HomeMy WebLinkAboutPR 18833: FREESE AND NICHOLS, INC. MEMORANDUM
CITY OF PORT ARTHUR
UTILITY OPERATIONS DEPARTMENT
TO: Brian McDougal, City Manager
FROM: Jimmie Johnson, Ph.D., Director of Utilities
DATE: February 17, 2015
SUBJECT: Proposed Resolution No. 18833
RECOMMENDATION
I recommend the approval of Proposed Resolution No. 18833 authorizing the execution of a
contract with Freese and Nichols, Inc. of Houston, Texas to provide design phase services not to
exceed $6,282,200.00 related to Planning, Acquisition and Design for the Main Wastewater
Treatment Plant Project.
BACKGROUND
This is for the design phase engineering services for the Main Wastewater Treatment Plant. The
TWDB has approved $5,960,000.00 in funding through the Clean Water State Revolving Fund to
finance planning, acquisition and design cost. The Water Utilities Department has asked for an
additional $1,035,500 which will bring the total to $6,995,500.00
BUDGET/FISCAL EFFECT
Funding for this project will be contingent upon the approval of increased funding by the TWDB
and the sale of bonds which should be completed by June 30, 2015.
STAFF/EMPLOYEE EFFECT
Staff will be involved in the planning and design.
SUMMARY
I recommend the approval of Proposed Resolution No. 18833.
P. R. No. 18833
02/17/15 jj
RESOLUTION NO.
A RESOLUTION AUTHORIZING THE CITY MANAGER
TO EXECUTE A CONTRACT BETWEEN THE CITY OF
PORT ARTHUR AND FREESE AND NICHOLS, INC., FOR
THE PLANNING, ACQUISITION AND DESIGN PHASE
SERVICES FOR THE MAIN WASTEWATER TREATMENT
PLANT IN AN AMOUNT NOT TO EXCEED $6,282,200.00
FOR THE UTILITY OPERATIONS DEPARTMENT,
FUNDING IS CONTINGENT ON THE RECEIPT OF
FINANCIAL ASSISTANCE FROM THE TEXAS WATER
DEVELOPMENT BOARD.
WHEREAS, the City Council of the City of Port Arthur has deemed it necessary and in
the best interest of its citizens to replace its 50 year old Main Wastewater Treatment Plant; and,
WHEREAS,the project will be funded by the Texas Water Development Board (TWDB)
Clean Water State Revolving Fund (CWSRF); and
WHEREAS,the City is required to contract with an engineering firm to provide the needed
planning,acquisition and design phase services for the proposed Main Wastewater Treatment Plant
Project; and,
WHEREAS,per Resolution No. 14-507 the City Manager was authorized to negotiate a
contract with Freese and Nichols, Inc., for the planning, acquisition and design phase services for
the Main Wastewater Treatment Plant project; and,
WHEREAS,Freese and Nichols, Inc. has submitted a professional services agreement for
the planning,acquisition and design of the Main Wastewater Treatment Plant Project in an amount
not to exceed $6,282,200.00 for consideration by the City Council; and,
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
PORT ARTHUR:
THAT the facts and opinions in the preamble are true and correct; and,
P. R. No. 18833
02/17/15 jj
THAT the City Manager is hereby authorized and directed to execute on behalf of the City
of Port Arthur, a contract in substantially the same form as Exhibit "A" between the City of Port
Arthur and with Freese and Nichols, Inc., in the not to exceed amount of$$6,282,200.00, funding
contingent upon award from TWDB; and
THAT Freese and Nichols, Inc., is not authorized to receive a Notice to Proceed with
regard to these services until funding has been secured from TWDB; and
THAT a copy of the caption of this Resolution be spread upon the Minutes of the City
Council.
READ, ADOPTED AND APPROVED THIS day of , 2015 at a
Regular Meeting of the City Council of the City of Port Arthur, Texas, by the following vote:
AYES: Mayor:
Councilmembers:
NOES:
Deloris Prince
Mayor
P. R. No. 18833
02/17/15 jj
Page 3 of 3
ATTEST: APPROVED AS TO FORM:
kt,...,
Sherri Bellard Valecia izeno
City Secretary City Attorney
APPROVED FOR ADMINISTRATION:
Brian McDougal Sue Polka, P.E.
ty Mana. Director Public Works/City Engineer
Jimmie Johnson, 'h.D.
Director of Utilities
APPROVED FOR FUNDING:
Shawna Tubbs, CPPB,CPPO
Purchasing Manager
OidleXeth
Deborah Echols, CPA
Director of Finance
Exhibit A
(Freese and Nichols, Inc. Agreement for Professional Services)
Rev.06/10
AGREEMENT FOR PROFESSIONAL SERVICES
STATE OF TEXAS §
COUNTY OF TARRANT §
This AGREEMENT is entered into by City of Port Arthur, Texas, hereinafter called"OWNER"and Freese and
Nichols, Inc., hereinafter called "FNI." In consideration of the AGREEMENTS herein, the parties agree as
follows:
I. EMPLOYMENT OF FNI: In accordance with the terms of this AGREEMENT: OWNER agrees to
employ FNI;FNI agrees to perform professional services in connection with the Project; OWNER agrees
to pay to FNI compensation. Employment of FNI is contingent on OWNER receiving approval of a
Clean Water State Revolving Fund(CWSRF)Loan from the Texas Water Development Board(TWDB)
to fund the engineering services. The Project is described as follows: Engineering Services for Planning,
Acquisition and Design of the City of Port Arthur Main Wastewater Treatment Plant Project.
II. SCOPE OF SERVICES: FNI shall render professional services in connection with Project as set forth
in Attachment SC - Scope of Services and Responsibilities of OWNER which is attached to and made a
part of this AGREEMENT.
III. COMPENSATION: OWNER agrees to pay FNI for all professional services rendered under this
AGREEMENT in accordance with Attachment CO-Compensation which is attached hereto and made a
part of this AGREEMENT. FNI shall perform professional services as outlined in the"Scope of Services"
for a total fee of$6,282,200. Details concerning the fee are included in Attachment CO.
If FNI's services are delayed or suspended by OWNER, or if FNI's services are extended for more than
60 days through no fault of FNI, FNI shall be entitled to equitable adjustment of rates and amounts of
compensation to reflect reasonable costs incurred by FNI in connection with such delay or suspension and
reactivation and the fact that the time for performance under this AGREEMENT has been revised.
IV. TERMS AND CONDITIONS OF AGREEMENT: The Terms and Conditions of Agreement as set forth
as Attachment TC shall govern the relationship between the OWNER and FNI.
Nothing under this AGREEMENT shall be construed to give any rights or benefits in this AGREEMENT to
anyone other than OWNER and FNI,and all duties and responsibilities undertaken pursuant to this AGREEMENT
will be for the sole and exclusive benefit of OWNER and FNI and not for the benefit of any other party.
This AGREEMENT constitutes the entire AGREEMENT between OWNER and FNI and supersedes all prior
written or oral understandings.
This contract is executed in two counterparts.
IN TESTIMONY HEREOF,they have executed this AGREEMENT,the day of ,2014.
ATTEST: City of Port Arthur,Texas
(OWNER)
By:
Print or Type Name and Title
ATTEST: Freese and Nichols,Inc.
(FNI)
By:
Print or Type Name and Title
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ATTACHMENT SC
SCOPE OF SERVICES AND RESPONSIBILITIES OF OWNER
NARRATIVE ON SCOPE AND ASSUMPTIONS:
The City of Port Arthur has received approval for Texas Water Development Board(TWDB)Clean Water State
Revolving Fund(CWSRF)loan for construction of a new Main WWTP. The anticipated size of the new plant
is 9 MGD, expandable at a future date in likely increments of 3MGD to 12 MGD and ultimately 15 MGD.
The new plant will likely require a new TPDES permit application and anticipated permit limits are expected
to be 10/15/3 (mg/L for BOD,TSS and Ammonia respectively),with future nutrient limits on phosphorus and
potentially total nitrogen likely. The plant will be designed to anticipate these future limits.
The existing plant treatment processes are aging and nearing the end of their useful service lives. The City has
determined that the existing plant will be maintained in service until such time that the new plant can be brought
on-line to replace it. The project will include an evaluation of the existing plant, and recommendations for
near term improvements,to keep the existing plant in good working order for the near term,until the new plant
can be commissioned.
This scope of work is for the Planning, Acquisition and Design (PAD) phase engineering services for the
project, as defined under the TWDB CWSRF Guidance Manual. Notice to Proceed for Engineering Services
is contingent on release of funding from the TWDB for the PAD phase services. Engineering Services listed
below are to be completed in accordance with the requirements of TWDB for the CWSRF loan.
ARTICLE I
BASIC SERVICES AND SPECIAL SERVICES: FNI shall render the following professional services in
connection with the development of the Project:
A. GENERAL AND PROJECT MANAGEMENT
1. Perform general administrative duties associated with the project including progress monitoring,
scheduling, general correspondence, documentation, office administration and invoicing for the
scope items identified below. Documentation shall be in accordance with TWDB documentation
requirements for the project. These duties include maintaining routine contact with the Owner and
TWDB to help meet the needs of the OWNER in a timely manner, and executing the work in
accordance with the work plan,budget and schedule.
2. Meetings and Site Visits:
a. Conduct monthly progress meetings,up to a maximum of ten(10)meetings during the course
of the preliminary design phase and ten(10)during the final design phase.
b. Conduct up to ten (10) additional site visits by the engineering team to the Main WWTP,
influent lift station, and proposed site for the new treatment plant for condition assessment,
Environmental Assessment(EA), and other work as needed for completion of the project.
c. Conduct up to three (3) site visits to other treatment facilities with the OWNER to look at
installations of equipment and processes recommended for the new treatment plant.
d. Conduct workshops with the OWNER during Planning and Design Phases:
i. One (1) technology transfer workshop on technologies, equipment and process
recommended for the new treatment plant.
ii. One (1) workshop to review operation and maintenance (O&M) requirements for
the selected process alternative.
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iii. One(1)workshop on phased implementation and alternate project delivery options.
Alternate project delivery options such as Construction Manager at Risk(CMAR)
will be discussed.
iv. One(1)workshop on re-evaluation of the Technically Based Local Limits(TBLLs),
if the re-evaluation is required by the TCEQ.
v. Design Review workshops,three(3)each,at the 30%,60%and 90%design review
levels.
vi. Construction sequencing workshop at the 90% design level to address proposed
sequence of construction for the bidders.
3. As a Special Service, provide Geotechnical Investigation, studies and engineering report of the
proposed site for the new wastewater treatment plant.
4. As a Special Service,provide Topographic Surveying of the proposed site required for the design
and drawings of the new wastewater treatment plant.
B. PLANNING/PRELIMINARY DESIGN PHASE SERVICES
1. Planning and Preliminary Design Tasks
Task 1: Wastewater Flow Projections and Characterization
a. Perform 20-year population and wastewater flow projections based off available data from
collection system model, TWDB growth projections and per capita flows. Incorporate
findings from ongoing collection system modeling and master planning work within the City,
including results from the ongoing Comprehensive Plan.
b. Determine the current and projected influent wastewater flow characteristics (BODS, TSS,
NH3-N, TP, and TN). Review historical wastewater influent characteristics and trends to
identify average and maximum month loading conditions,and TCEQ requirements for design
based on standard deviation of historical data.
c. Evaluate future consolidation of the Port Acres WWTP into the new Main WWTP. Include
any impacts of loadings or influent water quality/quantity changes. Identify method for
transfer of flow from the existing Port Acres WWTP to the new Main WWTP site and timing
for proposed consolidation.
d. Development of a Technical Memorandum (TM#1) documenting results of Task 1. Submit
three (3) draft copies to the City for final review and five (5) final copies to the City upon
incorporation of review comments.
Task 2: Condition and Criticality Assessment of Existing Main WWTP and Influent Lift
Station
a. Conduct a meeting with the City to outline data needs, including the previous 5 years TCEQ
inspection reports, and delineate unit processes and equipment for the evaluation;
b. Perform condition and criticality assessment to the existing Main WWTP and influent lift
station to identify the units in compromised condition and highest criticality that have the
potential for near term failure leading to treatment non-compliance.No materials or physical
testing of any structure,piping,valves,or equipment is included.
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c. For each asset of concern,include(where appropriate)date of installation,type of equipment,
manufacturer, rated capacity, diameter, actuator type, motor size, materials of construction,
intended service and information on maintenance history and failures(if known).
d. Identify priority rehabilitation projects required for near term compliance until such time as
the new Main WWTP can be placed on-line. Provide phasing of improvements and outline of
a potential schedule and cost for rehabilitation and/or replacement of aging facilities and
reasons to implement rehabilitation or replacement.
e. Identify and inventory specific equipment or processes that may be suitable for being salvaged
from the existing Main WWTP and re-purposed for application at the new Main WWTP.
f. Evaluate options to decommission the existing Main WWTP in the future after the new
treatment plant.Develop opinions of costs associated with the decommissioning efforts.
g. Conduct a meeting with the City to present assumptions, methodology, and results of
conditions assessments and rehabilitation prioritization to City.
e. Development of a Technical Memorandum (TM#2) documenting results of the condition
assessment phase in Task 2. Submit three(3)draft copies to the City for final review and five
(5)final copies to the City upon incorporation of review comments.
Task 3: New Main WWTP Alternatives Evaluation
a. Identify improvements to the collection system and influent lift station needed to deliver the
flows to the new treatment plant.
b. Incorporate flow projection and influent loading conditions for the new WWTP identified in
Task 1. Incorporate improvements needed to the existing Main WWTP and influent lifts
station to maintain service and compliance of the facility until such time that the new WWTP
is on-line(5-7 year window)identified in Task 2.
c. Alternative Evaluation for New Wastewater Treatment Plant at New Site: The City has
previously identified a proposed site for the new WWTP. FNI is to evaluate options for the
new WWTP based on that site selection:
i. Develop up to two process alternatives for proposed new WWTP to meet current
and anticipated flows, loadings and permit conditions identified above. Each
alternative will include plans for liquid and solids treatment and discharge/disposal.
ii. Perform process calculations to size the treatment units for the two process
alternatives in accordance with the proposed new TCEQ chapter 217 regulations.
iii. Develop opinions of probable construction cost, annual operation and maintenance
cost,and life cycle costs for the two process alternatives.
iv. For each alternative, evaluate options for the potential outfall from the new
treatment plant based on the impact to the hurricane levee, required crossings or
special permits. Options will include new outfall to ship channel, outfall to an
existing adjacent ditch, and transporting treated effluent to the existing Main
WWTP outfall.
v. Compare the two process alternatives and make a recommendation. Develop a
BioWin process model to fine tune process sizing and optimize system performance
for the recommended alternative.
d. Development of a Technical Memorandum (TM#3) documenting results of Task 3. Submit
three (3) draft copies to the City for final review and five (5) final copies to the City upon
incorporation of review comments.
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2. As a Special Service, provide TPDES Permitting Assistance. Provide assistance to the OWNER
in submitting an application for a new TPDES permit for the new Main WWTP. In the event that
the existing outfall is re-purposed to the new Main WWTP, assist the City in pursuing a major
amendment to the existing TPDES permit.
a. Compile Existing Information and Meet with City. FNI will obtain the current TPDES permit
application forms from the Texas Commission on Environmental Quality (TCEQ). Where
appropriate, we will use information, including pertinent maps and drawings, from the
OWNER's previous TPDES permit application to address questions in the current
application.If necessary,we will meet with the City to review data,identify other information
needed for the application,and take photographs and make general observations at the facility
site.
b. Compile Effluent Analysis Results. FNI will coordinate with the OWNER and its laboratory
in obtaining laboratory analyses required for the permit application. We will provide to the
OWNER and its designated laboratory copies of tables from the current TCEQ application
form for the laboratory to complete. We propose that the laboratory complete these tables to
reduce the risk of transcription errors. Upon receipt, FNI will review the tables for
consistency with TCEQ's required minimum analytical limits (MALs)and for reasonability
of the results.
c. Prepare Permit Application and Transmittal Letter. FNI will prepare a draft permit
application and provide up to three copies for the OWNER's review. The application will
include maps,engineering drawings,schematic diagrams,and other required figures. We will
finalize the application based on the OWNER's comments and deliver a final original
application and three (3) copies for the OWNER to transmit to the TCEQ. We will also
provide up to three(3)copies of the final application for the OWNER's and TWDB's files.
d. Application Delivery and Meeting with TCEO. FNI may meet with TCEQ staff upon
delivery of the final application to discuss the City's proposed relocated WWTP.
e. Follow-Up with TCEQ. We estimate that it may take up to 40 hours to address TCEQ
comments after submitting the application,which includes a possible additional meeting with
the TCEQ to discuss the proposed permit amendments.If we see that the effort would exceed
this amount in order to secure a final TPDES permit,we will notify the OWNER for written
approval of a budget modification to proceed.
3. As a Special Service, provide an Environmental Assessment. Perform an Environmental
Assessment (EA) of the proposed site for the new treatment plant and outfall location. The EA
will be a stand-alone, self-contained document, describing the project in sufficient detail to allow
for review without reference to the engineering study or other documents. The EA format will
follow the guidelines provided by the TWDB.
a. Conduct site visit. FNI environmental scientists will conduct a site visit to make observations
in the project area in order to describe the existing conditions (environment) and assess
project impacts. The presence and locations of waters of the U. S., including wetlands, and
of potential threatened/endangered species habitat will be identified.
b. Conduct Phase I Environmental Site Assessment. FNI will conduct an initial site assessment
conforming to the current ASTM Standard El 527-13 for Environmental Site Assessments to
assess the potential for hazardous materials contamination on any property being acquired or
constructed as part of the project to meet guidelines in the TWDB ED-001A document for
EA format guidelines.
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c. Agency coordination.
a) Prepare and submit a request for verification (RFV) from the USACE regarding
impacts to waters of the U.S., if required.
b) FNI will submit coordination/notification letters and the draft EA to appropriate
agencies,as required,including U.S.Army Corps of Engineers,U.S.Fish and Wildlife
Service, Texas Commission on Environmental Quality, Texas Water Development
Board, Texas Parks and Wildlife Department, Federal Emergency Management
Agency, local managers of the Federal Flood Insurance Program,the local council of
government, and other regional agencies or local governments that may have
jurisdiction. Comments received from the agencies will be incorporated into the final
EA.
d. Preparation of Draft and Final EA. FNI will prepare a draft EA following appropriate TWDB
guidelines. The draft EA will be submitted to the Owner for review prior to submitting it to
TWDB and other agencies for review. FNI will incorporate the Owner's comments into the
EA and submit the revised draft EA to the TWDB and resource agencies for review and
comment. After TWDB and agency review, the EA will be finalized by incorporating any
required changes or comments received into the final document.
e. Archeological/cultural resource investigations. FNI will perform a cultural resources
archival review for the new WWTP site and submit a consultation letter to the Texas
Historical Commission (THC). If required, conduct an archaeological/Cultural resource
survey to meet the requirements of the Texas Antiquities Code and the National Historic
Preservation Act and include the results in the EA.
f. Public Hearing.Assist the Owner with holding one(1)Public Hearing by preparing a public
notice for the OWNER to submit to local newspaper(s), participating in the public hearing,
and incorporating the hearing record into the EA. Owner will be responsible for having the
public notice published and all cost associated with the publication and for providing
verbatim transcript services.
4. Land Acquisition Assistance. FNI shall assist OWNER with:
a. Preliminary site selection
i. Evaluate existing infrastructure for"Best"site location(s)and orientation(s)
ii. Determine available property's proximity to utilities, roads, drainage, receiving
stream, etc. Determine adequacy of size of the available property. Determine
proper zoning and clearance requirements.
b. Determine property needs(i.e.,preliminary layout,access, etc.)
c. Evaluate property
i. Assist OWNER in: contacting property Owner(s)to communicate desire to acquire
site; requesting authorization for access for geotechnical, environmental
assessment,survey, etc;negotiating for clearing,etc.needed for site evaluation.
d. Assist OWNER in Site Acquisition activities including assistance with:
i. Prepare survey and metes&bounds description for site
ii. Assist OWNER in negotiating purchase price
iii. Obtain independent appraisal of property
iv. Prepare legal documents for purchase
v. File legal documents at County Courthouse
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5. Technically Based Local Limits(TBLLs)Impact Evaluation(if required by TCEQ)
a. Perform a re-evaluation or re-assessment of the TBLLs for the new treatment plant,if required
by the TCEQ. TBLLs are based on the water quality of the receiving stream of the treatment
plant.If the new outfall from the proposed treatment plant discharges to a different water body
than the existing Main WWTP, TCEQ may require re-evaluation of the TBLLs. The
requirements for the re-evaluation or re-assessment of the TBLLs will be noted in the new
TPDES permit.
b. The following elements will be included in this task:
i. FNI will prepare a detailed sampling plan for the re-evaluation for TCEQ's review
and approval.
ii. Upon approval from TCEQ,FNI will coordinate the execution of the sampling
plan with the OWNER,and the analytical laboratory.FNI will then calculate the
TBLLs using uniform concentration, contributory flow, or mass proportioning
methods.
iii. FNI will conduct one workshop with the OWNER to discuss the re-evaluation of
the TBLLs and the proposed new limits and changes to the Ordinance.
iv. FNI will incorporate OWNER's review comments on the TBLL report prior to
final submittal to TCEQ.
v. FM will submit one(1)copy of the TBLL Report along with the required
checklists to TCEQ and provide OWNER with two(2)copies of the Final report.
c. FNI will assist the OWNER in completing the re-assessment form as required the TCEQ.
6. Engineering Feasibility Report(EFR):
a. Prepare Engineering Feasibility Report(EFR), in accordance with TWDB document
requirements, documenting the tasks performed during the preliminary design phases(Items
1-5 listed above). The report shall include schematic layouts,sketches,preliminary design
criteria and appropriate exhibits.
b. The EFR will follow the outline recommended by the TWDB SRF program guidance
manual.
c. Five(5)hard copies of the draft EFR will be provided for OWNER's review.
d. Comments from the OWNER will be incorporated in the final EFR will be submitted to the
TWDB.Five(5)hard copies of the final EFR will be provided to the OWNER.
C. DESIGN PHASE SERVICES: FM shall provide professional services in this phase as follows:
1. Prepare drawings, specifications, Construction Contract Documents, designs, and layouts of the
new treatment plant. The scope of the design will be as recommended in the Engineering
Feasibility Report. For the purposes of development of this scope, the plant is assumed to be
designed for 9 MGD initial construction followed by incremental expansions to 12 MGD and 15
MGD at later dates. The following design elements are anticipated to be included at the new plant:
a. Improvements to the existinginfluent lift station and collection system to deliver flow to the
p Y
new plant site.
b. A new headworks and grit removal facility with coarse screens,fine screens and grit removal
equipment.
c. A new aeration basin facility designed to meet anticipated permit limits of 10/15/3
(BOD/TSS/NH3 mg/L),and designed to incorporate potential future nutrient limits of 1 mg/L
total Phosphorus and 7 mg/L total Nitrogen. Future limits will be incorporated using
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biological nutrient removal and future construction of appropriate anoxic and anaerobic zones
needed to achieve nutrient removal. WWTP shall be designed in a way to incorporate these
future facilities.
d. A new final clarifier complex,new filtration facility and new ultraviolet disinfection facility
for the plant effluent flows.
e. Outfall discharge to the existing outfall at the existing Main WWTP.
f. Associated hydraulic and pumping systems for the main plant flow,RAS and WAS pumping
systems for the clarifier underflow and solids wasting systems.
g. New aerated sludge holding facilities to hold and equalize waste sludge prior to dewatering.
h. New solids dewatering building and associated thickening and dewatering equipment.
Assumption is that the City will continue to dispose of sludge in the landfill under the TCEQ
Class C requirements.
i. New odor control facilities and backup power generators.
j. New administration building and laboratory facility on the new plant site.
k. Associated electrical, instrumentation and SCADA system controls for the proposed
facilities.
1. Associated structural, civil, geotechnical, mechanical and plumbing designs for new
facilities.
2. Incorporate the required TWDB CWSRF forms and documents within the final contract
documents.
3. Prepare the Final Design Report (FDR) in accordance with requirements for the TWDB SRF
funded projects. Submit three (3) copies of the draft FDR for review, incorporate any
OWNER/TWDB comments and submit five(5)copies of the final FDR.
4. Advise OWNER of need for and recommend scope of subsurface investigations,special analysis,
hydraulic model studies, underwater exploration and mapping, etc, and the retention of special
consultants.The cost of such services shall be paid by OWNER and are not included in the services
performed by FNI.
5. Furnish OWNER, when requested, the engineering data necessary for applications for routine
permits required by local,state and federal authorities. Preparation of applications and supporting
documents for specialized permits beyond those required by TPDES,Corps of Engineers Permits,
and government grants or for planning advances is an Additional Service.
6. Conduct milestone reviews with the OWNER at the 30%,60%and 90%design completion levels.
a. Submit drawings,specifications,and updated opinions of probable construction cost for 30%,
60%, and 90%percent completion stages of the design level. Submittals shall include five
(5)copies of half size plans and specifications to OWNER and TWDB for reviews.
b. Conduct quality control (QC) review workshops with the OWNER and TWDB at 30/60/90
percent design levels. These are assumed to be all day workshops held in Port Arthur.
c. Conduct constructability reviews at 60 and 90 percent design levels.
d. Conduct a single day construction sequencing workshop with the OWNER at the 90%
completion level. Workshop to be held in Port Arthur.
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7. Submit final drawings, specifications, and Construction Contract Documents to the applicable
federal and state agency(s)for approval,including the TWDB for final review and approval,where
required. Submit drawings for the new lab/admin building to Texas Department of Licensing and
Regulation for appropriate ADA compliance rules and associated approvals.
8. Furnish such information necessary to utility companies whose facilities may be affected or
services may be required for the Project.
9. Prepare bidder's proposal forms(project quantities)of the improvements to be constructed.
10. Furnish OWNER Five (5) sets of copies of drawings, specifications, and bid proposals marked
"Preliminary"for approval by OWNER and TWDB. Upon final approval by OWNER,FNI will
provide OWNER Ten(10)sets of copies of"Final"drawings to OWNER and TWDB.
11. Prepare applications and documentation for CWSRF funding for construction phase(Equivalency
Funds)for the OWNER and submit required documentation to the TWDB for approval.
D. BID PHASE SERVICES. Bid phase services assume the project is constructed based on a traditional
design-bid-build (DBB) approach. If an approach other than DBB, such as Construction Manager-
At-Risk (CMAR), is pursued, any changes in bid phase or design phase services associated with
alternative project delivery will be an additional service. Upon completion of the design services and
approval of"Final" drawings and specifications by OWNER and TWDB, FNI will proceed with the
performance of services in this phase as follows:
1. Assist OWNER in securing bids. Issue a Notice to Bidders to prospective contractors and vendors
listed in FNI's database of prospective bidders,and to selected plan rooms. Provide a copy of the
notice to bidders for OWNER to use in notifying construction news publications and publishing
appropriate legal notice. The cost for publications shall be paid by OWNER.
2. Distribution of electronic documents to on-line plan rooms. Print up to ten (10) sets of Bid
Documents(three(3)full-size and seven(7)half-size)for the OWNER,and upload electronic sets
to BidSync for Contract Document sales to prospective bidders and notification of plan rooms.
3. Maintain information on entities that have been issue a set of bid documents. Distribute
information on plan holders to interested contractors and vendors on request.
4. Assist OWNER by responding to questions and interpreting bid documents. Prepare and issue
addenda to the bid documents to plan holders if necessary.
5. At OWNER request, FNI will assist OWNER in the opening, tabulating, and analyzing the bids
received. Review the qualification information provided by the apparent low bidder to determine
if, based on the information available, they appear to be qualified to construct the project.
Recommend award of contracts or other actions as appropriate to be taken by OWNER. Pre-
qualification of all prospective bidders and issuing a list of eligible bidders prior to the bid opening
is an additional service.
6. Assist the OWNER in conducting a pre-bid conference for the construction projects and coordinate
responses with OWNER. Response to the pre-bid conference will be in the form of addenda issued
after the conference.Attend the tour of the project site after the pre-bid conference.
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7. Assist OWNER in the preparation of Construction Contract Documents for construction contracts.
Provide ten (10) sets of Construction Contract Documents which include information from the
apparent low bidders bid documents, legal documents, and addenda bound in the documents.
Distribute six(6)copies of these documents to the contractor with a notice of award that includes
directions for the execution of these documents by the construction contractor. After execution by
Contractor and OWNER, provide Contractor and OWNER two (2) each of the executed sets of
documents and send one (1) of the executed sets to the TWDB. Provide OWNER with the
remaining four (4) sets of these documents for use during construction. Additional sets of
documents can be provided as an additional service.
8. Furnish contractor with five (5) copies of the conformed drawings and specifications for
construction pursuant to the General and Supplementary Conditions of the Construction Contract.
E. CONSTRUCTION PHASE: The CONSTRUCTION PHASE scope of services and fee shall be
determined after approval of the Final Design and Bid Phases.Future construction phase services shall
be performed by FNI, in accordance with the TWDB CWSRF guidance and documentation
requirements:
1. Assist in the preparation of an application for TWDB CWSRF Loan for construction funding.
2. Upon completion of the bid or negotiation phase services,FNI will proceed with the performance
of construction phase services. The detailed scope of these services will be described at a later
date and funded through a separate CWSRF Loan Application. FNI will endeavor to protect
OWNER in providing these services however, it is understood that FNI does not guarantee the
Contractor's performance,nor is FNI responsible for supervision of the Contractor's operation and
employees. FNI shall not be responsible for the means, methods, techniques, sequences or
procedures of construction selected by the Contractor, or any safety precautions and programs
relating in any way to the condition of the premises, the work of the Contractor or any
Subcontractor. FNI shall not be responsible for the acts or omissions of any person (except its
own employees or agents) at the Project site or otherwise performing any of the work of the
Project.
ARTICLE II
ADDITIONAL SERVICES: Additional Services to be performed by FNI, if authorized by OWNER,which
are not included in the above described basic services,are described as follows:
A. GIS mapping services or assistance with these services.
B. Providing services to investigate existing conditions or facilities, or to make measured drawings
thereof, or to verify the accuracy of drawings or other information furnished by OWNER.
C. Making revisions to drawings, specifications or other documents when such revisions are 1) not
consistent with approvals or instructions previously given by OWNER or 2) due to other causes not
solely within the control of FNI.
D. Conducting pilot plant studies or tests.
E. Preparing data and reports for assistance to OWNER in preparation for hearings before regulatory
agencies,courts,arbitration panels or any mediator,giving testimony,personally or by deposition,and
preparations therefore before any regulatory agency, court,arbitration panel or mediator.
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SC-9 OWNER
ATTACHMENT SC
F. Assisting OWNER in the defense or prosecution of litigation in connection with or in addition to those
services contemplated by this AGREEMENT. Such services, if any, shall be furnished by FNI on a
fee basis negotiated by the respective parties outside of and in addition to this AGREEMENT.
G. Design, contract modifications, studies or analysis required to comply with local, State, Federal or
other regulatory agencies that become effective after the date of this agreement.
H. Services required to resolve bid protests or to rebid the projects for any reason.
I. Visits to the site in excess of the number of trips included in Article I for periodic site visits,
coordination meetings, or contract completion activities.
J. Providing basic or additional services on an accelerated time schedule. The scope of this service
include cost for overtime wages of employees and consultants, inefficiencies in work sequence and
plotting or reproduction costs directly attributable to an accelerated time schedule directed by the
OWNER.
K. Providing services made necessary because of unforeseen, concealed, or differing site conditions or
due to the presence of hazardous substances in any form.
L. Providing value engineering studies or reviews of cost savings proposed by construction contractors
after bids have been submitted.
M. Preparing statements for invoicing or other documentation for billing other than for the standard
invoice for services attached to this professional services agreement.
N. Provide Geotechnical investigations,studies and reports beyond those required for the new plant site,
outfall alignment and proposed collection system improvements.
O. Preparation of additional environmental services not described in Basic Services and as listed below:
a. Preparation of an individual 404 permit application, Letter of Permission, preconstruction
notification(PCN), or jurisdictional determination report for the U. S. Army Corps of Engineers
(USACE).
b. Preparation of a request for authorization for alteration or modification of a USACE project under
33 USC 408 for a new outfall or other proposed facilities.
c. Application for General Land Office easements.
d. Application for Texas Parks&Wildlife Department Sand and Gravel Permit.
e. Additional field investigations or analysis required to respond to public or regulatory agency
comments,including additional data requests,schematics or drawings of project features.
f. Preparation of mitigation plans to compensate for environmental impacts.
g. Preparation of Storm Water Pollution Prevention Plans.
h. Presence/absence surveys for federally listed threatened/endangered species.
i. Consultation with the U. S. Fish and Wildlife Service under Section 7 of the Endangered Species
act.
j. Mitigation monitoring if required by permit conditions.
k. Monitoring compliance with permit conditions.
1. Other environmental studies or tasks not specifically included in Basic Services
m. Presence/absence surveys for federally listed threatened/endangered species.
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SC-10 OWNER
ATTACHMENT SC
ARTICLE III
TIME OF COMPLETION: FNI is authorized to commence work on the Project upon execution of this
AGREEMENT and agrees to complete the services in accordance with the following schedule:
• Begin Preliminary Design Upon authorization to proceed
• Submit EFR to TDWB 10 months after authorization to proceed
• Begin Final Design Upon approval of EFR by TWDB
• Complete Final Design 10 months after approval of EFR
• Submit Documents to Regulatory Agencies&TWDB 1 month after Final Approval by Owner
• Regulatory Approval of Final Documents 3 months
• Advertise for Bids Upon Regulatory Approval&TWDB
• Bid Phase 45 Days
• Regulatory Approval of Bids 2 months
• Construction Phase TBD
If FNI's services are delayed through no fault of FNI, FNI shall be entitled to adjust contract schedule
consistent with the number of days of delay. These delays may include but are not limited to delays in OWNER
or regulatory reviews, delays on the flow of information to be provided to FNI, governmental approvals, etc.
These delays may result in an adjustment to compensation as outlined on the face of this AGREEMENT and
in Attachment CO.
ARTICLE IV
RESPONSIBILITIES OF OWNER: OWNER shall perform the following in a timely manner so as not to
delay the services of FNI:
A. Owner recognizes and expects that certain Change Orders may be required. Unless noted otherwise,
the Owner shall budget a minimum of 5%for new construction and a minimum of 10%for construction
that includes refurbishing existing structures.
Further,Owner recognizes and expects that certain Change Orders may be required to be issued as the
result in whole or part of imprecision,incompleteness,errors,omission,ambiguities,or inconsistencies
in the Drawings,Specifications,and other design documentation furnished by Engineer or in the other
professional services performed or furnished by Engineer under this Agreement ("Covered Change
Orders"). Accordingly, Owner agrees to pay for Change Orders and otherwise to make no claim
directly or indirectly against Engineer on the basis of professional negligence, breach of contract, or
otherwise with respect to the costs of approved Covered Change Orders unless the aggregate costs of
all such approved Covered Change Orders exceed 2%for new construction and 4%for reconstruction.
Any responsibility of Engineer for the costs of Covered Changed Orders in excess of such percentage
will be determined on the basis of applicable contractual obligations and professional liability
standards. For purposes of this paragraph,the cost of Covered Change Orders will not include:
• any costs that Owner would have incurred if the Covered Change Order work had been included
originally in the Contract Documents and without any other error or omission of Engineer related
thereto,
• Any costs that are due to unforeseen site conditions,or
• Any costs that are due to changes made by the Owner.
• Any costs that are due to the Contractor
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SC-11 OWNER
ATTACHMENT SC
Nothing in this provision creates a presumption that,or changes the professional liability standard for
determining if, Engineer is liable for the cost of Covered Change Orders in excess of the percent of
Construction Cost stated above or for any other Change Order. Wherever used in this document,the
term Engineer includes Engineer's officers, directors, partners, employees, agents, and Engineers
Consultants.
B. Designate in writing a person to act as OWNER's representative with respect to the services to be
rendered under this AGREEMENT. Such person shall have contract authority to transmit instructions,
receive information, interpret and define OWNER's policies and decisions with respect to FNI's
services for the Project.
C. Provide all criteria and full information as to OWNER's requirements for the Project,including design
objectives and constraints, space, capacity and performance requirements, flexibility and
expandability, and any budgetary limitations; and furnish copies of all design and construction
standards which OWNER will require to be included in the drawings and specifications.
D. Assist FNI by placing at FNI's disposal all available information pertinent to the Project including
previous reports and any other data relative to design or construction of the Project. Information
needed for the TPDES permit application includes, but is not necessarily limited to, the following
items: tables of effluent analyses to be prepared by the City's laboratory for all required parameters
and copies of signed laboratory reports for the required analyses.
E. Arrange for access to and make all provisions for FNI to enter upon public and private property as
required for FNI to perform services under this AGREEMENT.
F. Examine all studies, reports, sketches, drawings, specifications, proposals and other documents
presented by FNI,obtain advice of an attorney,insurance counselor and other consultants as OWNER
deems appropriate for such examination and render in writing decisions pertaining thereto within a
reasonable time so as not to delay the services of FNI.
G. Furnish approvals and permits from all governmental authorities having jurisdiction over the Project
and such approvals and consents from others as may be necessary for completion of the Project.
H. The City shall provide the application fee and submit the final application, copies, and the fee to the
TCEQ. The City shall also provide for advertisement and notification of the permit
amendment/renewal application,if required by the TCEQ.
The City shall prepare public notices for TPDES applications, and public meetings or hearings, as
required, and submit for publication in the appropriate newspapers. The City shall make available to
FNI affidavits from publishers of such notices as needed to document publication. Owner will be
responsible for having the public notices published and all cost associated with the publication and for
providing verbatim transcript services.
J. Provide such accounting, independent cost estimating and insurance counseling services as may be
required for the Project, such legal services as OWNER may require or FNI may reasonably request
with regard to legal issues pertaining to the Project including any that may be raised by Contractor(s),
such auditing service as OWNER may require to ascertain how or for what purpose any Contractor
has used the moneys paid under the construction contract, and such inspection services as OWNER
may require to ascertain that Contractor(s) are complying with any law, rule, regulation, ordinance,
code or order applicable to their furnishing and performing the work.
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SC-12 OWNER
ATTACHMENT SC
K. OWNER shall determine, prior to receipt of construction bid, if FNI is to furnish Resident Project
Representative service so the Bidders can be informed.
L. If OWNER designates a person to serve in the capacity of Resident Project Representative who is not
FNI or FNI's agent or employee, the duties, responsibilities and limitations of authority of such
Resident Project Representative(s)will be set forth in an Attachment attached to and made a part of
this AGREEMENT before the Construction Phase of the Project begins. Said attachment shall also
set forth appropriate modifications of the Construction Phase services as defined in Attachment SC,
Article I, C,together with such adjustment of compensation as appropriate.
M. Attend the pre-bid conference, bid opening, preconstruction conferences, construction progress and
other job related meetings and substantial completion inspections and final payment inspections.
N. Give prompt written notice to FNI whenever OWNER observes or otherwise becomes aware of any
development that affects the scope or timing of FNI's services, or any defect or nonconformance of
the work of any Contractor.
O. Furnish,or direct FNI to provide,Additional Services as stipulated in Attachment SC,Article II of this
AGREEMENT or other services as required.
P. Bear all costs incident to compliance with the requirements of this Article IV.
ARTICLE V
DESIGNATED REPRESENTATIVES:FNI and OWNER designate the following representatives:
Owner's Designated Representative—Mr.John Tomplait,P. O.Box 1089,Port Arthur,Texas 77641-1089;
Phone:409-983-8552; e-mail: jtomplait@portarthur.net
FNI's Designated Representative— David Jackson,P.E.,2711 N.Haskell Avenue, Suite 3300,Dallas,TX
75204;Phone:214-217-2257; e-mail: David.Jackson@freese.com
FNI's Accounting Representative—David Thomas, 10497 Town and Country Way, Suite 600,Houston,
Texas 77024;Phone: (713)600-6817;Fax: (713)600-6801;e-mail: David.Thomas@freese.com
ARTICLE VI
EXHIBITS
The following exhibits are attached:
Attachment CO—Compensation
Attachment TC—Terms and Conditions of Agreement
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SC-13 OWNER
ATTACHMENT CO
COMPENSATION
Compensation to FNI for the Basic Services described in Attachment SC shall be the lump sum of Five Million Eight Hundred
Seventy Two Thousand Two Hundred Dollars ($5,872,200).
Compensation to FNI for Special Services in Attachment SC shall be computed on the basis of the Schedule of Charges, but
shall be in the following separate Not to Exceed Tasks:
Geotechnical Engineering (Article 1, A, 3)- Eighty Five Thousand Dollars ($85,000)
Surveying (Article 1,A, 4)-Seventy Five Thousand Dollars($75,000)
Environmental Permitting (Article 1, B, 2)- One Hundred Twenty Five Thousand Dollars ($125,000)
Environmental Assessment (Article 1, B, 3)- One Hundred Twenty Five Thousand Dollars ($125,000)
Total Compensation for Basic and Special Services combined shall be$6,282,200.
If FNI sees the Scope of Services changing so that Additional Services are needed, including but not limited to those services
described as Additional Services in Attachment SC, FNI will notify OWNER for OWNER's approval before proceeding. Additional
Services shall be computed based on the Schedule of Charges.
Schedule of Charges:
Position Rate
Professional- 1 117
Professional-2 141
Professional- 3 160
Professional-4 184
Professional- 5 215
Professional-6 246
Construction Manager- 1 93
Construction Manager-2 121
Construction Manager-3 142
Construction Manager-4 179
CAD Technician/Designer- 1 100
CAD Technician/Designer-2 129
CAD Technician/Designer-3 159
Corporate Project Support- 1 95
Corporate Project Support-2 114
Corporate Project Support-3 152
Intern/Coop 58
Rates for In-House Services
Technology Charge Bulk Printing and Reproduction
$8.50 per hour Black and White $0.10 per copy
Color $0.25 per copy
Travel Plot- Bond $2.50 per plot
Standard IRS Rates Plot- Color $5.75 per plot
Plot- Other $5.00 per plot
Binding $0.25 per binding
OTHER DIRECT EXPENSES:
Other direct expenses are reimbursed at actual cost times a multiplier of 1.10. They include outside printing and reproduction
expense, communication expense, travel, transportation and subsistence away from the FNI office and other miscellaneous
expenses directly related to the work, including costs of laboratory analysis, test, and other work required to be done by
independent persons other than staff members. For Resident Representative services performed by non-FNI employees and
CAD services performed In-house by non-FNI employees where FNI provides workspace and equipment to perform such
services, these services will be billed at cost times a multiplier of 2.0. This markup approximates the cost to FNI if an FNI
employee was performing the same or similar services.
These rates will be adjusted annually. FNI
3042014 OWNER
10-25-07 ATTACHMENT TC
TERMS AND CONDITIONS OF AGREEMENT
DEFINITIONS: The term Owner as used herein refers to the . The term
FNI as used herein refers to Freese and Nichols,Inc.,its employees and agents;also its subcontractors and their employees
and agents. As used herein, Services refers to the professional services performed by Freese and Nichols pursuant to the
AGREEMENT.
2. CHANGES: Owner,without invalidating the AGREEMENT,may order changes within the general scope of the WORK
required by the AGREEMENT by altering,adding to and/or deducting from the WORK to be performed. If any change under
this clause causes an increase or decrease in FNI's cost of,or the time required for,the performance of any part of the Services
under the AGREEMENT,an equitable adjustment will be made by mutual agreement and the AGREEMENT modified in
writing accordingly.
3. TERMINATION: The obligation to provide services under this AGREEMENT may be terminated by either party upon ten
days'written notice. In the event of termination,FNI will be paid for all services rendered and reimbursable expenses incurred
to the date of termination and,in addition,all reimbursable expenses directly attributable to termination.
4. CONSEQUENTIAL DAMAGES: In no event shall FNI or its subcontractors be liable in contract,tort,strict liability,
warranty,or otherwise for any special,indirect,incidental or consequential damages,such as loss of product,loss of use of the
equipment or system, loss of anticipated profits or revenue, non-operation or increased expense of operation or other
equipment or systems.
5. INFORMATION FURNISHED BY OWNER: Owner will assist FNI by placing at FNI's disposal all available information
pertinent to the Project including previous reports and any other data relative to design or construction of the Project. FNI
shall have no liability for defects or negligence in the Services attributable to FNrs reliance upon or use of data, design
criteria,drawings, specifications or other information furnished by Owner and Owner agrees to indemnify and hold FNI
harmless from any and all claims and judgments,and all losses,costs and expenses arising therefrom. FM shall disclose to
Owner,prior to use thereof,defects or omissions in the data,design criteria,drawings,specifications or other information
furnished by Owner to FNI that FNI may reasonably discover in its review and inspection thereof.
6. INSURANCE: FM shall provide to Owner certificates of insurance which shall contain the following minimum coverage
(All limits in thousands):
Commercial General Liability Workers'Compensation
General Aggregate $2,000 Each Accident $500
Automobile Liability(Any Auto) Professional Liability
CSL $1,000 $3,000 Annual Aggregate
7. SUBCONTRACTS: If,for any reason,at any time during the progress of providing Services,Owner determines that any
subcontractor for FNI is incompetent or undesirable,Owner will notify FNI accordingly and FM shall take immediate steps for
cancellation of such subcontract. Subletting by subcontractors shall be subject to the same regulations. Nothing contained in
the AGREEMENT shall create any contractual relation between any subcontractor and Owner.
8. OWNERSHIP OF DOCUMENTS: All drawings,reports data and other project information developed in the execution of
the Services provided under this AGREEMENT shall be the property of the Owner upon payment of FNI's fees for services.
FNI may retain copies for record purposes. Owner agrees such documents are not intended or represented to be suitable for
reuse by Owner or others. Any reuse by Owner or by those who obtained said documents from Owner without written
verification or adaptation by FNI will be at Owner's sole risk and without liability or legal exposure to FNI, or to FM's
independent associates or consultants,and Owner shall indemnify and hold harmless FNI and FNI's independent associates and
consultants from all claims,damages,losses and expenses including attorneys'fees arising out of or resulting therefrom. Any
such verification or adaptation will entitle FNI to further reasonable compensation. FNI may reuse all drawings,report data
and other project information in the execution of the Services provided under this AGREEMENT in FNI's other activities.
Any reuse by FM will be at FM's sole risk and without liability or legal exposure to Owner,and FNI shall indemnify and hold
harmless Owner from all claims,damages,losses and expenses including attorneys'fees arising out of or resulting therefrom.
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9. POLLUTANTS AND HAZARDOUS WASTES: It is understood and agreed that FNI has neither created nor contributed to
the creation or existence of any hazardous,radioactive,toxic,irritant,pollutant,or otherwise dangerous substance or condition
at the site,if any,and its compensation hereunder is in no way commensurate with the potential risk of injury or loss that may
be caused by exposures to such substances or conditions. The parties agree that in performing the Services required by this
AGREEMENT,FNI does not take possession or control of the subject site,but acts as an invitee in performing the services,
and is not therefore responsible for the existence of any pollutant present on or migrating from the site. Further,FM shall have
no responsibility for any pollutant during clean-up,transportation,storage or disposal activities.
10. OPINION OF PROBABLE COSTS: FNI will furnish an opinion of probable project development cost based on present
day cost,but does not guarantee the accuracy of such estimates. Opinions of probable cost,financial evaluations,feasibility
studies,economic analyses of alternate solutions and utilitarian considerations of operations and maintenance costs prepared
by FNI hereunder will be made on the basis of FNI's experience and qualifications and represent FNI's judgment as an
experienced and qualified design professional. It is recognized,however,that FNI does not have control over the cost of labor,
material,equipment or services furnished by others or over market conditions or contractors'methods of determining their
prices.
11. CONSTRUCTION REPRESENTATION: If required by the AGREEMENT,FM will furnish Construction Representation
according to the defined scope for these services. FM will observe the progress and the quality of work to determine in
general if the work is proceeding in accordance with the Contract Documents. In performing these services,FM will endeavor
to protect Owner against defects and deficiencies in the work of Contractors;FNI will report any observed deficiencies to
Owner,however,it is understood that FNI does not guarantee the Contractor's performance,nor is FNI responsible for the
supervision of the Contractor's operation and employees. FNI shall not be responsible for the means,methods,techniques,
sequences or procedures of construction selected by the Contractor,or the safety precautions and programs incident to the
work of the Contractor. FNI shall not be responsible for the acts or omissions of any person(except his own employees or
agent)at the Project site or otherwise performing any of the work of the Project. If Owner designates a person to serve in the
capacity of Resident Project Representative who is not a FNI's employee or FNI's agent, the duties, responsibilities and
limitations of authority of such Resident Project Representative(s) will be set forth in writing and made a part of this
AGREEMENT before the Construction Phase of the Project begins.
12. PAYMENT: Progress payments may be requested by FNI based on the amount of services completed. Payment for the
services of FNI shall be due and payable upon submission of a statement for services to OWNER and in acceptance of the
services as satisfactory by the OWNER. Statements for services shall not be submitted more frequently than monthly. Any
applicable new taxes imposed upon services,expenses,and charges by any governmental body after the execution of this
AGREEMENT will be added to FNI's compensation.
If OWNER fails to make any payment due FM for services and expenses within thirty (30) days after receipt of FNI's
statement for services therefore,the amounts due FM will be increased at the rate of one percent(1%)per month from said
thirtieth(30th)day,and,in addition,FNI may,after giving seven(7)days'written notice to OWNER,suspend services under
this AGREEMENT until FNI has been paid in full,all amounts due for services,expenses and charges.
13. ARBI'T'RATION: No arbitration arising out of,or relating to,this AGREEMENT involving one party to this AGREEMENT
may include the other party to this AGREEMENT without their approval.
14. SUCCESSORS AND ASSIGNMENTS: OWNER and FNI each are hereby bound and the partners,successors,executors,
administrators and legal representatives of OWNER and FNI are hereby bound to the other party to this AGREEMENT and to
the partners,successors,executors,administrators and legal representatives(and said assigns)of such other party,in respect of
all covenants,agreements and obligations of this AGREEMENT.
Neither OWNER nor FM shall assign,sublet or transfer any rights under or interest in(including,but without limitation,
moneys that may become due or moneys that are due)this AGREEMENT without the written consent of the other,except to
the extent that any assignment,subletting or transfer is mandated by law or the effect of this limitation may be restricted by
law. Unless specifically stated to the contrary in any written consent to an assignment,no assignment will release or discharge
the assignor from any duty or responsibility under this AGREEMENT. Nothing contained in this paragraph shall prevent FNI
from employing such independent associates and consultants as FM may deem appropriate to assist in the performance of
services hereunder.
15. PURCHASE ORDERS: If a Purchase Order is used to authorize FNI's Services,only the terms,conditions/instructions typed
on the face of the Purchase Order shall apply to this AGREEMENT. Should there be any conflict between the Purchase Order
and the terms of this AGREEMENT,then this AGREEMENT shall prevail and shall be determinative of the conflict.
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