RESO 2007-11 - Approve engineering agreement w/Alan Plummer Associates for TRA expansionRESOLUTION NO. 2007-11
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF HUNTSVILLE, TEXAS, APPROVING TRINITY RIVER
AUTHORITY ENTERING INTO AN ENGINEERING
AGREEMENT WITH ALAN PLUMMER ASSOCIATES
FOR IMPROVEMENTS TO THE HUNTSVILLE
REGIONAL WATER SUPPLY PLANT AND
COMMITTING THE CITY OF HUNTSVILLE TO FUND
THE COSTS OF SAID AGREEMENT
WHEREAS, the TRINITY RIVER AUTHORITY OF TEXAS (hereinafter called
"AUTHORITY ") owns and operates the Huntsville Regional Water Supply System
(hereinafter called "HRWSS ") which supplies water to the CITY OF HUNTSVILLE,
TEXAS (hereinafter called "CITY ") and its customers; and
WHEREAS, the AUTHORITY has completed a preliminary evaluation of the
HRWSS treatment plant; and
WHEREAS, this preliminary evaluation revealed the need for new filters,
chemical feed systems, high service pumps, electrical service, clearwell storage with
baffles, nitrate removal facilities, and sludge disposal facilities at the treatment plant site;
and
WHEREAS, the Authority desires to initiate design of the proposed treatment
plant improvements (hereinafter called the "PROJECT "); and
WHEREAS, the AUTHORITY desires to obtain engineering services in
connection with the PROJECT; and
WHEREAS, the PROJECT will be funded by the CITY in amount not to exceed
$878,000 and the AUTHORITY understands and agrees that no work will be authorized
under this AGREEMENT until funding for the PROJECT is secured from CITY; and
WHEREAS , Council finds the PROJECT will benefit CITY and is in the interests
of the health, safety and welfare of its citizens
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF HUNTSVILLE, TEXAS, that the CITY hereby approves AUTHORITY lawfully
entering into an agreement with Alan Plummer Associates to provide engineering
services for the PROJECT and agrees to fund in an amount not to exceed $878,000 for
all costs associated with said agreement.
Passed and Approved by the City Council of the City of Huntsville, Texas on this
the 11044- day of Cc''-, 2O07.
Danna Welter, City Secretary
Appro ed as to Form.
Thomas A.
eep
orney
. Turner, Mayor
EXHIBIT A
ENGINEERING SERVICES AGREEMENT
FOR THE
TRINITY RIVER AUTHORITY OF TEXAS
STATE OF TEXAS
COUNTY OF TARRANT
THIS AGREEMENT is made and entered into as of the 24th day of October, 2007, by
and between the TRINITY RIVER AUTHORITY OF TEXAS, with its principal office at 5300
South Collins Street, Arlington, Tarrant County, Texas 76018 (hereinafter called "AUTHORITY ")
and the firm of ALAN PLUMMER ASSOCIATES, INC., with its principal office at 1320 S.
University, Suite 300, Fort Worth, Tarrant County, Texas 76107 (hereinafter called
"ENGINEER ").
WITNESSETH:
WHEREAS, the AUTHORITY owns and operates the Huntsville Regional Water Supply
System (hereinafter called "HRWSS ") which supplies water to the City of Huntsville and its
customers; and
WHEREAS, the ENGINEER has completed a preliminary evaluation of the HRWSS
treatment plant; and
WHEREAS, this preliminary evaluation revealed the need for new filters, chemical feed
systems, high service pumps, electrical service, clearwell storage with baffles, nitrate removal
facilities, and sludge disposal facilities at the treatment plant site; and
WHEREAS, the Authority desires to initiate design of the proposed treatment plant
improvements (hereinafter called the "PROJECT "); and
WHEREAS, the AUTHORITY desires to obtain engineering services in connection with
the PROJECT; and
WHEREAS, the ENGINEER represents that it is qualified and capable of performing the
engineering services proposed herein, is acceptable to the AUTHORITY, and is willing to enter
into an AGREEMENT with the AUTHORITY to perform such services; and
WHEREAS, the PROJECT will be funded by the City of Huntsville and the ENGINEER
understands and agrees that no work will be authorized under this AGREEMENT until funding
for the PROJECT is secured from the City of Huntsville.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained
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herein, AUTHORITY and ENGINEER agree as follows:
ARTICLE I
RETAINER
The AUTHORITY agrees to retain the ENGINEER and the ENGINEER agrees to
perform engineering services in connection with the PROJECT. The AUTHORITY agrees to
pay and the ENGINEER agrees to accept fees as specified hereinafter as full and final
compensation for the services authorized and accomplished.
It is understood and agreed that no professional services of any nature shall be
undertaken under this AGREEMENT by the ENGINEER until ENGINEER is instructed in writing
by the AUTHORITY'S General Manager or his designated representative to commence with the
work.
ARTICLE II
PROFESSIONAL QUALITY
ENGINEER shall be responsible for the professional quality, technical accuracy, timely
completion, and coordination of all designs, drawings, documents, estimates, specifications,
reports, studies and other material (all items collectively hereinafter called "PROJECT
DOCUMENTS ") and services furnished by the ENGINEER under this AGREEMENT. Approval
by the AUTHORITY of PROJECT DOCUMENTS, services, and incidental engineering services
shall not in any way relieve the ENGINEER of responsibility for the technical accuracy of the
engineering services performed. The AUTHORITY'S review, approval or acceptance of, or
payment for any of the services described herein shall not be construed to operate as a waiver
of any rights under this AGREEMENT or of any cause of action arising out of the performance
of this AGREEMENT.
ARTICLE III
BASIC ENGINEERING SERVICES
ENGINEER agrees to perform BASIC ENGINEERING SERVICES in connection with the
PROJECT as hereinafter stated, in accordance with the stipulations within this AGREEMENT.
The ENGINEER shall perform BASIC ENGINEERING SERVICES necessary for the
development of the PROJECT as follows:
A. TASK I — PRELIMINARY DESIGN FOR EXPANSION UP TO FIRM CAPACITY OF 12
MGD
(1) Water Treatment Plant Preliminary Design
(a) Develop process design as follows:
(i)
Perform process calculations for sizing the facilities for the selected
process;
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(ii) Determine minimum, maximum, and design treatment flow rates and
chemical feed dosages, and calculate sizes and ranges for chemical
feed pump and storage facilities and determine dosage locations;
(iii) Prepare process drawings; and
(iv) Prepare a memorandum describing the process, design criteria,
loading rates, and sizes of all components, including seasonal nitrate
reduction;
(b) Develop hydraulic profile as follows:
(i) Perform hydraulic calculations and prepare hydraulic model for the
increased flow rates;
(ii) Prepare a preliminary hydraulic profile drawing; and
(iii) Determine sizing of plant piping to reflect design conditions;
(c) Develop preliminary P &IDs and prepare operation and control descriptions
for the following:
(i) Biological filtration with GAC with the backwash system, including
seasonal nitrate reduction;
(ii) Modifications to the existing filters for seasonal biological nitrate
reduction;
(iii) Existing clearwell baffling and new baffled clearwell;
(iv) New high service pump station;
(v) Sludge handling including storage tank and pump station for pumping
to disposal site;
(vi) Chemical systems for acetic acid and phosphorus for nitrate
reduction; and
(vii) New filters;
(d) Prepare preliminary mechanical designs and layouts for the following:
(i) Site layout including space for future addition of GAC filters;
(ii) New GAC filtration facilities including backwash system and nitrate
reduction capability;
(iii) Chemical feed system modifications for increased flows and nitrate
reduction;
(iv) Baffled clearwells (existing and new);
(v) High service pump station; and
(vi) Sludge handling facility including storage tank and pump station and
recycle pump station;
(e) Prepare draft technical specifications for the following equipment:
(i) GAC filters with nitrate reduction;
(ii) Sludge pumps; and
(iii) High service pumps;
(f) Prepare a Disinfection Contact Time (CT) Evaluation as follows:
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(g)
(i) Prepare CT calculations for the proposed facilities;
(ii) Develop a disinfection strategy for the proposed facilities; and
(iii) Utilize TCEQ protocol and secure approval from TCEQ;
The ENGINEER shall submit to the AUTHORITY an Opinion of
Probable Construction Cost based on current area, volume or other
unit costs and which indicates the cost of each category of work
involved in constructing the PROJECT. In providing opinions of cost,
financial analyses, economic feasibility projections, and schedules
for the PROJECT, the ENGINEER has no control over cost or price of
labor and materials; unknown or latent conditions of existing
equipment or structures that may affect operation or maintenance
costs; competitive bidding procedures and market conditions; time
or quality of performance by third parties; quality, type,
management, or direction of operating personnel; and other
economic and operational factors that may materially affect the
ultimate PROJECT cost or schedule. Therefore, the ENGINEER
makes no warranty that the AUTHORITY'S actual PROJECT costs,
financial aspects, economic feasibility, or schedules will not vary
from the ENGINEER'S opinions, analyses, projections, or
estimates.
(2) Electrical, Instrumentation and Controls
(a) Prepare a technical memorandum addressing the following items:
(i) Investigate the power capability to the site and coordinate with
power provider based on new electrical loads in the PROJECT;
(ii) Provide memorandum with oneline drawing showing upgrade in
service if required and new facilities; and
(iii) Provide SCADA overview for new facilities;
(3) Meetings
(a) Attend a kick -off meeting in Huntsville with the AUTHORITY to discuss the
project approach, schedule, and issues identified as well as alternatives
available and related issues. Discuss specific project requirements and
treatment goals;
(b) Participate in two (2) project meetings; and
(c) Prepare Meeting Memorandum for each meeting and distribute to
AUTHORITY;
Prepare a draft preliminary design report containing all the above information.
Submit ten (10) copies to the AUTHORITY for review. Incorporate AUTHORITY'S
comments and provide ten (10) copies with comments incorporated;
Contact the TCEQ and present the proposed treatment process and the disinfection
contact time evaluation. Incorporate comments from TCEQ; and
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(6) A draft Preliminary Design Report shall be submitted to OWNER within 90 days of
authorization to proceed.
B. TASK II - DETAILED DESIGN FOR EXPANSION UP TO FIRM CAPACITY OF 12 MGD
(1) Prepare detailed plans, technical specifications, contract documents, designs
and layouts of improvements to be constructed, generally as described in the
technical memorandums and preliminary design report;
(2) Advise the AUTHORITY with respect to the making of all subsurface
investigations, including borings, test pits, soil resistivity surveys, and other
subsurface explorations. Geotechnical investigation is included in TASK V of this
AGREEMENT;
(3) Furnish the AUTHORITY, when requested, the engineering data necessary for
AUTHORITY'S submittal of applications for routine permits required by local,
state, and federal authorities. Preparation of detailed applications and
supporting documents for government grants or loans, site specific 404 permits,
storm water permits, or environmental and/or archeological surveys will be provided
as SPECIAL SERVICES, if required;
(4) Submit plans, specifications, and contract documents to the applicable federal
and state agencies for approval, where required;
(5)
Furnish such information necessary to utility companies whose facilities may be
affected or services may be required for the PROJECT;
(6) Provide updated opinions of cost for budget purposes at approximately fifty
percent (50%) and ninety percent (90%) complete milestones and prepare a
detailed statement of final opinion of probable construction cost. The
ENGINEER'S projection of construction costs will be based on materials and
labor prices prevailing at the time of preparation, without consideration of
inflationary increases in cost. The ENGINEER does not warrant the accuracy of
the opinion of probable construction cost;
(7) Facilities to be designed will generally consist of the following:
(a) Four (4) new filters with provisions for biological nitrate removal;
(b) Modifications to existing filters for biological nitrate removal;
(c) One (1) new baffled, concrete clearwell and baffling in the existing
clearwell;
(d) Four (4) new high service pumps mounted on new clearwell;
(e) Upgrades to the electrical service, transformers, switchgear and backup
power as follows:
One (1) new 4160-volt electrical service from power company;
One (1) new 4160-volt two (2) breaker generator switchgear, one
(1) distribution section, closed coupled to four (4) 4160-volt
reduced voltage starters for the new high service pumps;
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(f)
(g)
(h)
(i)
(j)
(k)
(iii) One (1) new 4160 -volt generator;
(iv) One (1) new 4160 to 480 -volt transformer; and
(v) One (1) new 480 -volt motor control center for miscellaneous
electrical loads in the new high service pumps and for the new
sludge and backwash pumps;
Two (2) new backwash pumps;
New lime feed and biological de- nitrification chemical feed units;
Chemical storage and feed modifications to accommodate higher flow;
New sludge pump station and irrigation system for discharge to property
adjacent to the plant;
Necessary electrical and instrumentation for the new and modified
processes; and
Other site work including yard piping and associated flow structures,
grading, paving, and fencing for the above items;
(8) Prepare a Final Design Report based on the actual facilities designed and submit
eight (8) copies to the AUTHORITY including three (3) copies to be sent by the
AUTHORITY to the City of Huntsville. Provide a copy of final report in electronic
file format such as PDF;
(9)
Conduct a PROJECT start-up meeting at the beginning of the design and hold
two design progress meetings with the AUTHORITY;
(10) Conduct up to two (2) in -house Quality Control (QC) workshops with
AUTHORITY staff. The ENGINEER'S QC review team shall consist of senior staff
members;
(11) Furnish up to eight (8) sets of interim plans (half- size), specifications, and
contract documents at the fifty percent (50 %) and ninety percent (90 %)
completion points. Upon completion, ENGINEER will furnish ten (10) half -
sized sets. Provide a copy on CD of final documents in electronic file format such
as Word, and /or PDF;
(12) Assist the AUTHORITY in the preparation of formal contract documents for
HRWSS expansion construction; and
(13) Revisions to the plans, specifications, or bid proposal made after approval by the
AUTHORITY will be made as SPECIAL SERVICES.
C. TASK III — BID ADVERTISEMENT /AWARD PHASE SERVICES FOR EXPANSION UP
TO 12 MGD
(1) Assist the AUTHORITY in securing bids, issuing notice to bidders and notifying
construction news publications. The notice to bidders will be furnished to the
AUTHORITY for publication in the local news media. The cost for publications
shall be paid by the AUTHORITY. The ENGINEER will distribute bidding
documents. The income from the sale of the documents will be used to offset the
cost. Providing additional documents will be a SPECIAL SERVICE;
(2) Furnish up to five (5) full -size sets of plans and specifications to plan rooms to be
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actions
(3)
identified by the AUTHORITY. Furnish sets of full -size construction plans,
specifications, and contract documents for the PROJECT to prospective bidders
as required. The non - refundable deposit received from prospective bidders for
receipt of plans, specifications, and contract documents will be retained by
ENGINEER to offset the ENGINEER'S cost of printing, distributing and handling
said documents. Provide a copy of final documents on CD in electronic file
format such as PDF and /or Word;
Assist the prospective bidders in interpreting the construction plans and
specifications through the preparation and issuance of addenda, and assist the
AUTHORITY in the opening, tabulation, and analysis of the bids received and
furnish recommendations on the award of the contracts or the appropriate
to be taken by the AUTHORITY; and
(4) Prepare for and participate in one pre -bid conference at the PROJECT site.
D. TASK IV - SITE SURVEYING FOR DESIGN
and
(1) Provide surveying services to obtain all field information needed for design of
TASKS including topographic survey, staking of boring locations, and property
boundary surveys. Provide horizontal and vertical locations of existing
improvements and physical features including fences, property lines, roads,
bridges, drainage structures, existing utilities, and railroads reasonably expected
to be affected by PROJECT. Provide general locations for large trees, brush,
wooded areas;
(2) Provide survey notes with clear location descriptions of benchmarks and
horizontal control points. Global Positioning Satellite (GPS) coordinates shall be
provided and listed appropriately for control points and other key structures on
survey and construction drawings; and
(3)
Construction staking, if desired by the AUTHORITY, will be provided as a
SPECIAL SERVICE.
E. TASK V - GEOTECHNICAL INVESTIGATION
(1) Provide for and coordinate geotechnical investigation required for design of
PROJECT;
(2) Drill, classify, and perform pertinent tests on soils at up to eight (8) locations at
depths to thirty (30) feet for proposed units. If number of borings required or if
average boring depth exceeds these values, additional compensation may be
requested as a SPECIAL SERVICE;
(3)
Arrange for and provide access to private property necessary for soil borings. If
reasonable access is not available to selected sites, or if tracked or other special
vehicles are needed for site access, additional compensation may be requested
as a SPECIAL SERVICE; and
(4) Provide five (5) copies of geotechnical investigation summary report for
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AUTHORITY'S records. Provide a copy on CD of final documents in electronic
file format such as PDF and/or Word.
ARTICLE IV
SPECIAL ENGINEERING SERVICES
Various SPECIAL SERVICES incidental to the PROJECT, but not within the scope of
the BASIC ENGINEERING SERVICES covered by ARTICLE III preceding, which may be
performed or arranged for separately by the AUTHORITY, or may be added to the
ENGINEER'S responsibilities by mutual agreement and written authorization include, but are
not necessarily limited to, the following:
(1) Prepare to serve or serve as an expert witness on behalf of the AUTHORITY in
connection with any public hearings or legal proceedings;
(2) Perform additional subsurface excavation in the event such excavation required to
locate existing facilities;
(3) Perform geotechnical assessments to determine soil, water table, or trenching
characteristics;
(4) Furnish construction plans and specifications in excess of those sets provided in
ARTICLE III;
(5) Complete redrawing of construction plan sheets, if required as a result of changes
made in the scope of the construction contract after submission of final plans to
AUTHORITY;
(6) Provide additional full-size and/or half-size final plan sets and specifications for the
PROJECT in excess of the number required under ARTICLE III;
(7)
Provide additional borings which may be occasioned by the depth to rock being
deeper than anticipated or because of changes in geological conditions which
necessitate additional evaluation to properly define the stratigraphic conditions:
(8) Provide any other services otherwise excluded in this AGREEMENT but
customarily furnished in accordance with generally accepted engineering
practices.
ARTICLE V
SERVICES BY THE AUTHORITY
The AUTHORITY and its representatives will render services inclusive of the following:
(1) Provide available criteria and full information as to the AUTHORITY'S
requirements for the PROJECT;
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(2) Assist the ENGINEER by placing at his disposal all available written data pertinent
to the PROJECT;
(3)
Examine documents submitted by the ENGINEER and render a decision
pertaining thereto promptly, to avoid unreasonable delay in the progress of the
ENGINEER'S services;
(4) Furnish information required as expeditiously as possible for the orderly progress
of the work;
(5)
The General Manager of the AUTHORITY or his designated representative shall
appoint, in writing, a representative that the ENGINEER shall be entitled to rely
upon regarding decisions made by the AUTHORITY. All subsequent
communication to the AUTHORITY shall be deemed made when conveyed in
writing to the representative at the location specified in ARTICLE XV, NOTICES;
and
(6) The services, information, and reports required by this ARTICLE, inclusive, shall
be furnished at the AUTHORITY'S expense, and the AUTHORITY will use its best
efforts to apprise the ENGINEER of any inaccuracies or inconsistencies in the
information provided.
ARTICLE VI
COMPENSATION
A. BASIC ENGINEERING SERVICES
For and in consideration of the BASIC ENGINEERING SERVICES (ARTICLE III) to be
rendered by the ENGINEER, the AUTHORITY shall pay, and the ENGINEER shall receive
compensation as hereinafter set forth. All remittance by the AUTHORITY for such
compensation shall either be mailed or delivered to the ENGINEER'S office as identified in
ARTICLE XV, NOTICES.
Compensation for BASIC ENGINEERING SERVICES shall be paid by the AUTHORITY
to the ENGINEER in the following amounts for all services required for work stated under
ARTICLE III, TASKS I, II, and III in the following amounts:
TASK I — PRELIMINARY DESIGN $295,000
TASK II — DETAILED DESIGN $468,000
TASK III — BID ADVERTISEMENT /AWARD PHASE $ 32,000
Compensation for BASIC ENGINEERING SERVICES, ARTICLE III, TASKS IV and V
shall be based on personnel time plus expenses in an amount not to exceed the following
amounts:
TASK IV — SITE SURVEYING FOR DESIGN $ 42,000
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TASK V — GEOTECHNICAL INVESTIGATION $ 21,000
For BASIC ENGINEERING SERVICES tasks performed that are based upon personnel
time, compensation shall be based on "Salary Cost" times a multiplier of 2.30 in accordance
with Attachment A. "Salary Cost" used herein is defined as the cost of salaries of engineers,
draftsmen, stenographers, surveymen, clerks, laborers, etc., for time directly chargeable to the
PROJECT plus social security contributions, unemployment, excise and payroll taxes,
employment compensation insurance, retirement benefits, medical and insurance benefits, sick
leave, vacation, and holiday pay applicable thereto.
All direct non -labor expenses, including mileage, travel and lodging expenses, but
excluding subcontract expenses, applied to the BASIC ENGINEERING SERVICES, shall be
paid at invoice or internal office cost plus a ten percent (10 %) service charge. Subcontract
expenses shall be paid at direct cost plus a five percent (5 %) service charge.
B. SPECIAL SERVICES
For and in consideration of the SPECIAL SERVICES set forth in ARTICLE IV, herein,
the
AUTHORITY shall pay and the ENGINEER shall receive compensation for personnel time plus
expenses in an amount not to exceed Seventy -Five Thousand Dollars ($75,000) to be paid as
follows:
For all the ENGINEER'S personnel time applied to the SPECIAL SERVICES,
compensation shall be based on "Salary Cost" times a multiplier of 2.30, in accordance with
Attachment A. "Salary Cost" used herein is defined as the cost of salaries of engineers,
draftsmen, stenographers, surveymen, clerks, laborers, etc., for time directly chargeable to the
PROJECT plus social security contributions, unemployment, excise and payroll taxes,
employment compensation insurance, retirement benefits, medical and insurance benefits, sick
leave, vacation, and holiday pay applicable thereto.
All direct non -labor expenses, including mileage, travel and lodging expenses, but
excluding subcontract expenses, applied to the SPECIAL SERVICES, shall be paid at invoice or
internal office cost plus a ten percent (10 %) service charge. Subcontract expenses shall be
paid at direct cost plus a five percent (5 %) service charge.
C. METHOD OF BILLING
For services performed by ENGINEER for AUTHORITY under the terms of this
AGREEMENT, ENGINEER shall submit statements monthly or less frequently reflecting
ENGINEER'S requested compensation for that portion of the BASIC ENGINEERING
SERVICES or SPECIAL SERVICES completed by ENGINEER. Along with each separate
request for payment of these services, ENGINEER shall submit to the AUTHORITY
documentation substantiating all of the actual costs for which ENGINEER has requested
compensation, including but not limited to the following:
(1) The name of each individual performing services, individual's billing category, the
individual's direct salary, and the number of hours associated with each
individual's performance or services for the period of time identified with any billing
invoice; and
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(2) A copy of any invoices paid directly by the ENGINEER for any outside services or
product which relate to the PROJECT, and which are requested by ENGINEER to
be reimbursed by AUTHORITY.
All records pertaining to services for which payment has been made based upon
ENGINEER'S actual costs times a multiplier shall be subject to audit by the AUTHORITY in
accordance with ARTICLE VII. ENGINEER may be required to furnish additional records and /or
data in addition to the above, as a response to AUTHORITY'S auditing process specified in
ARTICLE VII.
D. TIME OF PAYMENT OF COMPENSATION
The ENGINEER shall submit a request for partial payments for services on a monthly
basis, as evidenced by monthly statements submitted by the ENGINEER to the AUTHORITY.
Final payment for services authorized shall be due upon completion of these services.
Should the AUTHORITY fail to make payment to the ENGINEER, the sum named in any
partial or final statement, and when payment is past due for more than thirty (30) days, then the
AUTHORITY shall pay to the ENGINEER, in addition to the sum shown as due by such
statement, interest thereon at the rate of five percent (5 %) per annum from the date due, as
provided herein until fully paid, which shall fully compensate ENGINEER for any injury arising
from such delay in payment.
However, in the event that the sum shown as due to the ENGINEER by such statement
shall be disputed, questioned, or objected to by the AUTHORITY, then said rate of five percent
(5 %) per annum from the date due shall only apply to that portion or amount of payment which
is finally and mutually agreed upon by AUTHORITY and ENGINEER to be rightfully due and
owing to the ENGINEER.
ARTICLE VII
AUDIT OF RECORDS
All records of the ENGINEER of a financial or timekeeping basis which have been used
to determine the fees earned by the ENGINEER and billed to AUTHORITY on the basis of
"Salary Cost" times a multiplier shall be open to inspection and subject to audit and /or
reproduction by AUTHORITY'S agent or its authorized representative to the extent necessary to
adequately permit evaluation and verification of cost of the services at the conclusion of the
scope of all services to be performed under this AGREEMENT. The relationship between Direct
Salary and Salary Cost has been identified on Attachment A and is not subject to an audit or a
redetermination of any kind. In addition, this ARTICLE shall apply to Subcontractors and Direct
Purchases only to the extent of invoices received by ENGINEER and evidence of payment for
such invoices in the possession of ENGINEER. In its audits, the AUTHORITY may require
inspection and copying from time to time and at reasonable times and places of any and all
information, materials and data of every kind and character that may in AUTHORITY'S
judgment have any bearing on or pertain to the payments subject to this audit. The
AUTHORITY or its designee shall be afforded access to all of the ENGINEER'S records
pursuant to the provisions of this ARTICLE at the conclusion of the term of the AGREEMENT
and for a period of three (3) years after final payment.
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ARTICLE VIII
LIABILITY AND INSURANCE MATTERS
During the term of this AGREEMENT, ENGINEER shall maintain, and shall require its
subcontractors to maintain:
(1) Professional liability insurance in an amount and with carriers satisfactory to
AUTHORITY. If the coverage is project specific it must have an extended
discovery period of not less than three (3) years after completion of the PROJECT;
all said insurance shall be in amounts and with carriers satisfactory to
AUTHORITY in its sole discretion;
(2) Public liability and automobile insurance for bodily injury, and property damage,
and workers' compensation coverage on all of ENGINEER'S or its subcontractors'
employees working on the PROJECT; all said insurance shall name the
AUTHORITY as an additional insured, shall include a waiver of subrogation, and
shall be in amounts and with carriers satisfactory to AUTHORITY in its sole
discretion;
(3)
The ENGINEER shall be and remain liable in accordance with applicable law for
all damages, including cost of defense to the AUTHORITY and will provide a legal
defense for said damages caused by ENGINEER'S errors, omissions, or negligent
performance of any services furnished under, or requirements of, this
AGREEMENT. The obligation to provide a legal defense hereunder shall not be
limited to a judicial determination of either damage or causation, but shall be
invoked based on the allegations brought forth in any cause of action against the
AUTHORITY to the extent said causes of action arise from ENGINEER'S errors,
omissions, or negligent performance of any services furnished under, or
requirements of, this AGREEMENT; and
(4) ENGINEER also agrees to furnish to AUTHORITY, within seven (7) days of
AUTHORITY'S written request, certificates reflecting that the above - required
insurance coverages are in full force and effect. The AUTHORITY prior to the
effective date of this contract must approve all said certificates of insurance in
writing, or this contract is null and void. Said certificates of insurance, upon
approval by the AUTHORITY, shall be attached hereto as "Attachment B" and
shall be incorporated herein for all purposes.
ARTICLE IX
ASSIGNMENT
Neither this AGREEMENT, nor any right, privilege or cause of action arising hereunder
may be assigned in whole or in part for any purpose and whether in settlement of litigation or
not, and any purported assignment shall be null, void and unenforceable without the written
consent of the AUTHORITY. The AUTHORITY and the ENGINEER each binds itself and its
successors and assigns to the other party with respect to all covenants of this AGREEMENT.
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ARTICLE X
TERMINATION
In connection with all the engineering services outlined or contemplated above, it is
agreed that the AUTHORITY or the ENGINEER may cancel or terminate this AGREEMENT
upon thirty (30) days written notice to the other, with the provision and understanding that
immediately upon receipt of notice of such cancellation from either party to the other, all work
and labor being performed under this AGREEMENT shall immediately cease, pending final
cancellation at the end of such thirty (30) day period, and further provided that the ENGINEER
shall be compensated in accordance with the terms of this AGREEMENT for all work
accomplished prior to the receipt of notice of such termination. All completed or partially
completed PROJECT DOCUMENTS prepared under this AGREEMENT shall then be delivered
to the AUTHORITY, which it may use without restraint. All rights, duties, liabilities, and
obligations accrued prior to such termination shall survive termination. ENGINEER shall be
liable for any damages suffered by the AUTHORITY as a result of ENGINEER'S termination of
this AGREEMENT.
ARTICLE XI
PROJECT DOCUMENTS
All PROJECT DOCUMENTS are and shall become the property of the AUTHORITY,
which it may use without restraint. The ENGINEER is not responsible and is hereby released
from responsibility for the AUTHORITY'S use of the documents for any purpose other than for
this PROJECT. The ENGINEER may retain a set of reproducible record copies of drawings and
other documents; however, ENGINEER shall not provide to, or use this work product on behalf
of, any person or entity without the express written consent of the AUTHORITY.
ARTICLE XII
PRIVATE LAND ENTRY
ENGINEER shall not enter any property owned by others on the AUTHORITY'S behalf
to survey, to perform soil tests, or for other reasons related to the performance of services under
this AGREEMENT until the ENGINEER has secured the landowner's permission to so enter and
perform such activities.
ARTICLE XIII
LAWS AND ORDINANCES
ENGINEER shall at all times observe and comply with all federal, state, and local laws,
ordinances, rules, regulations, and orders of any public authority, which in any manner affect
this AGREEMENT or the PROJECT. ENGINEER agrees, moreover, not to discriminate against
any employee or applicant for employment because of race, religion, color, sex, age, disability,
or national origin. ENGINEER agrees to comply with the Immigration Reform and Control Act of
1986 and the Americans with Disabilities Act of 1990. The ENGINEER agrees that the
indemnification provisions of ARTICLE XIV INDEMNIFICATION below encompass any failure
by the ENGINEER to comply with this article.
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ARTICLE XIV
INDEMNIFICATION
ENGINEER does hereby covenant and contract to waive all claims, release, indemnify,
defend and hold harmless the AUTHORITY all of its officials, officers, agents and employees
and invitees in both their public and private capacities, from and against any and all liability,
claims, suits, demands, or causes of action, including all expenses of litigation, and/or
settlement which may arise by reason of injury to or death or debt of any person, or for loss of,
damage to or loss of use of any property, including real or personal property, arising out of or in
connection with ENGINEER'S performance of this AGREEMENT, provided that the claims,
suits, losses, damages, causes of action or liability of whatever nature arise in whole or in part
from the negligence of ENGINEER or any of its officer's, officials, agents, employees or invitees,
whether said negligence is contractual comparative negligence, joint or concurrent negligence,
gross negligence, active negligence, passive negligence or any other form of negligence.
ENGINEER contracts to indemnify and protect AUTHORITY from any liability, claims, suits,
losses, damages, attorney's fees or causes of action due to ENGINEER'S negligence, joint or
concurrent negligence, error or omission to the extent that said liability, claims, suits, losses,
damages, attorney's fees or causes of action arise out of or in connection with ENGINEER'S
performance of this AGREEMENT.
It is specifically understood and agreed by ENGINEER that such indemnity by
ENGINEER includes indemnity by ENGINEER to indemnify, hold harmless, and protect
AUTHORITY from any and all liability, claims, suits, losses, damages, or causes of action due to
ENGINEER'S wrongful intentional conduct, negligence, error or omission, including any and all
claims, demands, or causes of action of whatever nature resulting from activities on land owned
by others, and also includes ENGINEER'S failure to maintain adequate public liability insurance,
workers' compensation coverage, or any other insurance coverage as required by this
AGREEMENT or by law.
ARTICLE XV
NOTICES
All notices and communications under this AGREEMENT to be delivered to the
AUTHORITY shall be sent to the address of the AUTHORITY as follows, unless and until the
ENGINEER is otherwise notified:
Trinity River Authority of Texas
P.O. Box 1554
Huntsville, Texas 77342-1554
Attention: Mr. Jim R. Sims
Southern Region Manager
All notices and communications under this AGREEMENT to be delivered to the
ENGINEER shall be sent to the address of the ENGINEER as follows, unless and until the
AUTHORITY is otherwise notified:
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Alan Plummer Associates, Inc.
1320 S. University, Suite 300
Fort Worth, Texas 76107
Attention: Mr. David Gudal, P.E.
Principal
ARTICLE XVI
INDEPENDENT CONTRACTOR
The services performed hereunder by the ENGINEER shall be subject to AUTHORITY'S
inspection and approval, but the detailed manner and method of doing said services shall be
under the control of the ENGINEER. In the performance of services hereunder, ENGINEER
shall be deemed an independent contractor, and any of its employees performing services
required hereunder shall be deemed solely employees of ENGINEER or its subcontractor, and
not employees of the AUTHORITY.
ARTICLE XVII
SUBCONTRACTORS
In fulfilling its duties pursuant to this AGREEMENT, it is anticipated that the ENGINEER
may subcontract to individuals, corporations, organizations, governments or governmental
subdivisions or agencies, partnerships, associations, or other legal entities. Such subcontracts
may be entered into only with written approval from the AUTHORITY.
The AUTHORITY encourages ENGINEER to provide equal opportunity to historically
underutilized business enterprises, and ENGINEER agrees that qualified historically
underutilized business enterprises, including minority -owned and female -owned businesses,
and labor- surplus firms located in the PROJECT area shall have the maximum practicable
opportunity to participate in the performance of AUTHORITY contracts and subcontracts.
ENGINEER agrees that it will attempt to achieve twenty percent (20 %) participation by
historically underutilized business enterprises in the performance of this PROJECT, and will
routinely submit evidence to AUTHORITY on the degree to which this goal is met. ENGINEER
shall include this ARTICLE in all its contracts and in all tier subcontracts directly related to this
PROJECT.
ARTICLE XVIII
PRIOR AGREEMENTS SUPERSEDED
This AGREEMENT constitutes the sole and only Agreement of the parties hereto and
supersedes any prior understanding or oral or written Agreements between the parties
regarding the subject matter of this AGREEMENT, and any and all changes, modifications or
alterations of this AGREEMENT must be in writing and approved by both AUTHORITY and
ENGINEER.
ENGINEER releases and waives any and all causes of action of whatever nature, or any
other legal theory arising out of any prior understanding or oral or written Agreements between
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the parties, or any subsequent oral understanding or Agreements between the parties,
regarding the subject matter of this AGREEMENT, from any and all liability damages of any kind
known or unknown, whether in contract or tort.
ARTICLE XIX
LEGAL CONSTRUCTION
In case any one or more of the provisions contained in this AGREEMENT shall be for any
reason held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provision hereof and this AGREEMENT shall be
construed as if such invalid, illegal, or unenforceable provision had never been contained herein.
The validity of this AGREEMENT and of any of its terms or provisions, as well as the rights and
duties hereunder, shall be governed by the laws of the State of Texas. All amounts due under
this AGREEMENT, including damages for its breach, shall be paid in Tarrant County, Texas, said
Tarrant County, Texas being the place of performance as agreed to by the parties to this
AGREEMENT. In the event that any legal proceeding is brought to enforce this AGREEMENT or
any provision hereof, the same shall be brought in Tarrant County, Texas.
Nothing in this AGREEMENT is intended to waive any governmental immunity available
to AUTHORITY under Texas law or waive any defenses of ENGINEER or AUTHORITY under
Texas law. This AGREEMENT shall not be construed for the benefit of any third party, nor does
it create or grant any right or cause of action in favor of any third party against AUTHORITY or
ENGINEER.
ARTICLE XX
REPRESENTATIONS
ENGINEER represents that no officer, employee, or agent of the AUTHORITY has
sought or received compensation in any way with respect to the consideration or execution of
this AGREEMENT, and in no event will ENGINEER pay a fee to, or in any other manner
compensate AUTHORITY officers, employees, or agents in connection with the approval or
performance of this AGREEMENT. ENGINEER expressly warrants and represents that no
promise or agreement which is not herein expressed has been made to ENGINEER in
executing this AGREEMENT and ENGINEER is not relying upon any such statement or
representation of AUTHORITY, its officials, officers, agents or employees in entering into this
AGREEMENT. ENGINEER is relying on its own judgment in entering into this AGREEMENT
and has been represented by independent legal counsel in this matter.
A breach of any provision contained in this ARTICLE shall result in automatic termination
of this AGREEMENT. Upon such termination, the AUTHORITY may use all PROJECT
DOCUMENTS prepared under this AGREEMENT as provided in ARTICLE X, TERMINATION,
and ENGINEER shall be liable for all damages to the AUTHORITY occasioned by a termination
under this ARTICLE.
ARTICLE XXI
TERM OF AGREEMENT AND TIME OF PERFORMANCE
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This AGREEMENT shall be effective the day of , 2007
and ENGINEER shall complete BASIC ENGINEERING SERVICES, TASKS I through V within
ten (10) months after receipt of written authorization to proceed to provide for bid evaluation and
bid award in August 2008. This AGREEMENT shall continue in full force and effect until
December 31, 2009. AUTHORITY may, on its own determination, extend the term of this
AGREEMENT by written agreement with ENGINEER. All payments and liabilities accrued prior
to termination shall survive the termination.
IN WITNESS WHEREOF, the parties acting under authority of their respective governing
bodies have caused this AGREEMENT to be executed in several counterparts, each of which is
deemed to be an original, as of the day and date first written above.
ALAN PLUMMER ASSOCIATES, INC. TRINITY RIVER AUTHORITY OF TEXAS
DAVID GUDAL, RE., Principal DANNY F. VANCE, General Manager
ATTEST: ATTEST:
JAMES L. MURPHY, Secretary
Board of Directors
(FIRM'S SEAL) (SEAL)
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ATTACHMENT A
ALAN PLUMMER ASSOCIATES, INC.
HOURLY BILLING RATES
October 2007
CATEGORY BILLING RATE RANGES*
Administrative Staff $ 25.00 $ 68.00
Designer/Technician $ 45.00 $ 85.00
Senior Administrative Staff $ 60.00 $ 90.00
Engineer-in-Training/Scientist-in-Training $ 60.00 $ 95.00
Project Engineer/Scientist $ 70.00 $115.00
Senior Designer/Technician $ 80.00 $115.00
Senior Project Engineer/Scientist $ 80.00 $115.00
Project Manager $ 95.00 $142.00
Senior Project Manager $125.00 $172.00
Principal $145.00 $200.00
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The above billing rates are based upon "Salary Cost" times a multiplier of 2.30.
Salary cost is based on direct payroll costs times 1.43. Salary cost includes direct
payroll costs, payroll taxes, vacation, holiday, sick leave, employee insurance, and other
fringe.
Range of billing rates shown may be adjusted by up to 4 percent annually (at the
beginning of each calendar year) during the term of the Agreement, not to exceed the
upper range of $200.00. The multipliers shown will not be adjusted.
Telecommunications are billed at $2 per labor hour.
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