreement, an equitable adjustment will be made by mutual agreement and this Agreement shall be modified in writing accordingly. Page 1 D. Coordination with Owner The CITY shall make available to ENGINEER for use in performing Services hereunder all existing plans, maps, field notes, statistics 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 conditions 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 work 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 of 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, employees, 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 City a completed Conflicts of Interest Questionnaire as required by Chapter 176 of the Texas Local Government Code. Page 2 I. Approval by CITY Approval by CITY of this Agreement shall not constitute or be deemed to be a release of the responsibility and liability 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 documents. 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 HARMLESS CITY, ITS OFFICERS, AGENTS, AND EMPLOYEES FROM ANY AND ALL DAMAGES, LOSS OR LIABILITY 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 TEXAS 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 1, 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. 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 Page 3 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. 11. 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 Contractors; 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 required for the ENGINEER to provide its services. Page 4 111. 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 a lump sum basis in the amount of $163,000 for Basic Services and on a lump sum basis in an amount of $116,900 (as outlined in Attachment B) with a total not to exceed cost ceiling of $279,900 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 C) for actual time expended and actual out-of-pocket sums expended, such services to be one or more of the following: Make or prepare detailed description of sites, maps, or drawings related 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; Page 5 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. VI1. 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 Vill. VI11. 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 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. Page 6 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: 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 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 Assumed 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 be 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, PROGRESS AND COMPLETION CITY and ENGINEER agree that the Project is planned to be completed by Page 7 December 2024. 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 Services, 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. XI1. 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: 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: Tina E. Hanson, P.E. Garver, LLC 500 West 7th St„ Suite 803 Fort Worth, TX 76102 682-747-5392 TEHanson@GarverUSA.com 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. XV.ARTICLE ATTACHMENTS The following Attachments are hereby incorporated into and made a part of this Agreement: 1. Attachment A — Scope of Services 2. Attachment B — Fee Summary 3. Attachment C - 2023 Garver Hourly Rate Schedule 3. Attachment D — Modifications to Agreement for Engineering Services — In the event of conflict in terms between the Agreement and Attachment D, the terms of Attachment D shall govern. Page 9 CITY OF SOUTHILAKE: By: John Huffman, Mayor ATTEST: By: City Secretary ENGINEER: GARVER, LLC: Daniel N. Olson, P.E. Vice President [Signatures follow] Page 10 I 1 0 1 A fim 111101111101111WARjar-AIN 0 ffl' Before me on this day personally appeared Daniel N. Olson 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 Vice President - of Garver, LLC , 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 6th day of April A.D. 2023 . (SEAL) RM41 ..... , BRIANNA FLY fS Notary Public, State of Taxes W-E Comm. Expires 10-23*026 " $1 11;11110111t' Notary ID 131769255 (?), - I Notary Public, State of Texas l0no I -0 Flym0415,111031111rd1y 1 Page 11 El ATTACHMENT A (SCOPE OF SERVICES) GENERAL Generally, this scope of services includes design, bidding services, and construction support services for improvements recommended in the 2018 Risk and Resilience Assessment in accordance with the America's Water Infrastructure Act (AWIA) to City of Southlake's (CITY) existing Shady Lane and Lonesome Dove Lift Stations (LS). Both lift stations serve as the two largest lift stations for the City and the continued operation of this infrastructure is critical for the City to maintain a level of service to its customers. Due to the vulnerability to lightning strikes which can render lift stations inoperable along with the City's successful use of a mobile dry -pump trailer unit, adding onsite dry -pumps to the two critical lift stations will reduce risk to the lift stations. Improvements primarily consist of adding vacuum - assist self -priming pumps to the existing lift stations, minor electrical improvements, and a condition assessment of the Lonesome Dove LS. BASIC SERVICES 1. TASK 1 — PROJECT ADMINISTRATION 1.1. Kick-off Meeting Garver will hold a kick-off meeting with the City of Southlake (CITY) to confirm goals, schedule, and deliverables for the project. 1.2. Research and Data Collection A. Review existing materials and reports, including those obtained from the CITY, and perform field investigations to establish final improvements. The data reviewed will be used in the development of the PROJECT documents and will include, but not be limited to, the following: 1. CITY details, specifications, design manuals, SCADA controls, and guidelines; 2. Capacity requirements, including anticipated dry and wet weather flows, based on the most recent wastewater master plan; 3. Existing site/facility record drawings, including drawings of the existing force mains; and 4. Information and specifications of the existing mobile dry -pump unit. B. Meet with CITY engineering staff and obtain design criteria, existing easement information, and other information available for the project area. Conduct an on -site review and walk through to assess existing condition. Review all relevant record drawings. 1.3. Project Management and Quality Control/Assurance Plan A. Garver will prepare and provide up to sixteen (16) monthly progress/status reports, sufficient to support monthly billings. Monthly status reports will be submitted with monthly invoices and project updates. Garver will manage all efforts of the project team and maintain appropriate records and documentation of project decisions, modifications, activities, communication, correspondence, and schedules. Attachment A - Scope of Services 1 of 9 22W06660 Southlake Shady Lane & Lonesome Dove LS Improvements CARVER B. Garver will develop a Project Management Plan and Quality Control/Assurance Plan for internal use and will perform Quality Assurance/Quality Control (QA/QC) reviews at major milestones of the project. C. Attend up to two (2) progress meetings during design phases to provide status and progress updates. 2. TASK 2 — PRELIMINARY DESIGN A. Following the kickoff meeting in Task 1, Garver will perform a site visit to the Shady Lane and Lonesome Dove LSs with up to three (3) personnel. B. Garver will develop a 3- to 5-page Preliminary Design Technical Memorandum (TM) to document design criteria for backup pumping, suction and discharge piping, SCADA controls, and other improvements as required. The Preliminary Design TM will consist of the following items: • Document existing site conditions and details of the existing Shady Lane and Lonesome Dove LS. Provide existing and proposed site layouts. • Perform hydraulic analyses for selection of the proposed vacuum -assist self -priming emergency backup pumps. • Design criteria for vacuum -assist self -priming pump suction/discharge piping, valves, structural modifications, force main tie-in, and electrical controls. • Develop Association for the Advancement of Cost Engineering (AACE) Class 3 opinion of probable construction cost (OPCC) and pump lead time. • Identify freeze protection countermeasures for both lift stations. C. Deliverables • Three (3) copies and a digital copy in PDF format of the Preliminary Design TM. • AACE Class 3 OPCC D. Attend one (1) workshop with the CITY to receive comments on the Preliminary Design TM. Incorporate comments from the workshop into final Preliminary Design TM. 3. TASK 3 — DETAILED DESIGN The construction documents will be completed in three (3) design phase deliverables: 60%, 90%, and Bid -Ready Documents. 3.1. 60% Design A. Following city approval of preliminary design, prepare detailed design drawings to a 60% level and include the proposed improvements. The following is the estimated sheet list: • Cover sheet and index (Assume 1 sheet) • General notes, legend, abbreviations (Assume 5 sheets) • Demolition and proposed site plans (Assume 2 sheets) • Improvements plans (Assume 7 sheets) a. Process mechanical sheets (2) b. Electrical (3) c. Structural (2) • Standard details (Assume 1 sheet) Estimated total number of sheets: 16 Attachment A - Scope of Services 2 of 9 22W06660 Southlake Shady Lane & Lonesome Dove LS Improvements CARVER B. Prepare a specification index and technical specifications. No front-end specifications are included in this submittal. C. Prepare an estimate of construction quantities and develop an AACE Class 3 opinion of probable construction costs (OPCC) and pump lead time. D. Deliverables The following will be submitted to the CITY: • Digital copy in PDF format of the 60% plans • Digital copy in PDF format of the 60% technical specifications table of contents. • AACE Class 3 OPCC. E. Conduct a Workshop with the CITY pertaining to the CITY comments and design considerations of the deliverable. 3.2. 90% Design A. Following approval of the 60% design plans, Garver will prepare 90% design plans for all sheets. B. Following approval of the 60% specifications, Garver will prepare 90% specifications. These specifications will include all technical specification and CITY front-end documents including general conditions, supplementary conditions, proposal forms, notice to bidders, bid forms, construction contract, and bond forms. C. Coordinate with the Cities preferred SCADA contractor Prime Controls and develop specifications and incorporate into the design plans. D. Prepare an estimate of construction quantities and develop an AACE Class 2 OPCC and pump lead time. E. Deliverables The following will be submitted to the CITY: • Digital copy in PDF format of the Final Design (90%) plans • Digital copy in PDF format of the 90% specifications. • AACE Class 2 OPCC F. Conduct a Workshop with the CITY pertaining to the CITY comments and design considerations of the deliverable. 3.3. Bid -Ready Design A. Following approval of the 90% design plans, Garver will prepare Bid -Ready design plans for all sheets. B. Following approval of the 90% specifications, Garver will prepare Bid -Ready specifications. These specifications will include all technical specification and CITY front-end documents including proposal forms, notice to bidders, bid forms, and bond forms. C. Update the estimate of construction quantities, develop an AACE Class 2 OPCC, and pump lead time. D. Incorporate comments received on the 90% submittal and prepare Bid -Ready documents. E. Deliverables The following will be submitted to the CITY: Attachment A - Scope of Services 3 of 9 22W06660 Southlake Shady Lane & Lonesome Dove LS Improvements CARVER • Five (5) half size (11"x17") copies and a digital copy in PDF format of the Bid - Ready plans. • Five (8.5"x11 ") copies and a digital copy in PDF format of the Bid -Ready specifications. • AACE Class 2 OPCC 4. TASK 4 — BIDDING SERVICES During the bidding phase of the Project, Garver will: A. Prepare and submit Advertisement for Bids to CITY's Bonfire website and CivCast. CITY will manage Bonfire and will pay advertising costs outside of this contract. Garver will manage CivCast. B. Dispense construction contract documents to prospective bidders through CivCast. C. Support the contract documents by preparing addenda as appropriate. D. Participate in a pre -bid meeting if necessary. E. Attend the bid opening. F. Attend up to two (2) non -mandatory pre -bid site visits with up to two (2) Garver personnel. G. Prepare bid tabulation. H. Evaluate bids and recommend award. 1. Prepare construction contracts. 5. TASK 5 — CONSTRUCTION PHASE SERVICES During the construction phase of work, Garver will accomplish the following: A. The City will issue a Notice to Proceed letter to the Contractor. B. Garver will attend the preconstruction meeting. C. Attend up to two (2) progress/coordination meetings with the Owner/Contractor. D. Attend up to two (2) 8-hour site visits to review electrical/I&C construction progress. E. Evaluate and respond to up to twenty (20) construction material submittals and shop drawings. Corrections or comments made by Garver on the shop drawings during this review will not relieve Contractor from compliance with requirements of the drawings and specifications. The check will only be for review of general conformance with the design concept of the project and general compliance with the information given in the contract documents. The Contractor will be responsible for confirming and correlating all quantities and dimensions, selecting fabrication processes and techniques of construction, coordinating his work with that of all other trades, and performing his work in a safe and satisfactory manner. Garver's review shall not constitute approval of safety precautions or constitute approval of construction means, methods, techniques, sequences, procedures, or assembly of various components. When certification of performance characteristics of materials, systems or equipment is required by the Contract Documents, either directly or implied for a complete and workable system, Garver shall be entitled to rely upon such submittal or implied certification to establish that the materials, systems or equipment will meet the performance criteria required by the Contract Documents. F. Issue instructions to the Contractor on behalf of the CITY and issue necessary clarifications (respond to up to three (3) RFIs) regarding the construction contract documents. G. Prepare and furnish record drawings based on contractor's red -line record drawings. H. Provide periodic construction observation services for the 180-calendar-day construction contract performance time. The proposed fee is based on approximately three (3) visits to Attachment A - Scope of Services 4 of 9 22W06660 Southlake Shady Lane & Lonesome Dove LS Improvements the construction site during the 180-calendar-day construction contract performance time hoobserve testing/startup and others aoneeded. Ifthe construction time extends beyond the time established in this agreement or if the CITY wishes to increase the time or frequency of the observation, the CITY will pay Garver an additional fee agreed to by the CITY and Garver. |. When authorized by the CITY, prepare up to one (1) change order for changes in the work from that originally provided for in the construction contract documents. If redesign or substantial engineering or surveying is required in the preparation of these change order documents, in excess of one (1) change order, the CITY will pay Garver an additional fee tobaagreed upon bythe CITY and Garver. J. Participate in final project inspection and acceptance testing, prepare punch list, and review final project closing documents. The proposed fee for Construction Phase Services is based on a 180-calendarday construction contract performance time. If the construction time extends beyond the time established in this agnaamant, and the CITY wants Garver to continue the applicable Construction Phase Services, the CITY will pay Garver anadditional fee agreed hubythe CITY and Garver. In performing construction observation services, Garver will endeavor to protectthe CITY against defects and deficiencies in the work of the Co ); but Garver cannot guarantee the performance of the Contnautor(o), nor be responsible for the actual supervision of construction operations orfor the oahah/ measures that the Contracbzr(o)takes orshould take. However, ifatany time during construction Garver observes that the Contractor's work does not comply with the construction contract documents, Garver will notify the Contractor of such non-compliance and instruct him to correct the deficiency and/or stop work, auappropriate for the situation. Garver will also record the observance, the discussion, and the actions taken. If the Contractor ounUnuao without satisfactory corrective aotion. Garver will notify the CITY immediately, so that appropriate action under the C|TY's contract with the Contractor can be taken. ADDITIONAL SERVICES G- TASKG—LONESOME DOVE LIFT STATION CONDITION ASSESSMENT In accordance with the America's Water Infrastructure Act AAVVKQ. the City ofSuuth|aha completed a FUek and Resilience Assessment of the Lonesome Dove and Shady Lane L3'o in 2021. One of the most significant threats identified to the Lonesome Dove LS is loss of power utilities. Given the age of the facility, performing a condition assessment of the Lonesome Dove LS, especially the electrical/I&C components, will provide the CITY with an actionable plan to ensure continued operations, reduce risk of future failure, and confirm regulatory compliance. Following the Kickoff Meeting in Task 1 and if approved by the City, Garver will conduct a field investigation for the Lonoaone Dove LS, including visual inspection of the overall equipment and structures and interviews with CITY operations and maintenance staff. This assessment includes up to three (3) technical staff/engineers completing a viaua|, condition -based assessment for prioritizing improve menteTheassessment will include: Attachment A - Scope ofServices 5of9 22VV00000 SouUh|ak*Shady Lane & Lonesome Dove LSImprovements CARVER A. Electrical and Instrumentation Garver will perform a visual inspection of all above -grade electrical equipment including transformer, PLC, MCC, and SCADA panel, as applicable. The visual inspection will denote age, corrosion, and necessary replacement items. B. Mechanical and Structural Garver will perform a visual inspection of all process equipment related to the wastewater conveyance process, including photo and/or video profiles and visual structural condition of the wet well. The visual inspection will denote age, corrosion, and necessary replacement/rehabilitation items. Conveyance equipment will be evaluated based on age and condition as indicated by CITY staff. A desktop hydraulic evaluation of the existing LS pumps and associated force main will be performed to determine recommended improvements. Replacement and rehabilitation recommendations will be noted. C. Wetwell Draw/Fill Test Garver, with support of the CITY, will perform a wetwell draw/fill test for the Lonesome Dove LS for one- and two -pump running configurations to evaluate existing rated pumping and LS firm capacity. This task assumes up to one (1) 8-hour day with up to three (3) Garver personnel. Garver will document results of the wetwell draw/fill test and compare to the capacity documented in the most recent wastewater master plan and original pump manufacturer operating conditions. Recommended improvements will be documented in the TM. D. Regulatory Assessment Garver will evaluate the lift station facility's current compliance with 30 TAC §§217.51 - 217.71, pertaining to lift station design requirements. The design requirements, along with observed deviation, will be noted and summarized in the TM. While on site, Garver will also conduct the following: • Photographs of each facility • Name plate information, as applicable E. Garver will prepare a site plan for the proposed improvements and associated AACE Class 3 OPCC. F. Garver will prepare a Condition Assessment TM to include the visual condition assessment of the Lonesome Dove LS and TCEQ compliance to document Garver's findings and recommendations. Garver will submit a draft form of the technical memorandum and conduct a workshop to review the findings at the facility. Upon receipt and incorporation of comments, three (3) final copies will be delivered to the Owner, including one electronic (PDF) copy of the TM. Attachment A - Scope of Services 6 of 9 22W06660 Southlake Shady Lane & Lonesome Dove LS Improvements CARVER DPlivpmhles- • Photographic documentation of the Lonesome Dove LS • Draft Lift Station Condition Assessment Technical Memorandum (Three (3) hard copies and an electronic file) • Final Lift Station Condition Assessment Technical Memorandum (Three (3) hard copies and an electronic file) 7. TASK 7 — ELECTRICAL REHABILITATION DESIGN Following the Lonesome Dove Lift Station Condition Assessment in Task 6, and if approved by the City, Garver will perform preliminary and detailed design for identified electrical improvements to the Lonesome Dove LS. Garver will update the Preliminary Design TM with identified improvements and construction documents will be completed in three (3) design phase deliverables: 60%, 90%, and Bid - Ready Documents. Basis of design is to upgrade aging electrical components similar to the CITY's Shady Lane LS. 7.1. Preliminary Design A. Garver will add a section to the Preliminary Design TM with identified electrical rehabilitation and upgrade items and update the OPCC. 7.2. 60% Design A. Following city approval of preliminary design, prepare detailed design drawings to a 60% level and include the proposed improvements. The following additional sheets are anticipated to be included in the sheet estimate provided in Task 3. This task assumes a single construction package for all identified improvements. • Electrial plans (Assume 10 sheets) • Structural plans (Assume 2 sheets) Total Additional Sheets: 12 B. Update specification index and technical specifications. No front-end specifications are included in this submittal. C. Update estimate of construction quantities and develop an AACE Class 3 opinion of probable construction costs (OPCC). 7.3. 90% Design A. Following approval of the 60% design plans, Garver will prepare 90% design plans for the additional sheets. B. Following approval of the 60% specifications, Garver will prepare 90% specifications. These specifications will include all technical specification and CITY front-end documents including general conditions, supplementary conditions, proposal forms, notice to bidders, bid forms, construction contract, and bond forms. C. Coordinate with the Cities preferred SCADA contractor Prime Controls and develop specifications and incorporate into the design plans. D. Prepare an estimate of construction quantities and develop an AACE Class 2 OPCC. Attachment A - Scope of Services 7 of 9 22W06660 Southlake Shady Lane & Lonesome Dove LS Improvements CARVER A. Following approval of the 90% design plans, Garver will prepare Bid -Ready design plans for the additional sheets. B. Following approval of the 90% specifications, Garver will prepare Bid -Ready specifications. These specifications will include all technical specification and CITY front-end documents including proposal forms, notice to bidders, bid forms, and bond forms. C. Update the estimate of construction quantities and develop an AACE Class 2 OPCC. D. Incorporate comments received on the 90% submittal and prepare Bid -Ready documents. 8. TASK 8 — ADDITIONAL CONSTRUCTION PHASE SERVICES This scope of services assumes a single construction phase for all identified improvements. If Task 7 is approved by the CITY, Garver will provide the following additional construction phase services in conjunction with Task 5: A. Attend up to one (1) additional progress/coordination meeting with the Owner/Contractor. B. Evaluate and respond to up to ten (10) additional construction material submittals and shop drawings. C. Garver's electrical engineer will participate in final project inspection and acceptance testing, prepare punch list, and review final project closing documents. 9. EXTRA WORK The following items are not included under this agreement but will be considered as extra work: A. Redesign for the CITY's convenience or due to changed conditions after previous alternate direction and/or approval. B. Advertisement/bidding services in addition to those listed herein. C. Submittals or deliverables in addition to those listed herein. D. Design of lift station rehabilitation or improvements in addition to those identified in Tasks 3 and 7. E. Design of any utilities relocation other those identified in this scope of work. F. Retaining walls or other significant structural design beyond that required for the improvements defined herein. G. Street lighting or other electrical design beyond that required for the improvements defined herein. H. Preparation of a Storm Water Pollution Prevention Plan (SWPPP). The construction contract documents will require the Contractor to prepare, maintain, and submit a SWPPP to the Texas Commission on Environmental Quality (TCEQ). I. Construction materials testing. J. Environmental Handling and Documentation, including wetlands identification or mitigation plans or other work related to environmentally or historically (culturally) significant items. K. Coordination with FEMA and preparation/submittal of a CLOMR and/or LOMR. L. Services after construction, such as warranty follow-up, operations support, field testing, etc. M. Factory witness testing. Extra Work will be as directed by the Owner in writing for an additional fee as agreed upon by the Owner and Garver. Attachment A - Scope of Services 8 of 9 22W06660 Southlake Shady Lane & Lonesome Dove LS Improvements 10.SCHE0ULE Garver shall begin work under this Agreement within ten (10) days of Notice to Proceed and shall complete the work in accordance with the schedule below: Task 1—Project Administration Task 2—Preliminary Design Task 3 — Detailed Design Task 4—Bidding Services Task 5—Construction Phase Services Calendar 14days from Notice tnProceed (NTP)and ongoing 4bdays from Kickoff Meeting 140days from Task 2comments 60days from Task 3comments 180days from Contractor NTP TaakG—LoneaomeOoveUftStaUon 60days from NTp Condition Assessment Task 7—Electrical Rehabilitation 140days from NTP(concurrent with Task 3) Design Task 8—Additional Construction 180days from Contractor NTP (concurrent with Task Phase Services 5) Attachment A - Scope nfServices SofS 22W06600 SouUh|ak*Shady Lane & Lonesome Dove LSImprovements ATTACHMENT B City of Southlake Lonesome Dove and Shady Lane LS Imps FEE SUMMARY Basic Services Section Estimated Fees TASK 1 - PROJECT ADMINISTRATION $ 14,700.00 TASK 2 - PRELIMINARY DESIGN $ 17,700.00 TASK 3 - DETAILED DESIGN $ 79,400.00 TASK 4 - BIDDING SERVICES $ 23,200.00 TASK 5 - CONSTRUCTION PHASE SERVICES $ 28,000.00 Subtotal for Basic Services Section $ 163,000.00 Additional Services Section Estimated Fees TASK 6 - LONESOME DOVE LIFT STATION CONDITION ASSESSMENT $ 32,300.00 TASK 7 - ELECTRICAL REHABILITATION DESIGN $ 78,400.00 TASK 8 - ADDITIONAL CONSTRUCTION PHASE SERVICES $ 6,200.00 Subtotal for Additional Services Section $ 116,900.00 Total All Services $ 279,900.00 L:\2022\22W06660 - Southlake LS Imps 2023\Contracts\Client\Draft\Exhibit B -Garver Fee Spreadsheet - Southlake 2023 LS Imps 1.13.2023 R01 ATTACHMENT C City of Southlake Lonesome Dove and Shady Lane LS Imps 2023 Garver Hourly Rate Schedule Classification Rates Classification Rates Engineers / Architects Resource Specialists E-1 $ 120.00 RS-1 $ 96.00 E-2 $ 139.00 RS-2 $ 133.00 E-3 $ 175.00 RS-3 $ 188.00 E-4 $ 196.00 RS-4 $ 246.00 E-5 $ 239.00 RS-5 $ 308.00 E-6 $ 294.00 RS-6 $ 379.00 E-7 $ 398.00 RS-7 $ 431.00 Planners Environmental Specialists P-1 $ 144.00 ES-1 $ 96.00 P-2 $ 181.00 ES-2 $ 127.00 P-3 $ 225.00 ES-3 $ 154.00 P-4 $ 251.00 ES-4 $ 191.00 P-5 $ 290.00 ES-5 $ 240.00 ES-6 $ 293.00 Designers ES-7 $ 376.00 D-1 $ 112.00 ES-8 $ 425.00 D-2 $ 145.00 D-3 $ 156.00 Project Controls D-4 $ 181.00 PC-1 $ 99.00 PC-2 $ 136.00 Technicians PC-3 $ 173.00 T-1 $ 87.00 PC-4 $ 222.00 T-2 $ 111.00 PC-5 $ 271.00 T-3 $ 135.00 PC-6 $ 333.00 T-4 $ 170.00 PC-7 $ 428.00 Surveyors Administration / Management S-1 $ 54.00 AM-1 $ 69.00 S-2 $ 71.00 AM-2 $ 93.00 S-3 $ 95.00 AM-3 $ 130.00 S-4 $ 137.00 AM-4 $ 165.00 S-5 $ 181.00 AM-5 $ 203.00 S-6 $ 206.00 AM-6 $ 250.00 2-Man Crew (Survey) $ 207.00 AM-7 $ 301.00 3-Man Crew (Survey) $ 261.00 M-1 $ 481.00 2-Man Crew (GPS Survey) $ 227.00 3-Man Crew (GPS Survey) $ 281.00 Construction Observation C-1 $ 106.00 C-2 $ 136.00 C-3 $ 166.00 C-4 $ 204.00 C-5 $ 244.00 Attachment C - 2023 Garver Hourly Rate Schedule Southlake Shady Lane & Lonesome Dove LS Improveme 22W06660 ATTACHMENT D MODIFICATIONS TO AGREEMENT FOR ENGINEERING SERVICES I. ENGINEERING SERVICES A. The parties hereby modify Article I, Subsection C, Changes, to add the following to the end of the Subsection, "Notwithstanding any provision to the contrary, ENGINEER shall be entitled to an equitable adjustment in the cost and/or schedule for circumstances outside the reasonable control of ENGINEER, including modifications in the scope of Services, applicable law, codes, or standards after the effective date of this Agreement." B. Subsection D of Article 1 of the Agreement, Coordination with Owner, is modified to add the following to the end of the Subsection, "CITY shall be responsible for all requirements and instructions that it furnishes to ENGINEER pursuant to this Agreement, and for the accuracy and completeness of all programs, reports, data, and other information furnished by CITY to ENGINEER pursuant to this Agreement. ENGINEER may use and rely upon such requirements, programs, instructions, reports, data, and information in performing or furnishing services under this Agreement, subject to the provisions set forth in Subsection E of Article I of the Agreement below. ENGINEER may use or rely upon design elements and information ordinarily or customarily furnished by others including, but not limited to, specialty contractors, manufacturers, suppliers, and the publishers of technical standards." C. Subsection 1 of Article I of the Agreement, Approval by the CITY, paragraph 1 is deleted and re -stated to read as follows: "Approval by CITY of this Agreement shall not constitute or be deemed to be a release of the responsibility and liability of ENGINEER, its officers, agents, employees, and subcontractors for the technical accuracy and competency, in compliance with Texas Local Government Code § 271.904(d), of the Services performed under this Agreement, including but not limited to surveys, designs, working drawings and specifications and other engineering documents." D. Subsection J of Article 1 of the Agreement, Indemnification, is deleted and re- stated to read as follows: "ENGINEER SHALL AND DOES HEREBY AGREE TO INDEMNIFY AND HOLD HARMLESS CITY, ITS OFFICERS, AGENTS, AND EMPLOYEES FROM ANY AND ALL THIRD PARTY DAMAGES, LOSS OR LIABILITY, BY REASON OF DEATH OR BODILY INJURY TO PERSONS, OR DAMAGES TO TANGIBLE PROPERTY 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, BUT ONLY TO THE EXTENT Modifications to Agreement for Engineering Services Page 1 of 4 Southlake Shady Lane & Lonesome Garver Project No. 22W06660 Dove Lift Station Improvements PERMITTED UNDER ENGINEER'S PROFESSIONAL LIABILITY POLICY. THE PROVISIONS OF THIS SECTION ARE SUBJECT TO THE LIMITATIONS OF TEXAS LOCAL GOVERNMENT CODE SECTION 271.904 AND SHALL BE CONSTRUED TO THAT EFFECT." E. The following language is added to Article I of the Agreement as Subsection M, MUTUAL WAIVER OF CONSEQUENTIAL DAMAGES: "TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER CITY, ENGINEER, NOR THEIR RESPECTIVE PERSONNEL SHALL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR EXEMPLARY DAMAGES, OR DAMAGES ARISING FROM OR IN CONNECTION WITH LOSS OF USE, LOSS OF REVENUE OR PROFIT (ACTUAL OR ANTICIPATED), LOSS BY REASON OF SHUTDOWN OR NON -OPERATION, INCREASED COST OF CONSTRUCTION, COST OF CAPITAL, COST OF REPLACEMENT POWER OR CUSTOMER CLAIMS WHETHER BASED IN CONTRACT, TORT, OR NEGLIGENCE INCLUDING GROSS NEGLIGENCE, STRICT LIABILITY, WARRANTY, INDEMNITY, ERROR AND OMISSION, OR ANY OTHER CAUSE WHATSOEVER, AND CITY HEREBY RELEASES ENGINEER, AND ENGINEER RELEASES CITY, FROM ANY SUCH LIABILITY." F. The following language is added to Article I of the Agreement as Subsection N, LIMITATION OF LIABILITY: "IN RECOGNITION OF THE RELATIVE RISKS AND BENEFITS OF THE PROJECT TO BOTH THE CITY AND ENGINEER, CITY HEREBY AGREES THAT ENGINEER'S AND ITS PERSONNEL'S TOTAL LIABILITY UNDER THE AGREEMENT, WHETHER THE CLAIM IS BASED IN CONTRACT, TORT, OR NEGLIGENCE INCLUDING GROSS NEGLIGENCE, STRICT LIABILITY, WARRANTY, INDEMNITY, ERROR AND OMISSION, OR ANY OTHER CAUSE WHATSOEVER, SHALL BE LIMITED TO TWO (2) TIMES THE AMOUNT OF COMPENSATION ACTUALLY RECEIVED BY ENGINEER FROM CITY." II. TERMINATION The provisions of Article V111 are hereby modified and amended to allow ENGINEER at least ten (10) days' opportunity to cure in the event CITY seeks termination of the Agreement due to default. Upon the effective date of the termination 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. Modifications to Agreement for Engineering Services Page 2 of 4 Southlake Shady Lane & Lonesome Garver Project No. 22W06660 Dove Lift Station Improvements 1) Subsection 1 of Article IX of the Agreement is amended to add the following language to the end of the Subsection: "Notwithstanding anything to the contrary herein, ENGINEER shall retain ownership of its underlying intellectual property, if any, unless provided by CITY, such that it may continue its business in the ordinary course." 2) Subsection 2 of Article IX of the Agreement is amended to add the following language at the end of the Subsection: "CITY shall, to the extent permitted under applicable law, indemnify and defend ENGINEER from third party claims caused by such reuse, change or alteration." IV. INSURANCE Article X of the Agreement is deleted and re -stated as follows: "ENGINEER shall carry and maintain at all times relevant hereto, at ENGINEER's expense, insurance of the type and of the 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 thirty 30 days' notice of cancellation of coverage. ENGINEER shall provide thirty (30) days' notice of material change. 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 insurance 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 insurance coverage has been approved by CITY. Such insurance shall be in the amount of $1,000,000 per claim and shall include coverage of Contractually Assumed 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 Modifications to Agreement for Engineering Services Page 3 of 4 Southlake Shady Lane & Lonesome Garver Project No. 22W06660 Dove Lift Station Improvements coverage required herein has been obtained by ENGINEER, and such certificate shall contain the provision that such insurance shall not be cancelled or reduced in limits without thirty (30) days prior written notice to CITY. ENGINEER shall notify CITY within thirty (30) days of any material modification in such Professional Liability (Errors and Omissions) Insurance." V. VENUE•LAW A. Article XIV of the Agreement is amended to include the following language at the end of the Article: "The prevailing party shall be entitled to recover its attorneys' fees, costs, and expenses, including arbitrator fees and costs and AAA fees and costs. EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, ANY AND ALL RIGHT TO TRIAL BY JURY." VI. ATTACHMENTS Article XV of the Agreement is hereby modified to add the following to the end of the Article: "In the event of conflict in terms the following order of precedence shall govern: First: Attachment D — Modification to Agreement for Engineering Services Second: this Agreement Third: Attachment A - Scope of Services Fourth: Attachment B — Fee Summary" All terms and conditions of the Agreement not modified herein remain unchanged and in full force and effect. Modifications to Agreement for Engineering Services Page 4 of 4 Southlake Shady Lane & Lonesome Garver Project No. 22W06660 Dove Lift Station Improvements