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HomeMy WebLinkAbout109-03 RESOLUTION• • RESOLUTION NO. 109-03 A RESOLUTION TO APPROVE AN HOURLY RATE ENGINEERING CONTRACT WITH BURNS AND MCDONNELL ENGINEERING COMPANY, INC. IN THE NOT TO EXCEED AMOUNT OF S2,685,366.00 FOR ENGINEERING SERVICES RELATED TO DESIGN AND BIDDING PHASE PROGRAM MANAGEMENT SERVICES INCLUDING VALUE ENGINEERING FOR THE WASTEWATER SYSTEM IMPROVEMENT PROJECT BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section I. That the City Council of the City of Fayetteville, Arkansas hereby approves an hourly rate contract in the not to exceed amount of Two Million Six Hundred Eighty-five Thousand Three Hundred Sixty -Six Dollars (52,685,366.00) attached as Exhibit A. This hourly rate contract engages Burns and McDonnell Engineering Company, Inc. to provide engineering services to include: recommendations for construction packaging and sequence of bidding and construction for this project, period review of designs for the project, bidding documents for the four other engineering firms, conducting six value engineering workshops, monitoring compliance of other engineering firms with contract terms, establishing minimum design standards, preparing standard contracts and specifications for other engineering firms, liaison with Arkansas Soil and Water Conservation Commission and assisting engineer firms with design phase and bidding, and design and maintenance of web page for this project. Section 2. That the City Council of the City of Fayetteville, Arkansas hereby authorizes Mayor Dan Coody to execute this contract (Exhibit A) to hire Burns and McDonnell Engineering Company, Inc. for this project. PASSED and APPROVED this the 151h day of July, 2003. fir --1- Rr ATTEST: By: Sondra Smith, City Clerk APPROVED: By: • • AGREEMENT For PROFESSIONAL PROGRAM MANAGEMENT SERVICES Between CITY OF FAYETTEVILLE, ARKANSAS And BURNS & MCDONNELL ENGINEERING CO., INC. KANSAS CITY, MISSOURI THIS AGREEMENT is made as of 2(0 by and between City. of Fayetteville, Arkansas, acting by and through its Mayor (hereinafter called CITY OF FAYETTEVILLE) and Burns & McDonnell Engineering Company, Inc., a Missouri corporation providing professional program management scrviccs with offices located in Kansas City, Missouri, (hereinafter called BURNS & MCDONNELL ENGINEERING). CITY OF FAYETTEVILLE from time to time requires program management services in connection with the planning, design, permitting, construction, operation, maintenance, management, and financing of the Fayetteville Wastewater System Improvement Project (The "Program') Therefore. CITY OF FAYETTEVILLE and BURNS & MCDONNELL ENGINEERING in consideration of their mutual covenants agree as follows: BURNS & MCDONNELL ENGINEERING shall serve as CITY OF FAYE1TEVILLE's Program Manager in those assignments to which this Agrccmcnt applies, and shall give consultation and advice to CITY OF FAYETTEVILLE during the performance of BURNS & MCDONNELL ENGINEERING's scrviccs. If Construction Phase Services are to be provided by BURNS & MCDONNELL ENGINEERING under this Agreement, the construction shall be executed under the observation of a professional engineer registered in the State of Arkansas in accordance with Arkansas Code Amended §22-9-I0I SECTION I - AUTHORIZATION OF SERVICES 1.1 Services on an) assignment shall be undertaken only upon written Authorization of CITY OF FAYETTEVILLE and agreement of BURNS & MCDONNELL ENGINEERING. 1.2 Assignments may include scrviccs described hereafter as Basic Services or as Additional Services of BURNS & MCDONNELL ENGINEERING. BMcD Design and Bid Phase Agreement 1 052303 • • 1.3 Changes, modifications or amendments in scope, price or fees to this agreement shall not be allowed without a formal agreement amendment approved by the Mayor and the City Council in advance of the change in scope, costs, fees, or delivery schedule. SECTION 2 - BASIC SERVICES OF BURNS & MCDONNELL ENGINEERING 2.1 General 2.1.1 Perform Program Management services in connection with the Program as hereinafter stated. 2.1.1.1 The Scope of Services to be furnished by BURNS & MCDONNELL ENGINEERING during the Final Design Phase is included in Appendix A attached hereto and made part of this Agreement. 2.1.1.2 The Scope of Services to he famished by BURNS & MCDONNELL ENGINEERING during the Bidding Phase is included in Appendix B attached hereto and made part of this Agreement. 2.1.1.3 The Special Terms and Conditions regarding the provision of a program web site to be furnished by BURNS & MCDONNELL ENGINEERING is included in Appendix C attached hereto and made part of this Agreement. 2.1.1.4 The Scope of Services to be furnished by BURNS & MCDONNELL ENGINEERING during the Construction Phase, if any, will be finalized and contained in an amendment to this Agreement after Final Design is completed. 2.1.1.5 Thc Scope of Services to be famished by BURNS & MCDONNELL ENGINEERING during the Post -Construction Phase, if any, will be finalized and contained in an amendment to this Agreement after Final Design is completed. 2.1.1.6 The preliminary Scope of Services to be fumishcd by BURNS & MCDONNELL ENGINEERING for Resident Services During Construction, if any, will be finalized and contained in an amcndment to this Agreement after Final Design is completed. BMcD Design and Bid Phase Agreement 2 052303 • • SECTION 3 - ADDITIONAL SERVICES OF BURNS & MCDONNELL ENGINEERING 3.1 General If authorized in writing by the CITY OF FAYETTEVILLE Mayor and the City Council and agreed to in writing by BURNS & MCDONNELL ENGINEERING, BURNS & MCDONNELL ENGINEERING shall furnish or obtain from others Additional Services of the following types which are not considered normal or customary Basic Services. The scope of Additional Scrviccs may include: 3.1.1 Grant and Loan Assistance Prepare applications and supporting documents for governmental grants. loans, or advances. 3.1.2 Financial Consultation Consult with CITY OF FAYETTEVILLE's fiscal agents and bond attorneys and provide such engineering data as required for any bond prospectus or other financing requirements. 3.1.3 Fumishing renderings or models of the Projects for CITY OF FAYE11EVILLE's use. 3.1.4 Miscellaneous Studies Investigations involving detailed consideration of operations, maintenance, and overhead expenses, and the preparation of rate schedules, earnings, and expense statements; feasibility studies; appraisals and valuations; detailed quantity surveys of material, equipment, and labor; and audits or inventories required in connection with construction performed by CITY OF FAYETTEVILLE. 3.1.5 Separately Negotiated Services Any of the following services may be provided by BURNS & MCDONNELL under a separately negotiated agreement. 3.1.5.1 Consultations involving analyses and recommendations with regard to studies previously performed or undertaken by others for CITY OF FAYETTEVILLE which may have an overall effect on the operation, collection, treatment, and disposal methods for liquid and solid wastes, but which arc not specifically included in the Scope of Work for Basic Services of this Agreement, including, but not limited to: BMW Design and Bid Phase Agreement 3 052303 • • 3.1.5.1.1 Comments, consultation, review, analysis, or completion of work contracted by others to perform water quality modeling of receiving streams or determination of effluent discharge requirements. 3.1.5.1.2 Negotiations among the CITY OF FAYETTEVILLE, the State of Arkansas and the State of Oklahoma to determine and codify agreements on the acceptable loading or concentration of nutrients in the wastewater effluent discharged into the Illinois River drainage basin. 3.1.5.1.3 Negotiations between CITY OF FAYETTEVILLE and other Northwest Arkansas cities, regional authorities, or utility districts involving acceptable loading or concentration of nutrients in the wastewater effluent discharged into the White River drainage basin. 3.1.5.1.4 Comments, consultation, review, analysis, or development of a bio -solids disposal strategy for participation in either a commercial solution or in a regional disposal option. 3.2 Contingent Additional Services 3.2.1 If services described under Contingent Additional Services in Paragraph 3.2 are required due to circumstances beyond BURNS & MCDONNELL ENGINEERING's control, BURNS & MCDONNELL ENGINEERING shall notify CI TY OF FAYETTEVILLE and request a formal agreement amendment approved by the Mayor and the City Council prior to commencing such services. If CITY OF FAYETTEVILLE deems that such services described in 3.2 are not required, CITY OF FAYETTEVILLE shall give prompt written notice to BURNS & MCDONNELL ENGINEERING. If CITY OF FAYETTEVILLE indicates in writing that all or part of such Contingent Additional Services are not required, BURNS & MCDONNELL ENGINEERING shall have no obligation to provide those services. 3.2.2 Providing services made necessary by the default of the CITY OF FAYETTEVILLE's contractors or consultants for the Program, by major defects or deficiencies in the Work of the contractors or consultants, or by failure of performance of the CITY OF FAYETTEVILLE or contractors or consultants under agreement for design or construction services. BMW Design and Bid Phase Agreement 4 052303 • • SECTION 4 - RESPONSIBILITIES OF CITY OF FAYETTEVILLE CITY OF FAYETTEVILLE shall, within a reasonable time, so as not to delay the services of BURNS & MCDONNELL ENGINEERING: 4.1 Provide full information as to CITY OF FAYETTEVILLE's requirements for the Program. 4.2 Assist BURNS & MCDONNELL ENGINEERING by placing at BURNS & MCDONNELL ENGINEERING's disposal all available information pertinent to the assignment including previous reports and any other data relative thereto. BURNS & MCDONNELL ENGINEERING may reasonably rely on the accuracy and completeness of such information without independent verification or validation. 4.3 Guarantee access to and make all provisions for BURNS & MCDONNELL ENGINEERING to enter upon public and private property as required for BURNS & MCDONNELL ENGINEERING to perform his services under this Agreement. 4.4 Examine all studies, reports, sketches, cost opinions, Bid Documents, Drawings, proposals, and other documents presented by BURNS & MCDONNELL ENGINEERING and render in writing decisions pertaining thereto. 4.5 Provide such professional legal, accounting, financial, and insurance counseling services as may be required for the Program. 4.6 Designate in writing a person to act as CITY OF FAYETTEVILLE's representative with respect to the services to be performed under this Agreement. Such person shall have complete authority to transmit instructions, receive information, interpret and define CITY OF FAYETTEVILLE's policies and decisions with respect to materials, equipment, elements and systems to be used in the Program, and other matters pertinent to the services covered by this Agreement. 4.7 Give prompt written notice to BURNS & MCDONNELL ENGINEERING whenever CITY OF FAYETTEVILLE observes or otherwise becomes aware of any defect in the Program, change in needs, assumptions, constraints, plans, or otherwise affecting the efficient execution of the Program, or possibly requiring change to Program plans, scope, budget, or schedule. BMW Design and Bid Phase Agreement 5 052303 • • 4.8 Furnish approvals and permits from all governmental authorities having jurisdiction over the Program and such approvals and consents from others as may be necessary for completion of the Program Pay directly to the governmental authorities the actual filing and permit fees after approvals arc secured by BURNS & MCDONNELL ENGINEERING. 4.9 Fumish, or direct BURNS & MCDONNELL ENGINEERING to provide, necessary Additional Services as stipulated in Section 3 of this Agreement or other services as required. SECTION 5 - PERIOD OF SERVICE 5.1 This Agreement will become effective upon the first written notice by CITY OF FAYETTEVILLE authorizing services hereunder. 5.2 This Agreement shall be applicable to all assignments authorized by CITY OF FAYETTEVILLE and accepted by BURNS & MCDONNELL ENGINEERING subsequent to the date of its execution. All assignments authorized prior to the execution of this document, even if performed in whole or in part before the execution date, shall be governed by the terms and conditions of this Agreement. 5.3 The provisions of this Agreement have been agreed to in anticipation of the orderly progress of the Program through completion of the services stated in the Agreement. BURNS & MCDONNELL ENGINEERING will proceed with providing the authorized services immediately upon receipt of written authorization from CITY OF FAYETTEVILLE. Said authorization shall include the Scope of Services authorized and the time in which the services are to be completed. SECTION 6 - PAYMENTS TO BURNS & MCDONNELL ENGINEERING 6.1 Compensation 6.1.1 Final Design Phase Services For the Scope of Services during the Final Design Phase described herein, CITY OF FAYETTEVILLE shall pay BURNS & MCDONNELL ENGINEERING the sum of the following: 6.1.1.1 For time expended by personnel, payment at the hourly rates indicated in the attached "Schedule of Hourly Professional Service Billing Rates" Form BMR 903. Such rates BMcD Design and Bid Phase Agreement 6 052303 • • include overhead and profit. The schedule is effective to January 1, 2004, and will be revised annually. 6.1.1.2 For normal computer usage, computer-aided drafting (CAD), telephone, fax, photocopy and mail services, a technology charge in accordance with the "Schedule of Hourly Professional Service Billing Rates" in effect at the time the service is provided. Specialty items are not included in the technology charge. For reproduction, printing and binding of documents, and vehicle and testing apparatus usage, amounts as determined from BURNS & MCDONNELL ENGINEERING's schedule of rates in effect at the time, the service is provided. 6.1.2 Bidding Phase Services For the Scope of Services during the Bidding Phase described herein, CITY OF FAYETTEVILLE shall pay BURNS & MCDONNELL ENGINEERING the sum of the following: 6. I.2.1 For time expended by personnel, payment at the hourly rates indicated in the attached "Schedule of Hourly Professional Service Billing Rates" Form BMR 903. Such rates include overhead and profit. The schedule is effective to January 1, 2004, and will be revised annually. 6.1.2.2 For normal computer usage, computer-aided drafting (CAD), telephone, fax, photocopy and mail services, a technology charge in accordance with the "Schedule of Hourly Professional Service Billing Rates" in effect at the time the service is provided. Specialty items are not included in the technology charge. For reproduction, printing and binding of documents, and vehicle and testing apparatus usage, amounts as determined from BURNS & MCDONNELL ENGINEERING's schedule of rates in effect at the time the service is provided. 6.1.3 The total payment for the Basic Scope of Services described in Appendix A, Appendix 8, and Appendix C is estimated to be Two Million Six Hundred Eighty-five Thousand Three Hundred Sixty-six Dollars ($2,685,366.00), but is not a guaranteed maximum. The total payment is based on expending no more than 18,067 person -hours. BMcD Design and Bid Phase Agreement 7 052303 • • 6.1.4 Construction Phase Services This section is resented for future details concerning this phase, if any. This Agreement shall be amended to include payment conditions following the completion of Design Phase Services. 6. I.5 Post -Construction Phase Services This section is reserved for future details concerning this phase, if any This Agreement shall be amended to include payment conditions following the completion of Design Phase Services. 6.1.6 Resident Services During Construction This section is reserved for future details concerning this phase, if any. This Agreement shall be amended to include payment conditions following the completion of Design Phase Services. 6.2 Statements Monthly statements, in BURNS & MCDONNELL ENGINEERING's standard format; will be submitted by BURNS & MCDONNELL ENGINEERING to CITY OF FAYETTEVILLE. Statements will be submitted covering services and expenses incurred during the preceding month. 6.3 Payments Statements are payable upon receipt and due within thirty (30) days. If a portion BURNS & MCDONNELL ENGINEERING's statement is disputed by CITY OF FAYETTEVILLE, the undisputed portion shall be paid by CITY OF FAYETTEVILLE by the due date. CITY OF FAYETTEVILLE shall advise BURNS & MCDONNELL ENGINEERING in writing of the basis for any disputed portion of any statement. CITY OF FAYETTEVILLE will make reasonable effort to pay invoices within 30 days of date the invoice is approved, however, payment within 30 days is not guaranteed. 6.4 Final Payment Upon satisfactory completion of the services performed under this Agreement, as a condition before final payment under this Agreement, or as a termination settlement under this Agreement, BURNS & MCDONNELL ENGINEERING shall execute and deliver to CITY OF FAYETTEVILLE a release of all claims against CITY OF FAYETTEVILLE arising under or by virtue of this Agreement, except claims which are specifically exempted by BURNS & MCDONNELL ENGINEERING to be set forth therein or not capable of being reasonably discernable and liquidated at time of final payment Unless otherwise BMcD Design and Bid Phase Agreement H 052303 • • provided in this Agreement or by State law or otherwise expressly agreed to by the parties to this Agreement, final payment under this Agreement or settlement upon termination of this Agreement shall not constitute a waiver of CITY OF FAYETTEVILLE's claims against BURNS & MCDONNELL ENGINEERING or his sureties under this Agreement or applicable performance and payment bonds, if any SECTION 7 - GENERAL CONSIDERATIONS 7.1 Insurance 7.1.1 During the course of performance of these services, BURNS & MCDONNELL ENGINEERING will maintain (in United States Dollars) the following minimum insurance coverages: Type of Coverage Limits of Liability Workers' Compensation Statutor Employers' Liability $500,000 Each Accident Commercial General Liability Bodily Injury and Property Damage Automobile Liability: Bodily Injury and Property Damage $1,000,000 Combined Single Limit $1,000,000 Combined Single Limit Professional Liability Insurance $1,000,000 Each Claim BURNS & MCDONNELL ENGINEERING will provide to CITY OF FAYETTEVILLE certificates as evidence of the specified insurance within ten days of the date of this Agreement and upon each renewal of coverage. 7.1.2 Consultants and construction contractors shall be required to provide (or CITY OF FAYETTEVILLE may provide) Owner's Protective Liability Insurance naming CITY OF FAYETTEVILLE as a Named Insured and BURNS & McDONNELL ENGINEERING as an additional insured, or, to endorse CITY OF FAYETTEVILLE and BURNS & McDONNELL ENGINEERING as additional insureds on any construction contractor's or consultant's liability insurance policies (except for Workmen's Compensation or professional liability policies) covering claims for personal injuries and property damage. Construction BMcD Design and Bid Phase Agreement 9 052303 • • contractors and consultants shall be required to provide certificates evidencing such insurance to CITY OF FAYETTEVILLE and BURNS & MCDONNELL ENGINEERING. 7.1.3 CITY OF FAYETTEVILLE and BURNS & MCDONNELL ENGINEERING waive all rights against each other and their officers, directors, agents, or employees for damage covered by property insurance during and after the completion of BURNS & MCDONNELL ENGINEERING's services. A provision similar to this shall be incorporated into all consultant and construction contracts entered into by CITY OF FAYETTEVILLE, and all consultants and construction contractors shall be required to provide waivers of subrogation in favor of CITY OF FAYETTEVILLE and BURNS & MCDONNELL ENGINEERING for damage or liability covered by any consultant's or construction contractor's policy of insurance. 7.2 Professional Responsibility 7.2.1 BURNS & MCDONNELL ENGINEERING will exercise reasonable skill, care, and diligence in the performance of BURNS & MCDONNELL ENGINEERING's services and will carry out its responsibilities in accordance with customarily accepted professional Program Management practices. If BURNS & MCDONNELL ENGINEERING fails to meet the foregoing standard, BURNS & MCDONNELL ENGINEERING will perform at its own cost, and without reimbursement from CITY OF FAYETTEVILLE, the professional Program Management services necessary to correct errors, omissions, or other deficiencies which are caused by BURNS & MCDONNELL ENGINEERING's failure to comply with above standard. CITY OF FAYETTEVILLE retains all other remedies to recover for its damages caused by any negligence of' BURNS & MCDONNELL ENGINEERING. CITY OF FAYETTEVILLE acknowledges that BURNS & MCDONNELL ENGINEERING will use its best efforts to facilitate efficient evaluation of the Program, but cannot guarantee any or all Program goals regarding budget, schedule, or performance will be met. 7.2.2 In addition BURNS & MCDONNELL ENGINEERING will be responsible to CITY OF FAYETTEVILLE for damages caused by its negligent conduct during its activities at the Project Sites to the extent covered by BURNS & MCDONNELL ENGINEERING's Commercial General Liability and Automobile Liability Insurance policies as specified in Paragraph 7.1.1. BMcD Design and Bid Phase Agreement 10 052303 • • 7.2.3 In no event will BURNS & MCDONNELL ENGINEERING be liable for any special, indirect, or consequential damages including, without limitation, damages or losses in the nature of increased Program costs, Program delays, loss of revenue or profit, lost production, claims by customers or constituents of CITY OF FAYETTEVILLE, or for governmental fines or penalties. 7.2.4 BURNS & MCDONNELL ENGINEERING's aggregate liability for all damages connected with its services for the Program not excluded by the preceding subparagraph, whether covered by insurance or not, will not exceed the compensation paid under this Agreement. 7.2.5 The obligations and remedies stated in this Paragraph 7.2, Professional Responsibility, are the sole and exclusive obligations of BURNS & MCDONNELL ENGINEERING and are the exclusive remedies of CITY OF FAYETTEVILLE regardless of the cause of action pled including, without limitation, negligence of every character. 7.2.6 CITY OF FAYETTEVILLE acknowledges that BURNS & MCDONNELL ENGINEERING will be interacting on behalf of CITY OF FAYETTEVILLE with all Program participants and stakeholders at a high level. This broad participation exposes BURNS & MCDONNELL ENGINEERING to many potential risks and conflicts to participants and third parties that would otherwise remain with the CITY OF FAYETTEVILLE, if BURNS & MCDONNELL ENGINEERING's method had not been employed. CffY OF FAYETTEVILLE also recognizes the benefit of utilizing BURNS & MCDONNELL ENGINEERING as the obligations and responsibilities of BURNS & MCDONNELL ENGINEERING are not within the core competencies, or could not be provided by the current staff of, CITY OF FAYETTEVILLE. In addition to the protections provided in this Section 7.2 to entice BURNS & MCDONNELL ENGINEERING to offer the scope of services for the negotiated rates herein, CITY OF FAYETTEVILLE also will provide the following indemnification: 7.2.6.I CITY OF FAYETTEVILLE will indemnify, defend, and hold harmless BURNS & MCDONNELL ENGINEERING from and against any and all loss where Toss is caused or incurred or alleged to be caused or incurred in whole or in part as a result of the negligence or other actionable fault of CITY OF FAYETTEVILLE, of the Consultants, Contractors, or their employees, agents, Subcontractors, and Suppliers. 7.2.6.2 CITY OF FAYETTEVILLE also agrees that it will require all Consultants, and construction Contractors to indemnify, defend, and hold harmless CITY OF BMcD Design and Bid Phase Agreement 1 I 052303 • • FAYETTEVILLE and BURNS & MCDONNELL ENGINEERING from and against any and all loss where loss is caused or incurred or alleged to be caused or incurred in whole or in part as a result of the negligence or other actionable fault of the Consultants, the Contractors, or their employees, agents, Subcontractors, and Suppliers. 7.2.6.3 Should these indemnification provisions of 7.2.6 above be found to be, in whole or in part unenforceable, it shall be reformed to conform to law and to accomplish, to the greatest extent possible, their original intent or outcome, consistent with the law. 7.3 Cost Opinions and Projections Cost opinions and projections prepared by BURNS & MCDONNELL ENGINEERING relating to construction costs and schedules, operation and maintenance costs, equipment characteristics and performance, and operating results are based on BURNS & MCDONNELL ENGINEERING's experience, qualifications, and judgment as a Program Manager. Since BURNS & MCDONNELL ENGINEERING has no control over weather, cost and availability of labor, material and equipment, labor productivity, construction Contractors' procedures and methods, unavoidable delays, construction Contractors' methods of determining prices, economic conditions, competitive bidding or market conditions, and other factors affecting such cost opinions or projections, BURNS & MCDONNELL ENGINEERING does not guarantee that actual rates, costs, performance, schedules, and related items will not vary from cost opinions and projections prepared by BURNS & MCDONNELL ENGINEERING. 7.4 Changes CITY OF FAYETTEVILLE shall have the right to make changes within the general scope of BURNS & MCDONNELL ENGINEERING'S services, with an appropriate change in compensation and schedule only after Fayetteville City Council approval of such proposed changes and, upon execution of a mutually acceptable amendment or change order signed by the Mayor of the CITY OF FAYETTEVILLE and the President or any Vice President of BURNS & MCDONNELL ENGINEERING. 7.5 Termination 75. I This Agreement may be terminated in whole or in part in writing by either party in the event of substantial failure by the other party to fulfill its obligations under this Agreement through no fault of the terminating party, provided that no termination may be effected unless the other party is given: BMcD Design and Bid Phase Agreement 12 052303 • • 7.5. I . I Not Tess than ten (10) calendar days written notice (delivered by certified mail, retum receipt requested) of intent to terminate. 7.5.1.2 An opportunity for consultation with the terminating party prior to termination. 7.5.2 This Agreement may be terminated in whole or in part in writing by CITY OF FAYETTEVILLE for its convenience, provided that BURNS & MCDONNELL ENGINEERING is given: 7.5.2.1 Not less than ten (10) calendar days written notice (delivered by certified mail, retum receipt requested) of intent to terminate, 7.5.2.2 An opportunity for consultation with the terminating party prior to termination. 7.5.3 If termination for default is effected by CITY OF FAYETTEVILLE, an equitable adjustment in the price provided for in this Agreement shall be made, but 7.5.3.1 No amount shall be allowed for anticipated profit on unperformed services, 7.5.3.2 Any payment due to BURNS & MCDONNELL ENGINEERING at the time of termination may be adjusted to cover any additional costs to CITY OF FAYETTEVILLE because of BURNS & MCDONNELL ENGINEERING's default. 7.5.4 If termination for default is effected by BURNS & MCDONNELL ENGINEERING, or if termination for convenience is effected by CITY OF FAYETTEVILLE, the equitable adjustment for any termination shall provide for payment to BURNS & MCDONNELL ENGINEERING for services rendered and expenses incurred prior to the termination, in addition to termination settlement costs reasonably incurred by BURNS & MCDONNELL ENGINEERING relating to commitments which had become firm prior to the termination. 7.5.5 Upon receipt of a termination action under Paragraphs 7.5.1 or 7.5.2 above, BURNS & MCDONNELL ENGINEERING shall: 7.5.5.1 Promptly discontinue all affected services (unless the notice directs otherwise), 7.5.5.2 Deliver or otherwise make available to CITY OF FAYETTEVILLE all data, drawings, specifications, reports, cost opinions, summaries and such other information and BMcD Design and Bid Phase Agreement 13 052303 • • materials as may have been accumulated by BURNS & MCDONNELL ENGINEERING in performing this Agreement, whether completed or in process. 7.5.6 Upon termination under Paragraphs 7.5.1 or 7.5.2 above CITY OF FAYETTEVILLE may take over the service and may award another party an agreement to complete the services under this Agreement. 7.5.7 If, after termination for failure of BURNS & MCDONNELL ENGINEERING to fulfill contractual obligations, it is determined that BURNS & MCDONNELL ENGINEERING had not failed to fulfill contractual obligations, the termination shall be deemed to have been for the convenience of CITY OF FAYETTEVILLE. In such event, adjustments of the Agreement price shall be made as provided in Paragraph 7.5.4 of this clause. 7.6 Delays In the event the services of BURNS & MCDONNELL ENGINEERING arc suspended or delayed by CITY OF FAYETTEVILLE, or by other events beyond BURNS & MCDONNELL ENGINEERING's reasonable control, BURNS & MCDONNELL ENGINEERING shall be entitled to additional compensation for rcasonablc costs incurred by BURNS & MCDONNELL ENGINEERING in temporarily closing down or delaying the Program, including any extended overhead. 7.7 Rights and Benefits BURNS & MCDONNELL ENGINEERING's services will be performed solely for the benefit of CITY OF FAYETTEVILLE and not for the benefit of any other persons or entities. 7.8 Dispute Resolution 7.8.1 Scope of Paragraph: The procedures of this Paragraph shall apply to any and all disputes between CITY OF FAYETTEVILLE and BURNS & MCDONNELL ENGINEERING which arise from, or in any way are related to, this Agreement, including, but not limited to the interpretation of this Agreement, the enforcement of its terms, any acts, errors, or omissions of CITY OF FAYETTEVILLE or BURNS & MCDONNELL ENGINEERING in the performance of this Agreement, and disputes concerning payment. 7.8.2 Exhaustion of Remedies Required No action may be tiled unless the parties first negotiate. If timely Notice is given under Paragraph 7.8.3, but an action is initiated prior to exhaustion BMcD Design and Bid Phase Agreement 14 052303 • • of these procedures, such action shall be stayed. upon application by either party to a court of proper Jurisdiction, until the procedures in Paragraphs 7.8.3 and 7.8.4 have been complied with. 7.8.3 Notice of Dispute 7.8.3.1 For disputes arising prior to the making of final payment promptly after the occurrence of any incident, action, or failure to act upon which a claim is based, the party seeking relief shall serve the other party with a written Notice; 7.8.3.2 For disputes arising within one year after the making of final payment, CITY OF FAYETTEVILLE shall give BURNS & MCDONNELL ENGINEERING written Notice at the address listed in Paragraph 7.14 within thirty (30) days after occurrence of any incident, accident, or first observance of defect or damage. In both instances, the Notice shall specify the nature and amount of relief sought, the reason relief should be granted, and the appropriate portions of this Agreement that authorize the relief requested. 7.8.4 Negotiation: Within seven days of receipt of the Notice, the Project Managers for CITY OF FAYETTEVILLE and BURNS & MCDONNELL ENGINEERING shall confer in an effort to resolve the dispute. If the dispute cannot be resolved at that level, then, upon written request of either side, the matter shall be referred to the President of BURNS & MCDONNELL ENGINEERING and the Mayor of CITY OF FAYETTEVILLE or his designee. These officers shall meet at the Project Site or such other location as is agreed upon within 30 days of the written request to resolve the dispute. 7.9 CITY OF FAYETTEVILLE represents that it has sufficient funds or the means of obtaining funds to remit payment to BURNS & MCDONNELL ENGINEERING for services rendered by BURNS & MCDONNELL ENGINEERING. 7.10 Publications Recognizing the importance of professional development on the part of BURNS & MCDONNELL ENGINEERING's employees and the importance of BURNS & MCDONNELL ENGINEERING's public relations, BURNS & MCDONNELL ENGINEERING niay prepare publications, such as technical papers, articles for periodicals, and press releases, pertaining to BURNS & MCDONNELL ENGINEERING's services for the Program. Such publications will be provided to CITY OF FAYETTEVILLE in draft form for CITY OF FAYE11EVILLE's advance review. CITY OF BMcD Design and Bid Phase Agreement 15 052303 • • FAYETTEVILLE shall review such drafts promptly and provide CITY OF FAYETTEVILLE's comments to BURNS & MCDONNELL ENGINEERING. CITY OF FAYETTEVILLE may require deletion of proprietary data or confidential information from such publications, but otherwise CITY OF FAYETTEVILLE will not unreasonably withhold approval The cost of BURNS & MCDONNELL ENGINEERING's activities pertaining to any such publication shall be for BURNS & MCDONNELL ENGINEERING's account. 7.11 Indemnification 7.11.1 CITY OF FAYETTEVILLE agrees that it will require all construction Contractors to indemnify, defend, and hold harmless CITY OF FAYETTEVILLE and BURNS & MCDONNELL ENGINEERING from and against any and all loss where loss is caused or incurred or alleged to be caused or incurred in whole or in part as a result of the negligence or other actionable fault of the Consultants or Contractors, or their employees, agents, Subcontractors, and Suppliers. 712 Computer Models BURNS & MCDONNELL ENGINEERING may use or modify BURNS & MCDONNELL ENGINEERING's proprietary computcr models in service of CITY OF FAYETTEVILLE under this Agreement, or BURNS & MCDONNELL ENGINEERING may develop computer models during BURNS & MCDONNELL ENGINEERING's service to CITY OF FAYETTEVILLE under this Agreement. Such use, modification, or development by BURNS & MCDONNELL ENGINEERING docs not constitute a license to CITY OF FAYETTEVILLE to use or modify BURNS & MCDONNELL ENGINEERING's computer models. Said proprietary computer models shall remain the sole property of BURNS & MCDONNELL ENGINEERING. CITY OF FAYETTEVILLE and BURNS & MCDONNELL ENGINEERING will enter into a separate license agreement if CITY OF FAYETTEVILLE wishes to use BURNS & MCDONNELL ENGINEERING's computer models. 7.13 Ownership of Documents All documents provided by CITY OF FAYETTEVILLE including original drawings, disks of CADD drawings and cross sections, cost opinions, specification field notes. and data are and remain the property of CITY OF FAYETTEVILLE. BURNS & MCDONNELL ENGINEERING may retain reproduced copies of drawings and copies of other documents. BMcD Design and Bid Phase Agreement 16 052303 • • Engineering documents, drawings, and specifications prepared by BURNS & MCDONNELL ENGINEERING as part of the Services shall become the property of CITY OF FAYETTEVILLE when BURNS & MCDONNELL ENGINEERING has been compensated for all Services rendered, provided, however, that BURNS & MCDONNELL ENGINEERING shall have the unrestricted right to their use. BURNS & MCDONNELL ENGINEERING shall, however, retain its rights in its standard drawings details, specifications, databases, computer software, and other proprietary property. Rights to intellectual property developed, utilized, or modified in the performance of the Services shall remain the property of BURNS & MCDONNELL ENGINEERING. Any files delivered in electronic medium may not work on systems and software different than those with which they were originally produced. BURNS & MCDONNELL ENGINEERING makes no warranty as to the compatibility of these files with any oth r system or software. Because of the potential degradation of electronic medium over time, in the event of a conflict between the sealed original drawings/hard copics and the electronic files, the scaled drawings/hard copies will govern. 7.14 Notices Any Notice required under this Agreement will be in writing, addressed to the appropriate party at the following addresses: CITY OF FAYE ITEVILLE's address City of Fayetteville, Arkansas 113 West Mountain Street Fayetteville AR 72701 BURNS & MCDONNELL ENGINEERING's address Bums & McDonnell Engineering Co., Inc. 9400 Ward Parkwa% Kansas City, MO 64114 7.15 Successor and Assigns CITY OF FAYETTEVILLE and BURNS & MCDONNELL ENGINEERING each binds himself and his successors, executors, administrators, and assigns to the other party of this Agreement and to the successors, executors, administrators, and assigns of such other party, in respect to all covenants of this Agreement; except as above, neither CITY OF FAYETTEVILLE nor BURNS & MCDONNELL ENGINEERING shall assign, sublet, or transfer his interest in the Agreement without the written consent of the other. BMcD Design and Bid Phase Agreement 17 052303 • • 7. 16 Controlling Law This Agreement shall be subject to, interpreted and enforced according to the laws of the State of Arkansas without regard to any conflicts of law provisions. 7.17 Entire Agreement This Agreement represents the entire Agreement between BURNS & MCDONNELL ENGINEERING and CITY OF FAYETTEVILLE relative to the Scope of Services herein. All previous or contemporaneous agreements, representations, promises, and conditions relating to BURNS & MCDONNELL ENGINEERING's services described herein arc superseded. Since terms contained in purchase orders do not generally apply to professional services, in the event CITY OF FAYETTEVILLE issues to BURNS & MCDONNELL ENGINEERING a purchase order, no preprinted terms thereon shall become a part of this Agreement. Said purchase order document, whether or not signed by BURNS & MCDONNELL ENGINEERING, shall be considered as a document for CITY OF FAYETTEVILLE's internal management of its operations. SECTION 8 - SPECIAL CONDITIONS 8.1 Additional Responsibilities of BURNS & MCDONNELL ENGINEERING: 8.1 1 CITY OF FAYETTEVILLE's or Arkansas Soil and Water Conservation Commission's (ASWCC's) review, approval, or acceptance of design drawings, specifications, reports and other services furnished hereunder shall not in any way relieve BURNS & MCDONNELL ENGINEERING of responsibility for performance to the required standard of care. Neither CITY OF FAYETTEVILLE's nor ASWCC's review, approval or acceptance of, nor payment for any of the services shall be construed as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement. 8.1.2 BURNS & MCDONNELL ENGINEERING shall be and shall remain liable, in accordance with applicable law, for all damages to CITY OF FAYETTEVILLE to the extent caused by BURNS & MCDONNELL ENGINEERING's negligent performance of any of the services furnished under this Agreement except for errors, omissions or other deficiencies to the extent attributable to CFIY OF FAYETTEVILLE or CITY OF FAYETTEVILLE-furnished data. BMW Design and Bid Phase Agreement 18 052303 • • 8.I.3 BURNS & MCDONNELL ENGINEERING's obligations under this clause are in addition to BURNS & MCDONNELI. ENGINEERING's other express or implied assurances under this Agreement or State law and in no way diminish any other rights that CITY OF FAYETTEVILLE may have against BURNS & MCDONNELL ENGINEERING for faulty materials, equipment, or services. 8.2 Remedies Except as may be otherwise provided in this Agreement, all claims, counter -claims, disputes and other matters in question between CITY OF FAYETTEVILLE and BURNS & MCDONNELL ENGINEERING arising out of or relating to this Agreement or the breach thereof will be decided in a court of competent jurisdiction within Arkansas. 8.3 Audit: Access to Records 8.3.1 BURNS & MCDONNELL ENGINEERING shall maintain books, records, documents and other evidence directly pertinent to performance of services under this Agreement in accordance with generally accepted accounting principles and practices consistently applied in effect on the date of execution of this Agreement. BURNS & MCDONNELL ENGINEERING shall also maintain the financial information and data used by BURNS & MCDONNELL ENGINEERING in the preparation of support of the cost submission required for any negotiated agreement or change order and send to CITY OF FAYETTEVILLE a copy of the cost summary submitted. The United States Environmental Protection Agency, the Comptroller General of the United States, the United States Department of Labor, CITY OF FAYETTEVILLE, the State or any of their authorized representatives shall have access to all such books, records, documents and other evidence for the purpose of inspection, audit and copying during normal business hours. BARNS & MCDONNELL ENGINEERING will provide proper facilities for such access and inspection. 8.3.2 Records under Paragraph 8.3.1 above, shall be maintained and made available during performance of services under this Agreement and until three years from the date of final payment for the Program. In addition, those records which relate to any controversy arising out of such performance, or to costs or items to which an audit exception has been taken, shall be maintained and made available until three years after the date of resolution of such appeal, litigation, claim or exception. BMW Design and Bid Phase Agreement 19 052303 83.3 This right of access clause (with respect to financial records) applies to: 8.3.3.1 Negotiated prime agreements: 8.3 3.2 Negotiated change orders or agreement amendments in excess of $10,000 affecting the price of any formally advertised, competitively awarded, fixed price agreement: 8.3.3.3 Agreements or purchase orders under any agreement other than a formally advertised. competitively awarded, fixed price agreement. I lowever, this right of access does not apply to a prime agreement, lower tier subagreement or purchase order awarded after effective price competition, except: 8.33.3.1 With respect to record pertaining directly to subagreement performance, excluding any financial records of BURNS & MCDONNELL ENGINEERING; 8.3.3.3.2 If there is any indication that fraud, gross abuse or corrupt practices may be involved; 8.3.33.3 If the subagreement is terminated for default or for convenience. 8.4 Covenant Against Contingent Fees BURNS & MCDONNELL ENGINEERING warrants that no person or selling agency has been employed or retained to solicit or secure this Agreement upon an agreement of understanding for a commission, percentage, brokerage or continent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by BURNS & MCDONNELL ENGINEERING for the purpose of securing business. For breach or violation of this warranty, CITY OF FAYETTEVILLE shall have the right to annul this Agreement without liability or at its discretion, to deduct from the contract price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 8.5 Gratuities 8.5.1 If CITY OF FAYETTEVILLE finds after a notice and hearing that BURNS & MCDONNELL ENGINEERING or any of BURNS & MCDONNELL ENGINEERING's agents or representatives, offered or gave gratuities (in the form of entertainment, gifts or otherwise) to any official, employee or agent of CITY OF FAYETTEVILLE, the State or EPA in an attempt to secure an agreement or favorable treatment in awarding, amending or making any determinations related to the performance of this Agreement, CITY OF BMcD Design and Bid Phase Agreement 20 052303 C I FAYETTEVILLE may, by written notice to BURNS & MCDONNELL ENGINEERING terminate this Agreement. CITY OF FAYETTEVILLE may also pursue other rights and remedies that the law or this Agreement provides. However, the existence of the facts on which CITY OF FAYETTEVILLE bases such finding shall be in issue and may be reviewed in proceedings under the Remedies clause of this Agreement. 8.5.2 In the event this Agreement is terminated as provided in Paragraph 8.5.1, CITY OF FAYETTEVILLE may pursue the same remedies against BURNS & MCDONNELL. ENGINEERING as it could pursue in the event of a breach of the Agreement by BURNS & MCDONNELL ENGINEERING. As a penalty, in addition to any other damages to which it may be entitled by law, in the event BURNS & MCDONNELL ENGINEERING knowingly and intentionally committed such an act in a direct attempt to harm the CITY OF FAYETTEVILLE, CITY OF FAYETTEVILLE may pursue exemplary damages in an amount (as determined by CITY OF FAYETTEVILLE) which shall be not less than three nor more than ten times the costs BURNS & MCDONNELL ENGINEERING incurs in providing any such gratuities to any such officer or employee. 8.6 Arkansas Freedom of Information Act 8.6.1 City contracts and documents, including internal documents and documents of subcontractors and sub -consultants, prepared while performing City contractual work are subject to the Arkansas Freedom of Information Act (FOIA). If a Freedom of Information Act request is presented to the CITY OF FAYETTEVILLE, BURNS & MCDONNELL ENGINEERING will do everything possible to provide the documents in a prompt and timely manner as prescribed in the Arkansas Freedom of Information Act (A.C.A. §25-19-101 et seq.). Only legally authorized photocopying costs pursuant to the FOIA may be assessed for this compliance. 8.7 Debarment And Suspension I certify that to the best of my knowledge and belief that the company that I represent and its principals: (a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; (b) Have not within a three year period preceding this proposal been convicted of or had a civil judgement rendered against them for commission of fraud or a criminal offense in connection I3McD Design and Bid Phase Agreement 21 052303 with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; (c) Are not presently indicted for or otherwise criminally or civilly charged by a government entity (Federal. State, or local) with commission of any of the offenses enumerated in paragraph (b) of this certification; and (d) Have not within a three-year period preceding this application/proposal had one or more public transactions (Federal, State, or local) terminated for cause or default. I understand that a false statement on this certification regarding debarment and suspension may be grounds for rejection of this proposal or termination of the award. In addition, under I8 USC Sec. 1001, a false statement may result in a fine of up to $ 10,000 or imprisonment for up to 5 years, or both. I further certify that I will obtain a similar certification for each subcontract awarded in excess of $25,000. DEBARMENT CERTIFICATION AUTHORIZED REPRESENTATIVE COMPANY NAME: SIGNATUR PRINTED NAME:G 4TITLE: President Infrastructure Group DATE: June 4, 2003 BMcD Design and Bid Phase Agreement 22 052303 S E IN WITNESS WHEREOF, CITY OF FAYETTEVILLE, ARKANSAS by and through its Mayor, and BURNS & MCDONNELL ENGINEERING, by its authorized officer have made and executed this Agreement as of the day and year first above written. CITY C By: ATTES By: BURP By: Title: By: Title: rrolect manager Changes, modifications or amendments in scope, price or fees to this Agreement shall not be allowed without formal agreement amendment approved by the Mayor and the City Council in advance of the change in scope, cost, fees, or delivery schedule. END OF AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES BMcD Design and Bid Phase Agreement 23 052303 CITY OF FAYETTEVILLE AGREEMENT FOR PROFESSIONAL PROGRAM MANAGEMENT SERVICES APPENDIX A - SCOPE OF SERVICES FOR FINAL DESIGN PHASE This is Appendix A, consisting of 4 pages Program Management Services between and Bums & McDonnell Engineering Con referred to in and part of the Agreement For Professional City of Fayetteville, Arkansas (CITY OF FAYETTEVILLE) pany, Inc. (BURNS & MCDONNELL ENGINEERING) dated Initial: CITY OF FAYETTEVILLE " BURNS & MCDONNELL ENGINEERING The following contains additional Scope of Services for the Final Design Phase. Generally, the project will include the Program Management Services for the Design Phase for the Fayetteville \Vastcwatcr System Improvement Project which consists of design of the new West Side \Vastcwatcr Treatment Plant; the West Side Collection System Improvements; the Rehabilitation and Improvements to the Paul R. Noland Wastewater Treatment Plant; the East Side Collection System Improvements; and Program -wide permitting services, provided by McGoodwin, Williams. and Yates; RJN Group: Black & Veatch; Garver Engineers; and ECO. Inc., respectively (Consultants). The Scope of Services described herein is based on the preliminary project schedules submitted by the Consultants and as such, shall be considered to span the 23 -month design period of the entire program, and shall not exceed 23 months front the date of the written authorization of this Agreement. PART A - PROGRAM ADMINISTRATION AND MANAGEMENT Program Administration a) Perform project initiation activities. b) Perform general administration and program management activities consisting of consulting with and advising CITY OF FAYEFt EVILLE, receiving and reviewing design deliverables from the Consultants, and communicating to CITY OF FAYETTEVILLE recommendations for directions to and decisions by the Consultants. c) Review and comment on draft Design Phase and Bidding Phase Professional Services Agreements submitted for approval to CITY OF FAYETTEVILLE by the Consultants. d) Assist City in negotiation of Design Phase and Bidding Phase Professional Services Agreements with the Consultants. e) Implement appropriate program control procedures including budgeting, scheduling, and quaquality control activities. I) Prepare monthly written Program Progress Reports to City. g) Develop and maintain program web site (see Appendix C). h) Maintain contact with Arkansas Soil and Water Conservation Commission (ASWCC). 2. Program Management a) Monitor Consultants' compliance with the respective design agreements and report findings to CITY OF FAYETTEVILLE. b) Monitor Consultants' progress and report findings to CITY OF FAYETTEVILLE. c) Receive, review, and comment on Consultants' updated project schedules. d) Consolidate Consultants' accepted schedules and develop into a Program Schedule covering the design period, construction documents preparation, construction of improvements, and post -construction period. c) Cost load the schedule, based on program activities, for cash flow and spending plan analysis. f) Monitor and update the Master Schedule to reflect design schedule changes. Benchmark the program schedule and update based on actual progress of activities. DMcD Appendix A Final.doc Appendix A Page I of4 g) Recommend to CITY OF FAYETTEVILLE the construction packaging and sequence of bidding and construction. h) Recommend changes to CITY OF FAYETTEVILLE for design or construction packaging to maintain Program Schedule. i) Maintain and distribute accepted schedule updates. j) Receive, review and comment on updated construction cost opinions provided by the Consultants. k) Consolidate Consultants' construction cost opinions into an overall Program Budget, including design, construction, and management. I) Update and report the Program Budget to CITY OF FAYETTEVILLE. rat) Update the Program Budget as the plans reach the contract document stage and advise CITY OF FAYETTEVILLE if it appears than die construction may exceed the Program Budget. n) Prepare and furnish to CITY OF FAYETTEVILLE periodic updated cash flow projections. 3. Meetings a) Schedule and conduct monthly a combined one -day progress meeting in Fayetteville with City staff and each Consultant beginning one month alter written Authorization of this Agreement and continuing through the completion of the Design Phase portion of the Program (anticipated to be within 23 months of the written Authorization). When possible. the meetings will be scheduled on dates which coincide with other progress; coordination; or conference meetings being conducted during the Design Phase of the Program. A total of 23 monthly progress meetings is anticipated. b) Schedule and conduct within 30 days of written Authorization of this Agreement a combined one -day project kickoff meeting in Fayetteville with the Consultants, CITY OF FAYETTEVILLE staff, and BURNS & MCDONNELL ENGINEERING. c) Meet with Arkansas DEQ, AHTD, and DOH to assist in obtaining permits for construction of projects. A total of three meetings is anticipated. d) Prepare for and attend periodic City Council meetings to report progress and to address concerns and questions of the Council. Up to four meetings arc anticipated and will be scheduled at the request of CITY OF FAYETTEVILLE. PART B — DESIGN COORDINATION Design Reviews a) The Program Management Team will call for and conduct reviews of the Consultants' designs at appropriate intervals throughout the design period of each construction package. During the Initial Design Reviews, BURNS & MCDONNELL ENGINEERING will assess the designers' progress to date, their compliance with the Design Criteria and Standards, and if CITY OF FAYETTEVILLE's concept for the facilities is being met. During the Intermediate and Final Reviews, BURNS & MCDONNELL ENGINEERING will continue the methodology established for the initial reviews, but additionally will check to see if previous comments have been considered and incorporated into the design. At the Final Review, the emphasis will be on whether the project is ready to be advertised for bidding. BURNS & MCDONNELL ENGINEERING will make a review of each Project Manual prepared before being released for bidding. The emphasis will be on whether CITY OF FAYEIi bVTLLE's and ASWCC's requirements have been met. b) Design reviews conducted by the Program Manager will not supplant the Consultants' own internal or external quality control procedures or design reviews. The Consultants shall be responsible for evenaspect of the designs provided to CITY OF FAYETTEVILLE. c) Design Reviews are independent of the Value Engineering Studies being conducted at approximately the same time as the initial design reviews. d) It is anticipated in this Agreement that Consultants will print five copies of their work to date for each design review milestone for each construction package and submit them to BURNS & MCDONNELL ENGINEERING for review and continent at the following intervals: 1) Initial Design Reviews will be conducted on each package at the approximate 25 percent to 30 percent completion level and where practicable, will be conducted during B.McD Appendix A Final.duc Appendix A Page 2 of 4 approximately the same time period as, but independent of, the Value Engineering Studies. A total of 17 Initial Design Reviews is anticipated. 2) Intermediate Design Reviews will be conducted on the West Side Treatment Plant, the Noland Treatment Plant Solids Handling package, and the Noland Treatment Plant Headworks Modifications package at approximately the 00 percent completion level. A total of three Intcnuediatc Design Reviews is anticipated. 3) Final Design Reviews will he conducted on each package at the approximate 95 percent completion level. A total of 17 Final Design Reviews is anticipated. 2. Procurement Coordination a) Using criteria and specifications furnished by the design Consultants, BURNS & MCDONNELL ENGINEERING will assemble procurement documents for purchase of large pumps by CITY OF FAYETfEVILLE. This procurement contract is intended to maximize uniformity of pumping equipment and to minimize spare parts and maintenance training. Receipt, installation, and start-up of the pumps shall be included in the various construction contracts prepared by the design consultants for the Favetteville Wastewater System Improvements Project. b) BURNS & MCDONNELL ENGINEERING will review and comment on procurement documents prepared by the Consultants for other advanced purchase items by CITY OF FAYETTEVILLE. It is anticipated that one procurement contract for all belt filter presses to be used at the West Side facility and at the Noland facility will be prepared by Black & Veatch Corporation for purchase by CITY OF FAYETfEVILLE and the equipment purchase order assigned to construction contractor. 3. RLF Requirements a) Using data furnished by the Consultants, assemble a list of lax exempt equipment for each project and request certification from Arkansas Department of Environmental Quality NPDES Branch and Arkansas Department of Finance and Administration. Provide certifications to Consultants for inclusion in Project Manuals. b) Assist City in submitting Site Certificates (RLF-51) attesting that all land for construction has been obtained. 4. Value Engineering a) Provide Value Engineering Studies and planning sessions for each of the four major projects of the program. It is anticipated that one 4 -day and one 5 -day workshop each will be conducted for the existing Noland Treatment Plant projects and for the new West Side Treatment Plant and their ancillary projects. One 5 -day workshop each will be conducted for the West Side Collection System and Pumping Station Improvements and for the East Side Collection System and Pumping Station Improvements. b) The initial workshop for each of the four major projects will be conducted at the "design memorandum" level of completion of (lie project. The Preliminary Design Reports already prepared by the Consultants during the Pre -Design Phase of the Program will be sufficient to commence initial workshops. Workshops are anticipated to be conducted in Fayetteville within four weeks of written Authorization of this Agreement for (lie Eastside Collection System, within six weeks of written Authorization for the West Side WWTP, within eight weeks of written Authorization for the West Side Collection System, and within 12 weeks of written Authorization for the Noland WWTP. Calendar dates for each workshop will be recommended to CITY OF FAYETTEVILLE within 14 days of written Authorization of this Agreement and forwarded to Consultants. c) Additional workshops will be conducted at an approximate "30 percent" completion level for only the West Side WWTP and the Noland WWTP projects. The 30 percent completion level is defined as when consultants reach a point where their respective designs are at a system level, i.e., systems are defined; selected; and laid out, but not designed; detailed: nor dimensioned, process flow diagrams. P&IDs, and preliminary sketches arc prepared, concepts are formulated, unit costs and life cycle costs have been approximated, and pump types have been selected. Workshops arc anticipated to be conducted in Fayetteville within I8 weeks of written Authorization of this Agreement for the West Side WWTP. and within 24 weeks of mVcD Appendix A FinaLdoc Appendix A Page 3 of 4 written Authorization for the Noland W WTP. Calendar dates for each workshop will be recommended to CITY OF FAYETTEVILLE within 14 days of written Authorii ition of this Agreement and forwarded to Consultants. d) Value Engineering Studies are independent of the design reviews that may be conducted at approximately the same time as the Value Engineering Studies. 5. Permitting Facilitation a) Develop a "permitting process" that includes interim and final milestones for permit acquisition; integrate the process into the overall schedule and the schedule for the design of each project. b) Coordinate with each design consultant responsible for preparation and development of part or all of a permit application to be submitted to a state or federal agency to determine their perceived plan and schedule for future action. c) Coordinate and facilitate permit application development, submission, and review and participate in negotiations with each permitting agency and the consultant responsible for the specific permit. d) Coordinate and facilitate the "permitting process" with the consultant responsible for the specific permit; establish a single point of contact with each consultant to coordinate permit application preparation including required studies, analyses, and evaluations by each consultant. c) Identify or establish a single point of contact with each state or federal agency from which a permit will be required; monitor the permit process monthly (or other appropriate interval) or as required with the agency. f) Monitor the overall progress of each Consultant with permit responsibility; report periodically to CITY OF FAYETTEVILLE concerning the permitting process activities relative to the established milestones and design schedules for each project; provide recommendations to CITY OF FAYETTEVILLE for change if required to maintain overall design schedule. g) Coordinate and facilitate the "permitting process" so that a smooth transition occurs between the design and construction phases of the Program. h) Assumptions: 1) Consultants responsible for pcnnitting will be sufficiently competent to obtain the permits required. 2) The Arkansas Department of Environmental Quality will ultimately be able to complete successful negotiations with CITY OF FAYETTEVILLE, with the Beaver Water District, and with the State of Oklahoma to allow the new West Side Wastewater Treatment Facility to be permitted; discharge limits will be obtainable under normal design considerations. 3) There will be no legal action, injunction or other measures taken by interested parties that would temporarily or permanently halt design or construction, or preclude operation of the facility. 4) If excessive seepage problems are found to occur or dewatcring activities arc projected to be required during construction, a separate National Pollutant Discharge Elimination Systeni (NPDES) permit may be required; the potential for this permit should be recognizable during design. ANIX61 019180 u17PJI 13McD Appendix A Final.doc Appendix A Page 4 of 4 CITY OF FAYETTEVILLE AGREEMENT FOR PROFESSIONAL PROGRAM MANAGEMENT SERVICES APPENDIX B - SCOPE OF SERVICES FOR BIDDING PHASE This is Appendix B, consisting of 2 pages, referred to in and part of the Agreement For Professional Program Management Senices between City of Fayetteville, Arkansas (CITY OF FAYETTEVILLE) and Burns & McDonnell Engineering Company, Inc., (BURNS & MCDONNELL ENGINEERING) dated Initial: CITY OF FAYETTEVILLE BURNS & MCDONNELL ENGINEERING The following is the Scope of Services for the Bidding Phase. Generally, the Bidding Phase of the Program will begin immediately after the bidding documents for the first construction project are completed and printed by others for distribution and will end upon BURNS & MCDONNELL ENGINEERING's final presentation to CITY OF FAYETTEVILLE of a recommendation for award of the last construction contract. Based on the Consultants' preliminary schedule, the Bidding Phase for the first construction project of the Program is anticipated to start as early as within three months of the written Authorisation of this Agreement and will conclude with the last construction project of the Program approximately 24 months following written Aulhori7alion of this Agreement. It is anticipated that the overall Program will consist of a maximum of 17 project bidding packages. This Scope of Services is based on providing Bidding Phase services for each project spanning a two- to three-month period immediately following completion of each project's bidding documents. It is acknowledged that bidding and construction of some packages may be intentionally delayed after completion of design to take advantage of a more favorable construction environment at a future date or due to delays by others in completion of the designs. In the event that bidding of individual packages is delayed beyond the presently anticipated dates. BURNS & MCDONNELL ENGINEERING will request reconsideration of the scope and compensation for providing Bidding Phase Services. PART A — BIDDING ASSISTANCE Program Administration a) Perform general administration and program management activities. b) Prepare monthly written Program Progress Reports to CITY OF FAYETTEVILLE. c) Maintain program web site (see Appendix C). d) Maintain contact with Arkansas Soil and Water Conservation Commission (ASWCC). c) Review, track, and recommend payment of Consultants' invoices to CITY OF FAYETTEVILLE. O Monitor and update the Master Schedule to reflect schedule changes. g) Update and report the Program Budget to CITY OF FAYETTEVILLE. Ii) Update the Program Budget as the construction contracts are awarded and advise CITY OF FAYETTEVILLE if it appears that the construction may exceed the Program Budget. i) Prepare and furnish to CITY OF FAYETTEVILLE periodic updated cash flow projections. 2. Advertisement. Assist CITY OF FAYETTEVILLE in placing timely and properly worded advertisements for bids for construction packages in publications and media as required by CITY OF FAYETTEVILLE ordinances and the Revolving Loan Fund (RLF). 3. Pre -Bid Conference. Arrange for and conduct Pre -Bid Conferences. Summarize for prospective bidders the conditions of the bidding documents and the work to be completed tinder the HMcI Appendix 13 Final doc Appendix H Page I of 2 individual construction projects and how it affects the overall Program. Answer bidders' questions only where a specific reference can be made to the bidding documents. 4. Clarifications and Modifications. Receive bidders' questions before, during, and after the Pre -Bid Conferences and formulate replies to be issued by addendum by the Consultants. Only revisions to bidding documents will be issued by addendum and questions already sufficiently answered in the bidding documents will not be addressed in the addenda. Minutes of the Ike -Bid Meeting containing a log of questions received will be prepared and issued to all attendees. The minutes will contain responses to the questions where reference to a specific specification requirement can be made or when a specification requirement will be changed by addendum. The minutes of the Pre -Bid Meetings will not he issued by addendum nor become a part of the Bidding Documents 5. Addenda. Receive, review, and recommend approval of all addenda prepared by the Consultants before issuance to planholdcrs by others. 6. Cost Opinions. Receive the Consultants' Final Opinion of Probable Construction Costs, review and recommend revisions where necessary, and submit to CITY OF FAYETTEVILLE before opening of bids. 7. Bid Opening. Attend bid openings and assist with receipt and opening of bids if requested by CITY OF FAYETTEVILLE. Prepare bid tabulation forms and issue to all bidders if requested by CITY OF FAYETTEVILLE, S. Evaluation. Evaluate the bids received and the low bidder's qualifications and make written recommendation to CITY OF FAYETTEVILLE for award of the contracts. 'l. Committee Presentation. Attend Water and Sewer Committee meeting and CITY OF FAYETTEVILLE City Council meeting to recommend action by the bodies. Provide justification for making award and respond to questions from committee and Council. 10. State and Other Submittals. Assist CITY OF FAYETTEVILLE in staking pre -bid and post -bid submittals to ADEQ and ASWCC as required by conditions of RLF. Assist CITY OF FAYETTEVILLE in notifying Department of Labor, Safety Division. of award of contracts that involve trench or excavation safety systems. 11. Meetings. a) Schedule and conduct monthly a one-half day progress meeting in Fayetteville with CITY OF FAYETTEVILLE staff beginning at conclusion of the Design Phase of the last construction project and continuing through the completion of the Bidding Assistance portion of the Program. When possible, the meetings will he scheduled on dates to coincide with other progress; coordination; or conference meetings being conducted during the Design or Bidding Phases of the Program. A total of 3 meetings is anticipated. h) Schedule and conduct Pre -Bid Meetings for each of the 17 anticipated construction packages. The meetings are anticipated to be held in Fayetteville during the second week of each advertisement period. c) Attend bid opening ceremonies for each of the 17 anticipated construction packages. The bid openings are assumed to he scheduled at the end of each four -week advertisement period. d) Attend committee and Council meetings to recommend action on each of the 17 anticipated construction packages. The meetings are assumed to be held within eight weeks of the bid openings. END OF DOCUMENT B\IcD Appendix B Final.doc Appendix U Page 2 of 2 CITY OF FAYETTEVILLE AGREEMENT FOR PROFESSIONAL PROGRAM MANAGEMENT SERVICES APPENDIX C - SPECIAL TERMS AND CONDITIONS INFORMATION TECHNOLOGIES AGREEMENTS This is Appendix C, consisting of 7 pages, referred to in and part of the Agreement For Professional Program Management Services, between City of Fayetteville, Arkansas (CITY OF FAYETTEVILLE) and Bums & McDonnell Engineering Company, Inc. (BURNS & MCDONNELL ENGINEERING) dated 713. Initial: CITY OF FAYETTEVILLE BURNS & MCDONNELL ENGINEERING "These special terms and conditions shall control and apply only to the services provided in Ap endix A - Part A l.g), Develop and Maintain Program Web Site: NOW THEREFORE, in consideration of 1he mutual promises set forth in the AGREEMENT, and these SPECIAL TERMS AND CONDITIONS herein. BURNS & MCDONNELL ENGINEERING and CITY OF FAYETTEVILLE ((he "Panics") hereby agree as follows: 1. Definitions a) "Agreement" shall mean the underlying "Agreement for Professional Program Management Services" document containing the executed commercial terns of this contract including. but not limited to pricing and/or compensation and payment terms, time of performance, designated party representatives with authority to approve change orders, invoices, and receive notices. h) "CITY OF FAYETTEVILLE Materials" shall mean all information, data, specifications, software, documentation, tools, equipment and other materials provided by CITY OF FAYETTEVILLE to BURNS & MCDONNELL ENGINEERING. (including any CITY OF FAYETTEVILLE Software, CITY OF FAYETTEVILLE Information, and CITY OF FAYETTEVILLE Content) for use in rendering the Services and/or incorporation within the Work Product. c) "BURNS & MCDONNELL ENGINEERING Materials" shall mean all information, data, specifications, software, documentation, tools, equipment and other materials owned or developed by BURNS & MCDONNELL ENGINEERING (including any BURNS & MCDONNELL ENGINEERING Software, BURNS & MCDONNELL ENGINEERING Infornttion. and BURNS & MCDONNELL ENGINEERING Content) in rendering the Services, and/or in developing the Work Product, and/or developed or otherwise owned by BURNS & MCDONNELL ENGINEERING prior to the Effective Date of [his Agreement. d) "Services" shall mean the technical consulting services and/or the development of Work Product, and/or the provision of data processing/application hosting/web hosting services to be provided by BURNS & MCDONNELL ENGINEERING under these Special Conditions. c) "Statement of Work" shall mean APPENDIX A - PART A l.g) Develop and Maintain Program Web Site. I) "Third Party Materials" shall mean all information, data, specifications, software, documentation, tools, equipment and other materials owned by a third party that is licensed or otherwise obtained by BURNS & MCDONNELL ENGINEERING (including any Third Party Software, Third Party Information, or Third Party Content) for use in connection with the Services and/or incorporation within the Work Product. g) "Work Product" shall mean all information, data, specifications, software, tools, documentation, equipment and other materials developed or otherwise obtained by BURNS & MCDONNELL ENGINEERING and provided to CITY OF FAYETTEVILLE (which may include a combination of CITY OF FAYETTEVILLE Materials, BURNS & MCDONNELL ENGINEERING Materials and Third Party Materials) as set forth in the Statement of Work. I)\lcl) Appendix C Final.doc Appendix C Page 1 o17 Work Product shall include, but not be limited to, any partial or completed manifestation, representation, compilation, adaptation, translation, or integration of Materials in the instruments of service prepared or produces through BURNS & MCDONNELL ENGINEERING's physical or intellectual effort, or otherwise contained in any deliverables to the CITY OF FAYETTEVILLE. 2. Services a) Services Generally. BURNS & MCDONNELL ENGINEERING shall provide the Services and/or Work Product to CITY OF FAYETTEVILLE to provide APPENDIX A - PART AI.g) Develop and Maintain Program Web Site, These Special Terms and Conditions shall apply to all such Services and Work Product. b) Scope of Services. CITY OF FAYETTEVILLE agrees that BURNS & MCDONNELL ENGINEERING is responsible only for providing the Services and any Work Product. and BURNS & MCDONNELL ENGINEERING is not responsible for providing any services or performing any tasks not specifically required for APPENDIX A - PART A Lg) Develop and Maintain Program Web Site c) Revisions. see Agreement d) Development. BURNS & MCDONNELL ENGINEERING shall develop and provide CITY OF FAYETTEVILLE with the services, and Work Product to provide APPENDIX A - PART A I.g) Develop and Maintain Program Web Site. CITY OF FAYETTEVILLE acknowledges that the services and Work Product will be developed to operate on a specific platform and in a specific environment. BURNS & MCDONNELL ENGINEERING is not responsible for any modifications necessary to enable the services or Work Product to operate on a different platform and/or environment. It is understood that services and Work Product may contain a combination of CITY OF FAYETTEVILLE and/or BURNS & MCDONNELL ENGINEERING and/or Third Party Materials, including, but not limited to, Content and/or Software. e) Support and Maintenance. N/A 3. Propriety Rights and License a) CITY OF FAYETTEVILLE Materials. BURNS & MCDONNELL ENGINEERING acknowledges and agrees that CITY OF FAYETTEVILLE is and shall remain the owner of all right, title and interest in and to the CITY OF FAYETTEVILLE Materials, including. but not limited to, all copyrights, trademarks, parents, trade secrets, and any other proprietary rights therein. Notwithstanding the foregoing, CITY OF FAYETTEVILLE hereby grants to BURNS & MCDONNELL ENGINEERING a non-cxclusivc, royalty -free license to use the CITY OF FAYETTEVILLE Materials in rendering the Services and developing any Work Product under this Agreement. b) BURNS & MCDONNELL ENGINEERING Materials and Work Product. CITY OF FAYETTEVILLE acknowledges and agrees that BURNS & MCDONNELL ENGINEERING shall retain all right, title and interest in and to the BURNS & MCDONNELL ENGINEERING Materials, including, but not limited to, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights therein, subject to CITY OF FAYETTEVILLE's ownership of CITY OF FAYETTEVILLE Materials as defined in Paragraph 3.a). BURNS & MCDONNELL ENGINEERING shall have the right to use or otherwise exploit the Work Product and BURNS & MCDONNELL ENGINEERING Materials in providing services to other clients, except that BURNS & MCDONNELL ENGINEERING shall not have the right to do so to the extent that the BURNS & MCDONNELL ENGINEERING Materials incorporates CITY OF FAYETTEVILLE Materials identified by CITY OF FAYETTEVILLE as proprietary and confidential. Notwithstanding the foregoing, upon receipt of full and final payment, BURNS & MCDONNELL ENGINEERING hereby grants to CITY OF FAYETTEVILLE a paid -up, perpetual, non-exclusive, non-triisferiblc license to use the BURNS & MCDONNELL ENGINEERING Materials as incorporated into the Work Product supplied to CITY OF FAYETTEVILLE, subject to the limitations on use provided in Paragraph 3.c) and the remaining terms and conditions of this Agreement. BURNS & MCDONNELL ENGINEERING hereby reserves for itself all rights in and to any BURNS & MCDONNELL ENGINEERING Materials, including BURNS & MCDONNELL HMcI) Appendix C Final.doc Appendix C Page 2 of 7 ENGINEERING Application Software, Documentation, or Work Product not expressly granted to CITY OF FAYETTEVILLE herein. c) Third Party Materials. CITY OF FAYETTEVILLE acknowledges and agrees that any Third Party Materials incorporated into and/or provided as part of the Work Product shall be subject to the terms and conditions of the license granting BURNS & MCDONNELL ENGINEERING and/or CITY OF FAYETTEVILLE the right to use the Third Party Materials. CITY OF FAYETTEVILLE agrees to abide by all such lemurs and conditions, d) Notices. Unless otherwise agreed to in writing by the Parties, BURNS & MCDONNELL ENGINEERING shall have the right to place proprietary notices of BURNS & MCDONNELL ENGINEERING and any third party suppliers on the Work Product. In no event may CITY OF FAYETTEVILLE remove or alter any proprietary notice from the Work Product without BURNS & MCDONNELL ENGINEERING's prior written consent. c) Limitations on Use. CITY OF FAYETTEVILLE shall be entitled to use the Work Product for its internal business purposes only. CITY OF FAYE=VILLE shall not license, sublicense, resell, rent, lease or otherwise transfer the Work Product to any third party. CI•IY OF FAYETTEVILLE may not use, operate, allow access, or allow any third party to use. access, or operate in any matter, or for any application or at any location the Services and Work Product not otherwise anticipated. CITY OF FAYETTEVILLE shall not pennit any modifications, extensions, completion, or alterations to the Services or Work Product by CITY OF FAYE Ii I VILLE or others, without prior written consent of BURNS & MCDONNELL ENGINEERING, CITY OF FAYE it EVILLE shall release, defend, indemnify, and hold BURNS & MCDONNELL ENGINEERING harmless for any such unauthorized activity. 4. Confidentiality a) Definition. The term "Confidential Information" shall mean all BURNS & MCDONNELL ENGINEERING Materials and information, including, but not limited to, drawings, plans, specifications, algorithms, software, techniques, processes, product designs, inventions, business plans, financial information, customer lists, and other information or documentation owned or possessed or used by BURNS & MCDONNELL ENGINEERING prior to the Agreement, or developed during or as result of or the Agreement. In addition, any Materials, data, or information that is orally or visually disclosed to BURNS & MCDONNELL ENGINEERING by CITY OF FAYETTEVILLE that is not designated in writing as "Confidential" at the time of disclosure, but within thirty (30) days after such disclosure the CITY OF FAYETTEVILLE delivers to the BURNS & MCDONNELL ENGINEERING a written notice describing such information as "Confidential" and referencing the place and date of such disclosure and the names of the employees of the receiving party, shall constitute Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any information that (a) is or becomes public through no act or omission on the part of the receiving party, (b) is disclosed to a third parr by the disclosing party wilhout restriction on such third party. (c) is in the receiving party's possession at or prior to the time of disclosure by the disclosing party, (d) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto, (e) is independently developed by the receiving party without reference to the disclosing party's Confidential Information, or (() is released from confidential treatment by written consent of the disclosing party. b) Nondisclosure of Confidential Information. BURNS & MCDONNELL ENGINEERING and CITY OF FAYETTEVILLE acknowledge and agree that each party (and its subcontractor(s), if any), in performing its obligations under this Agreement, shall have access to or be directly or indirectly exposed to cacti other's Confidential Information. Each party shall hold confidential all Confidential Information and shall not disclose or use such Confidential Information without the express written consent of the other party. Each party shall use reasonable measures and efforts to provide protection for each other's Confidential Information, including measures at least as strict as those each party uses to protect its own Confidential Information. Such measures shall include, without limitation, requiring employees and independent contractors to sign a nomdisclosurc agreement before obtaining access to the other party's Confidential Infornation. l3\IcD Appendix C Final.doc Appendix C Page 3 of 7 c) Uscr Codes and Passwords. CITY OF FAYETTEVILLE is responsible for maintaining the confidentiality of any user names and/or passwords (if :my) as assigned to CITY OF FAYETTEVILLE and/or its end users. Until sole responsibility or system testing, operations, or security passes to CITY OF FAYETTEVILLE, CITY OF FAYETTEVILLE agrees to immediately notify BURNS & MCDONNELL ENGINEERING of any loss or theft of a user code and/or password, or if the confidentiality of a user code and/or password has otherwise been compromised. BURNS & MCDONNELL ENGINEERING will not be responsible for any loss or damage arising in an way from unauthorized access to information through a user code or password. 5. CITY OF FAYETTEVILLE Responsibilities a) CITY OF FAYETTEVILLE acknowledges and agrees that CITY OF FAYETTEVILLE is solely responsible for: 1) assuring that the Services provided in APPENDIX A - PART A I.g) Develop and Maintain Program Web Site, are sufficient to meet the needs of CITY OF FAYETTEVILLE, 2) timely providing BURNS & MCDONNELL ENGINEERING with all requested information reasonably required for the performance of the Services by BURNS & MCDONNELL ENGINEERING under this Agreement; 3) cooperating fully with BURNS & MCDONNELL ENGINEERING in the performance of the Services by BURNS & MCDONNELL ENGINEERING under this Agreement; 4) providing reasonable access to CITY OF FAYETTEVILLE's premises, as necessary, for the performance of the Services by BURNS & MCDONNELL ENGINEERING under this Agreement; 5) designating in writing a person to act as CITY OF FAYETTEVILLE's representative with respect to the Services provided by BURNS & MCDONNELL ENGINEERING under this Agreement (such person shall have complete authority to transmit instructions, receive information, and interpret and define CITY OF FAYETTEVILLE's decisions with respect to all matters pertinent to the Services provided by BURNS & MCDONNELL ENGINEERING under this Agreement); 6) giving prompt written notice to BURNS & MCDONNELL ENGINEERING whenever CITY OF FAYETTEVILLE observes or otherwise becomes aware of any defect in the Services provided by BURNS & MCDONNELL ENGINEERING under this Agreement; 7) assuring that BURNS & MCDONNELL ENGINEERING is fully infonued of any information that is known to CITY OF FAYETTEVILLE that is important or essential to BURNS & MCDONNELL ENGINEERING's performance of the Services or that would otherwise impair or impact the BURNS & MCDONNELL ENGINEERING's performance of the Services, including, but not limited to, any special operating conditions, user requirements, systems requirements or conditions, and 8) assuring that CITY OF FAYETTEVILLE's use of any Work Product is in compliance with all applicable laws, statutes, rules and regulations, including, without limitation, intellectual property, consumer protection, securities regulation, child pornography, obscenity, data privacy, data transfer, telecommunications, import/export and lottery laws. b) Should CITY OF FAYETTEVILLE fail to fulfill any of the responsibilities provided hereunder, BURNS & MCDONNELL ENGINEERING may, in addition to any other remedies set forth herein, after giving seven (7) days written notice to CITY OF FAYETTEVILLE, suspend performance of the Services without liability to CITY OF FAYETTEVILLE until CITY OF FAYETTEVILLE has fulfilled such responsibilities. c) It is understood and agreed that the functionality, purpose and anticipated use of the Work Product and Services are to be determined by CITY OF FAYETTEVILLE. Under this Agreement. BURNS & MCDONNELL ENGINEERING is agreeing to utilize its technical skills to develop the Work Product and otherwise provide the Services in conformity with the functionality, use and purpose prescribed by APPENDIX A - PART A l.g). but is not undertaking and hereby disclaims any obligation to assure that such functionality, purpose and anticipated use is in compliance with all laws, statutes, rules and regulations and does not ll\icD Appendix C Final.doc Appendix C Page 4 of 7 infringe upon the rights of any third party. CITY OF FAYETTEVILLE is responsible for assuring that the functionality, purpose and anticipated use of the Work Product and Services is in compliance with all laws, statutes, rules and regulations and does not infringe upon the rights of any third party. 6. Fees, Payment, and Tazcp. see Agreement 7. Representations and Warranties, Limitations of Liahility and Indemnification a) CITY OF FAYETTEVILLE represents and warrants, as applicable, that: I) it has full authority to enter into this Agreement; 2) the CITY OF FAYETTEVILLE Materials provided by CITY OF FAYETTEVILLE for use in conjunction with the Services and/or incorporation into the Work Product are owned or licensed to CITY OF FAYETTEVILLE, and the CITY OF FAYETTEVILLE is authorized to grant BURNS & MCDONNELL ENGINEERING the right to use the same under this Agreement; 3) the CITY OF FAYETTEVILLE Materials provided by CITY OF FAYETTEVILLE for use in conjunction with the Services and/or incorporation into the Work Product do not and shall not infringe or violate any rights of third parties, including, without limitation, rights of publicity, rights of privacy, patents, copyrights, trademarks, trade secrets and/or other proprietary rights; 4) the CITY OF FAYETTEVILLE will not allow or participate in any unauthorized use, access, or operations of BURNS & MCDONNELL ENGINEERING provided services or Work Product, by CITY OF FAYETTEVILLE or any third party. b) BURNS & MCDONNELL ENGINEERING represents and warrants, as applicable, that: I) it has full authority to enter into this Agreement; 2) BURNS & MCDONNELL ENGINEERING will exercise reasonable skill, care and diligence in the performance of the Services under this Agreement and will carry out its responsibilities in accordance with customarily accepted standards of good professional practices in effect at the time of performance. Should BURNS & MCDONNELL ENGINEERING fail to meet this standard, and, CITY OF FAYETTEVILLE notifies BURNS & MCDONNELL ENGINEERING in writing within thirty (30) days of completion of the Services and/or delivery of the Work Product, CITY OF FAYETTEVILLE's sole remedy shall be for BURNS & MCDONNELL ENGINEERING, at BURNS & MCDONNELL ENGINEERING's option, to either (I) provide the services necessary to correct those errors or deficiencies at BURNS & MCDONNELL ENGINEERING's cost, or (2) refund to CITY OF FAYETTEVILLE the amount paid to BURNS & MCDONNELL ENGINEERING for such services provided as APPENDIX A - PART A lag) Develop and Maintain Program Web Site. Correction or refund shall be BURNS & MCDONNELL ENGINEERING's sole obligation and CITY OF FAYETTEVILLE's sole remedy for any failure of BURNS & MCDONNELL ENGINEERING to meet the prescribed standard of care. c) Third Party Materials and Subcontractors. BURNS & MCDONNELL ENGINEERING shall. for the protection of CITY OF FAYETTEVILLE, request from all licensors of Third Party Materials and any subcontractors of services, guarantees with respect to such sollwarc and services which will be made available to CITY OF FAYETTEVILLE to the full extent of the terns thereof. BURNS & MCDONNELL ENGINEERING's responsibility with respect to such software or services obtained from such licensors and subcontractors shall be limited to the assignment of such guarantees and remedies and rendering reasonable assistance to CITY OF FAYETTEVILLE for the purposes of enforcing the same. d) No Security Warranty. BURNS & MCDONNELL ENGINEERING shall utilize commercially reasonable efforts to assure that any security precautions are taken to protect the Services. Materials, and Work Product. However, CITY OF FAYETTEVILLE acknowledges that security breaches can occur, even if such security precautions are taken. BURNS & MCDONNELL ENGINEERING does not guarantee that its security precautions will prevent loss, alterations, or unauthorized access to the services, Materials, or Work Product. e) General Disclaimer. THE REPRESENTATIONS AND WARRANTIES SET FORTH IN PARAGRAPHS 7.a) AND 7.b) ARE LIMITED WARRANTIES AND ARE THE ONLY HMO) Appendix C Final.doc Appendix C Page 5 oil WARRANTIES MADE BY THE RESPECTIVE PARTIES. THE PARTIES EXPRESSLY DISCLAIM ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES RELATING TO THE SERVICES AND WORK PRODUCT PROVIDED HEREUNDER, EITHER EXPRESS OR IMPLIED. INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, NON -INFRINGEMENT, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. I) Disclaimer of Third Party Actions. BURNS & MCDONNELL ENGINEERING DOES NOT AND CANNOT CONTROL THE PERFORMANCE OF ANY PRODUCTS OR SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES. ACTION OR INACTION BY THIRD PARTIES CAN IMPAIR OR DISRUPT BURNS & MCDONNELL ENGINEERING'S SERVICES OR WORK PRODUCT. BURNS & MCDONNELL ENGINEERING MAKES NO REPRESENTATIONS AND EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING THE PRODUCTS OR SERVICES OF ANY THIRD PARTY. INCLUDING PROVIDERS OF TELECOMMUNICATIONS, HARDWARE OR EQUIPMENT PRODUCTS OR SERVICES. SUCH PRODUCTS AND SERVICES ARE NOT PROMISED TO BE FREE OF ERROR OR INTERRUPTION, AND BURNS & MCDONNELL ENGINEERING EXPRESSLY DISCLAIMS ALL LIABILITIES ARISING FROM ANY SUCH ERROR, INTERRUPTION OR OTHER FAILURE. g) Limitation of Liability. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL BURNS & MCDONNELL ENGINEERING BE LIABLE TO CITY OF FAYETTEVILLE OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, INCREASED PROJECT COSTS, LOSS OF REVENUE, PROFIT OR SAVINGS. LOST PRODUCTION. FINES OR PENALTIES FROM ALL CAUSES OF ANY KIND. INCLUDING CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. h) Cumulative Liability. NOTWITHSTANDING THE FOREGOING, BURNS & MCDONNELL ENGINEERING'S CUMULATIVE LIABILITY TO CITY OF FAYETTEVILLE RELATING IN ANY MANNER TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF FEES PAID BY CITY OF FAYETTEVILLE TO BURNS & MCDONNELL ENGINEERING UNDER THIS AGREEMENT ONLY. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION. BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE. STRICT LIABILITY, MISREPRESENTATIONS, BREACH OF SECURITY AND OTHER TORTS. i) Indemnification. CITY OF FAYETTEVILLE agrees to indemnify, defend, and hold harmless BURNS & MCDONNELL ENGINEERING, its directors, officers, employees, agents, representatives, successors and assigns (collectively, the "Indemnified Parties") with respect to any claim, demand, cause of action, judgment, debt or liability (including reasonable attorneys' fees) brought against any of the Indemnified Parties by a third party, to the extent that such claim, demand, cause of action, judgment, debt or liability results from or relates to BURNS & MCDONNELL ENGINEERING's performance of the Services or the use of the Work Product under this Agreement, unless such claim, demand, cause of action, judgment, debt or liability is the result of a breach by BURNS & MCDONNELL ENGINEERING of any of the representations and warranties provided in Paragraph 7.b). j) Notice. In claiming any indemnification hereunder, BURNS & MCDONNELL ENGINEERING shall promptly provide CITY OF FAYETTEVILLE with written notice of any claim which BURNS & MCDONNELL ENGINEERING believes falls within the scope of Paragraph 7.i) above. CITY OF FAYETTEVILLE shall have sole control of the defense of any such claim and all negotiations relative to the settlement of any such claim. BURNS & MCDONNELL ENGINEERING shall cooperate reasonably with CITY OF FAYETTEVILLE, at CITY OF FAYETTEVILLE's expense, in the defense or settlement of any such claim. S. Term, Termination, and Renewal see Agreement a) Post Termination Obligations. Temtination of this Agreement will not terminate the perpetual license granted to CITY OF FAYETTEVILLE for use of the Work Product, but such license BNcD Appendix C Final.doc Appendix C Page 6 ol'7 shall be limited and restricted in nature as set forth in this Agreement. All provisions of this Agreement relating to proprietary rights, confidentiality, payment obligations, representations and warranties, limitation of liability, and indemnification obligations shall survive the termination of this Agreement. 9. General Provisions a) Entire Agreement. These Special Conditions constitutes the entire Agreement between the Parties with respect to the Services provided hereunder APPENDIX A - PART A l.g) Develop and Maintain Program Web Site and there are no representations, understandings or agreements which are not fully expressed in this Agreement. Notwithstanding the foregoing, it is understood that the Parties may enter into separate agreement(s) relating to other services. b) Amendments. No amendment, change, waiver, or discharge hereof shall be valid unless in writing and signed by the party against which such amendment, change, waiver, or discharge is sought to be enforced. c) Severability. If any provision of this Agreement is determined to be invalid under any applicable law, statute, rule or regulation, it is to that extent to be deemed omitted, and the balance of the Agreement shall remain enforceable. d) Headings. The section and paragraph headings used herein are for reference and convenience only and shall not enter into the interpretation hereof c) Independent Contractors. BURNS & MCDONNELL ENGINEERING and its personnel, in performance of this Agreement, are acting as independent contractors and not employees of agents of CITY OF FAYEf-iEVILLE. f) Subcontractors. BURNS & MCDONNELL ENGINEERING may, in addition to its own employees, engage subcontractors to perform all or part of the Services under this Agreement. The engagement of such subcontractors by BURNS & MCDONNELL ENGINEERING shall not relieve BURNS & MCDONNELL ENGINEERING of its obligations under this Agreement. Each subcontractor shall agree in writing to abide by the confidentiality provisions of Section 4 of this Agreement. g) Proprietary Rights. Notwithstanding anything in this Agreement to the contrary, BURNS & MCDONNELL ENGINEERING shall be free to use for any purpose any information in intangible form that may be retained by persons performing the Services under this Agreement, including, but not limited to, ideas, processes, concepts, know-how and techniques, as well as any information and materials that are in the public domain. h) CITY OF FAYETTEVILLE Identification. BURNS & MCDONNELL ENGINEERING may use the name and identity of CITY OF FAYEITEVILLE as a BURNS & MCDONNELL ENGINEERING client, in advertising, publicity, or similar materials distributed or displayed to prospective clients. i) Force Majeure. Except for the payment of fees by CITY OF FAYETTEVILLE, if the performance of any pan of this Agreement by either party is prevented, hindered, delayed or otherwise made impracticable by reason of any technical difficulties or mechanical failures of computer equipment (provided that such party has taken reasonable steps to avoid such difficulties or failures), interruption or failure of telecommunications links. Internet slow- downs or failures, flood, riot, fire, judicial or governmental action, labor disputes, act of God , war, acts of terrorism, or any other causes beyond the control of either party, then that party shall be excused front such performance to the extent that it is prevented, hindered or delayed by such causes. j) Choice of Law. see Agreement k) Disputes. see Agreement I) Assignment. see Agreement in) Waiver. The waiver or failure of either party to exercise any right in any respect provided for herein shall not be deemed a waiver of any further right hereunder. END OF DOCUMENT HMd) Appendix C Final.doc Appendix C Page? o17 r • NAME OF FILE: Resolution No. 109-03 w/Agreement CROSS REFERENCE: Item # Date Document 1 06/03/03 Staff Review Form w/attachments memo to City Council draft resolution 2 07/30/03 memo to Greg Boettcher NOTES: X AGENDA REQUEST • CONTRACT REVIEW GRANT REVIEW STAFF REVIEW FORM aCGJ For the Fayetteville City Council Meeting of: FROM: Greg Boettcher Water/Wastewater Name Division Department cT�-IS, giv-ns %�1�honn�ll June -t0, 2003 Water/Wastewater ACTION REQUIRED: Approve a contract With Burns and McDonnell of Kansas City, MO for design and bidding phase program management services including value engineering services for the Wastewater System Improvements Project, said contract providing for a hourly rate means of compensation with a contract amount of $2,685,366.00 COST TO CITY: S2,685,366.00 $ 48,202,040.00 Water/Wastewater Cost of this request 4480.9480.5315.00 Account Number 02133-1 $ 13,046.00 Funds Used to Date $ 48,188,994.00 Program Category / Project Name Wastewater Sys -em Improvements Program / Project Category Name Sales Tax -Wastewater Project Number Remaining Balance Fund Name BUDGET REVIEW: X Budgeted Item Budget Adjustment Attached D Budget Manager ate CONTRACT/GRANT/LEASE PREVIEW: c�A(o& lcwAccounting Manager Date Internal titor Date /1/63 Q C I6(Oa y Attor ey Date P:rchasing Manager Date STAFF RECOMMENDATION Cross Reference Rec'd in a or's Division Head Date Office S �� New Item: Yes No G_zo.3 Depa ment Director Date Previous Ord/Resif: Orig. Contract Date Financ d Internal Services Dir. Date I -o3 Orig. Contract Number Date Date Description • Staff Review Form - Pace 2 • Meeting Date Comments: Budget Manager Accounting Manager City Attorney Purchasing Manager ADA Coordinator Internal Auditor 9& �LMJflLc.fO Grants Coordinator Reference Corrnents: FA YETTEVILLE THE CITY OF FAYE7Th VIL F„ ARKANSAS WATER AND WASTEWATER DIVISION DEPARTMENTAL CORRESPONDENCE TO: Fayetteville City Council FROM: Greg Boettcher, P.E. �jj}tya/ Water & Wastewater Director THRU: Dan Coody, Mayor of Fayetteville Hugh Earnest, Chief Administrative Officer DATE: July 10, 2003 RE: WASTEWATER SYSTEM IMPROVEMENT PROJECT Bums & McDonnell Program Management and Value Engineering Design/Bidding Phase Service Contract BACKGROUND The citizens of Fayetteville have approved a S125 million sales tax bond issue to address the capital costs for a critically -needed wastewater system improvement project. The passage of this V. -cent sales tax enabled low-cost, accelerated financing for said project, scaling back customer rate impact from 134% to 38%. Since passage of the sales tax in late 2001, the City Administration, consultants and regulators have completed a number of funding, environmental, procedural and program functions; finalizing the preliminary design phase of the wastewater system improvement project. Activities that have been completed during such time period include: ■ Secure technical approvals of engineering concepts • Complete Cultural Resource Surveys as required by Arkansas' State Historic Preservation Officer • Solidify financing arrangements using a combination of SRF and private funding • Develop an integrated program for this large capital improvement project, including: ✓ selection of program manager ✓ development of standard project bidding materials ✓ creation of an integrated construction program bringing together the multiple consultants, projects and needs ✓ acceleration of project construction by incorporating a prioritized, segmented approach that anticipates 13 bidding packages Development of a standard professional services agreement Capitalization on cost -saving opportunities that have substantial financial benefits ✓ Broyles Road Analysis ✓ Outfall Line Assessment ✓ Future benefits of team design, peer reviews, operations involvement, constructability critiques, program management and value engineering Negotiation of professional service agreements with the engineering/program management consultants that have explicit scopes of work, exacting performance schedules, and defined compensation. DISCUSSION The Fayetteville City Council, at a special meeting on July 8, 2003 placed the negotiated professional service agreements on the City Council Agenda. The attached contract with Bums & McDonnell, relates to program management and value engineering services for the design/bidding phase of this wastewater improvement program, the specifics of this contract being summarized as follows: CORE ELEMENTS -(1) Coordination, collaboration and management of multiple project activities, (2) provision of value engineering services for project, (3) tracking of costs, progress and reporting variances, (4) provide organizational support including constructability reviews, technical assistance, professional opinions and administrative support, (5) integrate uniformity, consistency, value and accountability into the program using teamwork and communication, and (6) provide regular reports and forecasts on relevant project elements. COMPENSATION- $2,685,366.00 The design and bidding phase services set forth in the proposed agreement are associated with the Fayetteville Vision 2020 Guiding Principles listed below: I. Naturally Beautiful City: Our Mountains and Hills, Our Creeks, Our Open Grcenspaces 2. Well maintained City Infrastructure and Facilities The completion of the west side wastewater treatment plant and associated improvements are necessary for the targeted benefits of the wastewater system improvement program to be realized; therefore, the contract approval is integral to the maintenance of infrastructure and facilities. RECOMMENDATIONS To provide the proper and responsible management of the Fayetteville Wastewater System, the City Administration recommends that the Fayetteville City Council approve a contract with Bums & McDonnell for $2,685,366.00 to provide program management and value engineering services for the design/bidding phase of $98.4 million of project construction. This activity was reviewed and approved by the Fayetteville Water and Sewer Committee on June 5, 2003. I RESOLUTION NO. A RESOLUTION TO APPROVE AN HOURLY RATE ENGINEERING CONTRACT WITH BURNS AND MCDONNELL ENGINEERING COMPANY, INC. IN THE NOT TO EXCEED AMOUNT OF $2,685,366.00 FOR ENGINEERING SERVICES RELATED TO DESIGN AND BIDDING PHASE PROGRAM MANAGEMENT SERVICES INCLUDING VALUE ENGINEERING FOR THE WASTEWATER SYSTEM IMPROVEMENT PROJECT BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1. That the City Council of the City of Fayetteville, Arkansas hereby approves an hourly rate contract in the not to exceed amount of Two Million Six Hundred Eighty-five Thousand Three Hundred Sixty -Six Dollars ($2,685,366.00) attached as Exhibit A. This hourly rate contract engages Burns and McDonnell Engineering Company, Inc. to provide engineering services to include: recommendations for construction packaging and sequence of bidding and construction for this project, period review of designs for the project, bidding documents for the four other engineering firms, conducting six value engineering workshops, monitoring compliance of other engineering firms with contract terms, establishing minimum design standards, preparing standard contracts and specifications for other engineering firms, liaison with Arkansas Soil and Water Conservation Commission and assisting engineer firms with design phase and bidding, and design and maintenance of web page for this project. Section 2. That the City Council of the City of Fayetteville, Arkansas hereby authorizes Mayor Dan Coody to execute this contract (Exhibit A) to hire Bums and McDonnell Engineering Company, Inc. for this project. PASSED and APPROVED this the 151° day of July, 2003. APPROVED: By: DAN COODY, Mayor ATTEST: By: Sondra Smith, City Clerk Contract Information was included in the Design Contracts Manual Dated June 10, 2003. Copies are available in the City Clerk's Office FAYETTEV&LE THE CITY OF FATETTEVILLE, ARKANSAS DEPARTMENTAL CORRESPONDENCE To: Greg Boettcher Water & Wastewater From: Clarice Buffalohead-Pearman 0 City Clerk's Division Date: 7/30/2003 Re: Resolution Nos. 101-03, 108-03 thru 112-03 Attached are copies of the above resolutions passed July 15, 2003, by the City Council for the wastewater treatment plants Also attached are executed agreements signed by the mayor and city clerk as follows: 1. Res. No. 101-03: two original copies of the agreement with CH2M Hill, Inc. 2. Res. No. 108-03: two original copies of the agreement with Black & Veatch Corporation. 3. Res. No. 109-03: one original copy of the agreement with Bums & McDonnell Engineering Company, Inc. 4. Res, No. 110-03: two original copies of the agreement with Garver Engineers, LLC. 5. Res. No. 111-03: two original copies of the agreement with McGoodwin, Williams and Yates, Inc.. Appendix A-1 has a form for LSD uncompleted. Appendix A-1, page 14 and page 15 have forms that need to be completed and signed by the landscape administrator. I assume that the city is not to this phase as of yet. Please return a copy of these pages to the city clerk's office for filing when this process is completed. Thank you in advance for your cooperation. 6. Res. No. 112-03: two copies of the agreement with RJN Group, Inc. These resolutions along with the Exhibit As will be recorded in the city clerk's office and microfilmed. If anything else is needed please let the city clerk's office know. /cbp Attachment(s) cc: Nancy Smith, Internal Auditor