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HomeMy WebLinkAbout85-07 RESOLUTIONRESOLUTION NO. 85-07 • A RESOLUTION AWARDING AN ENGINEERING CONTRACT TO MCCLELLAND CONSULTING ENGINEERS, INC. IN AN AMOUNT NOT TO EXCEED $80,200.00 FOR GEOTECHNICAL STUDIES, TOPOGRAPHIC SURVEYS, FLOOD ANALYSIS, DESIGN, BIDDING, AND CONSTRUCTION SERVICES ASSOCIATED WITH FIVE (5) TRAIL BRIDGES FOR SCULL CREEK TRAIL. 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 awards a engineering contract to McClelland Consulting Engineers, Inc in an amount not to exceed $80,200.00 for geotechnical studies, topographic surveys, flood analysis, design, bidding, and construction services associated with five (5) trail bridges for Scull Creek Trail. PASSED and APPROVED this 15th day of.May, 2007. APPROVED: By: DAN COODY, May ATTEST: By:_ S NO DRRA E. SMITH, C'ty Clerk/Treasurer „„eriREgs.,. =°r,\1 •Y OF• • Ge =U• •�� .FAYETTEVILLE: 3,7; •;VC AN5P• J?`. ., �o ° •F 1. � Cirff * 1. ff AGREEMENT For PROFESSIONAL ENGINEERING SERVICES Between CITY OF FAYETTEVILLE, ARKANSAS And MCCLELLAND CONSULTING ENGINEERS, INC. FAYETTEVILLE, ARKANSAS ORIGINAL THIS AGREEMENT is made as of / 5 , 2007, by and between City of Fayetteville, Arkansas, acting by and through its Mayor (hereinafter called CITY OF FAYETTEVILLE) and McClelland Consulting Engineers, Inc. with offices located in Fayetteville, Arkansas (hereinafter called McClelland). CITY OF FAYETTEVILLE requires professional engineenng services in connection with the design and permitting of five pre-engineered bridges along the Scull Creek Trail between Wilson Park and the connection to the Mud Creek Trail. Therefore, CITY OF FAYETTEVILLE and McClelland in consideration of their mutual covenants agree as follows: McClelland shall serve as CITY OF FAYETTEVILLE s professional engineering consultant in those assignments to which this Agreement applies, and shall give consultation and advice to CITY OF FAYETTEVILLE dunng the performance of McClelland's services. All services shall be performed under the direction of a professional engineer registered in the State of Arkansas and qualified in the particular field. SECTION 1 - AUTHORIZATION OF SERVICES 1.1 Services on any assignment shall be undertaken only upon wntten Authorization of CITY OF FAYETTEVILLE and agreement of McClelland. 1.2 Assignments may include services described hereafter as Basic Services or as Additional Services of McClelland. 1.3 Changes, modifications or amendments in scope, price or fees to this contract shall not be allowed without a formal contract amendment approved by the Mayor and the City Council in advance of the change in scope, costs, fees, or delivery schedule. W:\2007\072125 Fay Scull Creek Trail Bridges\Contracts\Engineering Agreement.doc 1 SECTION 2 - BASIC SERVICES OF MCCLELLAND 2.1 General 2.1.1 Perform professional design services in connection with the Project as hereinafter stated, which shall include normal civil and geotechnical engineering services. 2.1.1.1 The Scope of Services to be furnished by McClelland during the Geotechnical Investigative Phase is included in Section 2.2 hereafter and in Appendix A attached hereto and made part of this Agreement. 2.1.1.2 The Scope of Services to be furnished by McClelland during the Surveying Phase is included in Section 2.3 hereafter and in Appendix A attached hereto and made part of this Agreement. 2.1.1.3 The Scope of Services to be furnished by McClelland during the Design Phase is included in Section 2.4 hereafter and in Appendix A attached hereto and made part of this Agreement. 2.1.1.4 The Scope of Services to be furnished by McClelland during the Bidding Phase is included in Section 2.5 hereafter and in Appendix A attached hereto and made part of this Agreement. 2.1.1.5 The Scope of Services to be furnished by McClelland during the Construction Phase is included in Section 2.6 hereafter and in Appendix A attached hereto and made part of this Agreement. 2.1.1.6 The Scope of Services to be furnished by McClelland for Resident Services during Construction Phase is included in Section 2.7 hereafter and in Appendix A attached hereto and made part of this Agreement. 2.1.1.7 The Scope of Services to be furnished by McClelland for the Post - Construction Phase is included in Section 2.8 hereafter and in Appendix A attached hereto and made part of this Agreement. W:\2007\072125 Fay Scull Creek Trail Bridges\Contracts\ Engineering Agreement.doc 2 ..,y; :.4 2.2 Geotechnical Investigative Phase 2 2 1 The Geotechnical Investigative Phase will consist of taking sample borings at the proposed bndge locations (provided by the city), determining the engineering properties of the soils encountered, performing engineering analyses of soil strata based on laboratory data and preparing a written geotechnical report to include recommendations for the design and construction of the bridge abutments. 2.3 Surveying Phase 2.3.1 The Surveying Phase will consist of performing topographic and utility verification surveys to assist in the design of the abutments for the proposed bridges. The Surveying Phase will provide all field survey data from field work for designing the project. All surveys shall be tied to the CITY OF FAYETTEVILLE's GPS control network. Preparation of Easements and Right - of -Ways is not included. 2.4 Design Phase 2.4.1 The Design Phase will consist of reviewing the existing Flood Insurance Rate Maps (FIRM) and Flood Insurance Study (FIS) provided by CITY OF FAYETTEVILLE to determine the extent of floodway and floodplain for each proposed bridge location. Proposed foundations for the five bridge abutments will be designed to result in no rise in the pre -project Base Flood Elevations (BFE) from the 100 -year storm event. The hydraulic models developed will utilize a software program and be in a form and/or format acceptable to FEMA for submittal to obtain a CLOMR and/or LOMR, if required. McClelland's assistance related to the development and acquisition of a CLOMR or LOMR, except as previously described, is not included in the Scope of Work. 2.4.2 Prepare for incorporation in the Contract Documents detailed drawings to show the character and scope of the Work to be performed by contractors on the Project (hereinafter called the "Contract Drawings"), and Invitation to Bid, Instructions to Bidders, Bid Form, Agreement and Bond Forms, General W:\2007\072125 Fay Scull Creek Trail Bridges\Contracts\Engineering Agreement.doc 3 Conditions, and Specifications (all of which, together with the Contract Drawings, are hereinafter called the Bid Documents") for review and approval by CITY OF FAYETTEVILLE, its legal counsel, and other advisors as appropriate, and assist CITY OF FAYETTEVILLE in the preparation of other related documents. 2.4.2.1 Bid documents shall be based on Construction Specifications Institute (CSI) Master Format and Section Format and shall incorporate CITY OF FAYETTEVILLE's standard general conditions and forms. Text documents shall be provided to CITY OF FAYETTEVILLE in Microsoft® Word software. Contract drawings shall be prepared using standard borders, sheet sizes, title blocks and CADD standards provided by CITY OF FAYETTEVILLE. McClelland may use their normal software for the preparation of drawings but the final product shall be provided to CITY OF FAYETTEVILLE in AutoDesk AutoCAD version 2005. 2.4.2.2 Develop for approval by CITY OF FAYETTEVILLE, a project design schedule in which McClelland shall include, in an acceptable level of detail, the steps and milestone dates to be undertaken by McClelland in the completion of design. This Schedule shall include reasonable allowances for review and approval times required by CITY OF FAYETTEVILLE, and review and approval times required by public authorities having jurisdiction over the Project. This schedule shall be equitably adjusted as the Project progresses, allowing for changes in scope, character or size of the Project requested by CITY OF FAYETTEVILLE, or for delays or other causes beyond McClelland's reasonable control. Nonconformance with this schedule by McClelland and its subconsultants may result in the assessment of damages payable by McClelland to the CITY OF FAYETTEVILLE for costs and damages incurred. The maximum cost liability of McClelland shall be limited to the total gross amount payable to or through the Consultant authorized under this agreement, including amendments thereto. W:12007\072125 Fay Scull Creek Trail Bridges\Contracts\Engineering Agreement.doc 4 2.4.2.3 When requested by the CITY OF FAYETTEVILLE prepare for and attend up to two City Council meetings to provide penodic updates on the progress of the design. 2 4 2 4 If the plans and specifications for the project require bids on alternates in addition to a base bid, there shall be no more than three (3) alternates, and the alternates shall be developed and described in accordance with Title 22, Article 9-203 of the Arkansas Code. 2.4.3 Prepare technical critena, written descriptions, design data, and applications necessary for filing applications for permits from or approvals of the following applicable governmental authorities having jurisdiction to review or approve the final design of the Project and assist in secunng approvals. Actual Filing and Permit Fees will be paid by the CITY OF FAYETTEVILLE. Assist CITY OF FAYETTEVILLE in consultations with appropriate authorities. 2.4.3.1 U.S. Army Corps of Engineers (Nationwide 404 Permitting for Bridge Abutments). Wetlands determinations and permitting and ADEQ SWPPP and permit applications are not included in the Scope of Work. 2.4.4 Advise CITY OF FAYETTEVILLE of adjustments in excess of five percent of the cost opinion for the Project caused by changes in scope, design requirements, or construction costs and furnish a revised cost opinion for the Project based on the final Bid Documents. 2.4.5 Advise CITY OF FAYETTEVILLE of final Opinion of Probable Project Costs, including, but not limited to, construction, inspection, testing and close out. 2.4.6 Furnish CITY OF FAYETTEVILLE with 3 copies of the final Bid Documents. 2.4.7 Provide appropriate professional interpretations of data, geotechnical investigations, core borings, probings and subsurface explorations, hydrographic surveys, laboratory tests, and inspections of samples, materials and equipment obtained through subcontract services for authorized Project W:\20071072125 Fay Scull Creek Trail Bridges\Contracts\Engineering Agreement.doc 5 services including property, boundary, easement, right-of-way, topographic, and utility surveys; noting zoning and deed restrictions. 2.4.8 Fully disclose all subcontract agreements including the name and address of the subconsultant, the scope of services to be provided and the value of the subcontract. 2.5 Bidding Phase 2.5.1 McClelland will follow City of Fayetteville's bidding protocol for capital improvement projects. 2.5.2 Arrange for bidding notices to be sent to contractors, publishing services and direct mailing to contractors of record. Notices shall comply with requirements of CITY OF FAYETTEVILLE. The legal notice to be placed in legal notices section of a local newspaper(s) of countywide and statewide circulation and shall be coordinated with CITY OF FAYETTEVILLE purchasing agent and an affidavit of publication secured. 2.5.3 Prepare addenda for drawings and Bid Documents as required and submit to CITY OF FAYETTEVILLE in timely manner such that addenda can be issued by McClelland in accordance with Construction Contract General Conditions. All bidding protocols shall conform to statutory requirements with all addenda being approved by CITY OF FAYETTEVILLE prior to issuance. 2.5.4 Secure updated applicable wage rate decisions and incorporate into the Bid Documents. Update wage rate decision by addendum if necessary. 2.5.4.1 Assist CITY OF FAYETTEVILLE by issuing and tracking Bid Documents, addenda and communications during bidding and maintain list of plan holders. Print and distribute copies of plans and specifications for all prospective bidders and plan rooms. Collect from prospective bidders an appropriate non-refundable fee to offset cost of reproducing and distributing Bidding Documents. W:12007\072125 Fay Scull Creek Trail Bridges\Contracts\Engineering Agreement.doc 6 2.5.5 Assist CITY OF FAYETTEVILLE in obtaining and evaluating bids and preparing construction contracts. McClelland shall prepare and submit bid certification documents to CITY OF FAYETTEVILLE for review. 2.5.6 Consult with and advise CITY OF FAYETTEVILLE as to the acceptability of subcontractors and other persons and organizations proposed by the prime construction contractor(s), hereinafter called "Contractor(s)," for those portions of the work as to which such acceptability is required by the Bid Documents. 2.5.7 Make recommendations regarding award of construction contracts. 2.5.8 Attend Sidewalk and Trails Task Force meeting and the ensuing City Council meeting to recommend action by the respective bodies. Prepare and present a recommendation complete with such supporting information as necessary for the bodies to make an informed decision on the action recommended. 2.5.9 Develop a bidding services schedule in which McClelland shall include, in an acceptable level of detail, the steps and milestone dates to be undertaken by McClelland in the completion of the bidding services. 2.6 Construction Phase 2.6.1 The scope of Construction Phase Services shall include: Review of submittals; Processing monthly pay requests; Scheduling and attending progress meetings, as needed; and Coordination of Construction activities between the Contractor and City of Fayetteville. Construction Materials Testing is not included in the Scope of Work. 2.7 Resident Services During Construction 2.7.1 Provide Resident Services During Construction to include: 2.7.1.1 Providing a resident construction observer to be at the project during construction activities related to the bridge construction. Resident services shall be on an as needed basis during the construction penods. W:120071072125 Fay Scull Creek Trail Bridges\Contracts\Engineering Agreement.doc 7 2.7.1.2 The resident construction observer shall maintain daily logs of site conditions, work completed, activities relating to property owners, and information/directives received from the City of Fayetteville. 2.7.1.3 The resident construction observer shall not provide superintendence over the Contractor's personnel or over the Contractor's work and safety procedures. 2.8 Post -Construction Phase 2.8.1 Provide Post -Construction Phase Services to include: Securing and processing of final documents (Bonds, affidavits, etc.), Preparation and submission of Record Drawings and Coordination of post — construction/clean up activities required of the Contractor. SECTION 3 - ADDITIONAL SERVICES OF MCCLELLAND 3.1 General If authorized in writing by the CITY OF FAYETTEVILLE Mayor and the City Council and agreed to in writing by McClelland, McClelland shall furnish or obtain from others Additional Services of the following types that are not considered normal or customary Basic Services. The scope of Additional Services 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. W:120071072125 Fay Scull Creek Trail Bridges\Contracts\Engineering Agreement.doc 8 3.1.3 Administrative Assistance Provide Contract and Project administration to the degree authorized by CITY OF FAYETTEVILLE. 3.1.4 Furnishing renderings or models of the Project for CITY OF FAYETTEVILLE s use. 3.1.5 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. 3.1.6 Preparing to serve or serving as a witness for CITY OF FAYETTEVILLE in any litigation or other proceeding involving the Project. 3.1.7 Extra Services 3.1.7.1 Services not specifically defined heretofore that may be authorized by CITY OF FAYETTEVILLE. 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 McClelland's control, McClelland shall notify CITY OF FAYETTEVILLE and request a formal contract 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 McClelland. If CITY OF FAYETTEVILLE indicates in writing that all or parts of such Contingent Additional Services are not required, McClelland shall have no obligation to provide those services. W:\2007\072125 Fay Scull Creek Trail Bridges\Contracts\Engineering Agreement.doc 9 3.2.2 Making revisions in Drawings, Specifications, or other documents when such revisions are: 3.2.2.1 Required because of inconsistent approvals or instructions previously given by CITY OF FAYETTEVILLE, including revisions made necessary by adjustments in CITY OF FAYETTEVILLE's program or Project Budget. 3.2.2.2 Required by the enactment or revision of codes, laws, or regulations subsequent to the preparation of such documents. SECTION 4 - RESPONSIBILITIES OF CITY OF FAYETTEVILLE CITY OF FAYETTEVILLE shall, within a reasonable time, so as not to delay the services of McClelland. 4.1 Provide full information as to CITY OF FAYETTEVILLE's requirements for the Project. 4.2 Assist McClelland by placing at McClelland's disposal all available information pertinent to the assignment including previous reports and any other data relative thereto. 4.3 Guarantee access to and make all provisions for McClelland to enter upon public and private property as required for McClelland 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 McClelland 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 Project. 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 W:\2007\072125 Fay Scull Creek Trail Bridges\Contracts\Engineering Agreement.doc 10 4 FAYETTEVILLE s policies and decisions with respect to materials, equipment, elements and systems to be used in the Project, and other matters pertinent to the services covered by this Agreement. 4.7 Give prompt written notice to McClelland whenever CITY OF FAYETTEVILLE observes or otherwise becomes aware of any defect in the Project. 4.8 Furnish approvals and permits from all governmental authorities having jurisdiction over the Project and such approvals and consents from others as may be necessary for completion of the Project. Pay directly to the govemmental authorities the actual filing and permit fees. 4.9 Pay for placement of legal notices and advertisements in newspapers or other publications required. 4.10 Furnish, or direct McClelland to provide, necessary Additional Services as stipulated in Section 3 of this Agreement or other services as required. 4.11 If CITY OF FAYETTEVILLE s standard bidding requirements, Agreement forms and General Conditions are to be used, CITY OF FAYETTEVILLE shall provide copies of such documents for McClelland's use in coordinating the Contract Drawings and Specifications. 4.12 CITY OF FAYETTEVILLE and/or its representative will review all documents and provide written comments to McClelland in a timely manner. SECTION 5 - PERIOD OF SERVICE 5.1 This Agreement will become effective upon the first written notice by CITY OF FAYETTEVILLE authorizing services hereunder. The provisions of this Agreement have been agreed to in anticipation of the orderly progress of the Project through completion of the services stated in the Agreement. McClelland will proceed with providing the authorized services immediately upon receipt of written authorization from CITY OF FAYETTEVILLE. Said authorization shall include W:120071072125 Fay Scull Creek Trail Bridges\Contracts\Engineering Agreement.doc 11 • the scope of the services authorized and the time in which the services are to be completed. - From the time the City of Fayetteville issues the Notice To Proceed (NTP), McClelland. will endeavor to execute the project within the following time periods: Task Completion After NTP A. Geotechnical Investigation Study 45 calendar days B. Topographic Survey 30 calendar days C. Design Services 135 calendar days D. Bidding Services 170 calendar days E Construction Services, 245 calendar days F. Resident Services During Construction 245 calendar days G Post -Construction Services 255 calendar days SECTION 6- PAYMENTS TO.MCCLELLAND 6.1 Compensation For the Scope of Services during the described herein, CITY OF FAYETTEVILLE authorizes an amount estimated to be $72,912.00, but not to exceed $80,200.00 as compensation for the scope of work set forth in Appendix A. Engineer will be compensated based upon his standard hourly rate schedule, the current rates being attached to and made a part of this agreement (Appendix B). The hourly rates for compensation include all costs, including labor, overhead, direct expenses, subcontracts and fees. Subject to the City Council approval, adjustment of the contract amount may be made should McClelland establish and CITY OF FAYETTEVILLE agree that there has been or is to be a significant change in scope, complexity or character of the services to be performed; or if CITY OF FAYETTEVILLE decides to shorten the duration of work from the time period specified in the Agreement for completion of work and such modification W:120071072125 Fay Scull Creek Trail Bridges\Contracts\Engineering Agreement-r.doc 12 • warrants such adjustment Changes, modifications or amendments in scope, price or fees to this Contract shall not be allowed without formal contract amendment approved by the Mayor and the City Council in advance of the change in scope, cost, fees, or delivery schedule. Monthly statements for each calendar month shall be submitted to CITY OF FAYETTEVILLE or such parties as CITY OF FAYETTEVILLE may designate for services consistent with McClelland's normal billing schedule. Once established, the billing schedule shall be maintained throughout the duration of the Project. Applications for payment shall be made in accordance with a format to be developed by McClelland and approved by CITY OF FAYETTEVILLE. Applications for payment shall be accompanied each month by the updated project design schedule as the basis for determining the value earned as the work is accomplished. Final payment for services shall be made upon CITY OF FAYETTEVILLE's approval and acceptance with the satisfactory completion. 6.1.1 Geotechnical Investigative Phase For the Scope of Services during the Geotechnical Investigative Phase described herein, CITY OF FAYETTEVILLE authorizes an amount estimated to be $4,958.00 as compensation for the scope of work set forth in Appendix A Engineer will be compensated based upon his standard hourly rate schedule, the current rates being attached to and made a part of this agreement (Appendices B & C). The hourly rates for compensation include all costs, including labor, overhead, direct expenses, subcontracts and fees. 6.1.2 Surveying Phase Services For the Scope of Services during the Surveying Phase described herein, CITY OF FAYETTEVILLE authorizes an amount estimated to be $10,820.00 as compensation for the scope of work set forth in Appendix A Engineer will be compensated based upon his standard hourly rate schedule, the current rates being attached to and made a part of this agreement (Appendix B). The hourly rates for compensation include all costs, including labor, overhead, direct expenses, subcontracts and fees. W:120071072125 Fay Scull Creek Trail Bridges\Contracts\Engineering Agreement.doc 13 • 6.1.3 Design Phase Services For the Scope of Services during the Design Phase described herein, CITY OF FAYETTEVILLE authorizes an amount estimated to be $35,626.00 as compensation for the scope of work set forth in Appendix A Engineer will be compensated based upon his standard hourly rate schedule, the current rates being attached to and made a part of this agreement (Appendix B). The hourly rates for compensation include all costs, including labor, overhead, direct expenses, subcontracts and fees. 6.1.4 Bidding Phase Services For the Scope of Services during the Bidding Phase descnbed herein, CITY OF FAYETTEVILLE authorizes an amount estimated to be $5,403.00 as compensation for the scope of work set forth in Appendix A Engineer will be compensated based upon his standard hourly rate schedule, the current rates being attached to and made a part of this agreement (Appendix B). The hourly rates for compensation include all costs, including labor, overhead, direct expenses, subcontracts and fees. 6.1.5 Construction Phase Services For the Scope of Services during the Construction Phase h described lereiin, CITY OF FAYETTEVILLE authorizes an amount estimated to be $7,266.00 a—`s compensation for the scope of work set forth in Appendix A Engineer will be compensated based upon his standard hourly rate schedule, the current rates being attached to and made a part of this agreement (Appendix B). The hourly rates for compensation include all costs, including labor, overhead, direct expenses, subcontracts and fees. 6.1.6 Resident Services During Construction For the Scope of Services during the Resident Services During Construction Phase desc • ed'herein;-Gk1 Y OF FAYETTEVILLE authorizes an amount estimated to be $18,206.00 as co . ensation for the scope of work set forth in Appendix A Engineer will e -compensated based upon his standard hourly rate schedule, the current rates being attached to and made a part of this agreement (Appendix B). The hourly rates for W:\2007\072125 Fay Scull Creek Trail Bridges\Contracts\Engineering Agreement.doc 14 • compensation include all costs, including labor, overhead, direct expenses, subcontracts and fees. 6.1.7 Post -Construction Phase Services For the Scope of Services during the Post -Construction Phase described herein, CITY OF FAYETTEVILLE authorizes an amount estimated to be $3,211.00 as compensation for the scope of work set forth in Appendix A Engineer will be compensated based upon his standard hourly rate schedule, the current rates being attached to and made a part of this agreement (Appendix B). The hourly rates for compensation include all costs, including labor, overhead, direct expenses, subcontracts and fees. 6.1.8 Additional Services For authorized Additional engineering services under Section 3, "Additional Services", compensation to McClelland shall be negotiated at the time Additional services are authorized. 6.2 Statements Statements and updated progress schedule for each calendar month will be submitted to CITY OF FAYETTEVILLE by signed original document. Statements will be based on McClelland's actual costs Incurred and justified by hours expended, hourly rates and other applicable costs in accordance with Attachment B. 6.3 Payments All statements are payable upon receipt and due within thirty (30) days. If a portion of McClelland'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 McClelland 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. W:\2007\072125 Fay Scull Creek Trail Bridges\Contracts\Engineering Agreement.doc 15 • 6.4 Final Payment For the Scope of Services described herein, CITY OF FAYETTEVILLE authorizes an amount estimated to be $82,288.00, but not to exceed $90,000.00, as compensation for the scope of work set forth in Appendix A. Upon satisfactory completion of the work performed under this Agreement, as a condition before final payment under this Agreement, or as a termination settlement under this Agreement, McClelland 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 McClelland to be set forth therein. Unless otherwise 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 McClelland 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, McClelland will maintain (in United States Dollars) the following minimum insurance coverages: Type of Coverage Workers' Compensation Employers' Liability Commercial General Liability Bodily Injury and Property Damage Automobile Liability: Bodily Injury and Property Damage Professional Liability Insurance Limits of Liability Statutory $500,000 Each Accident $1,000,000 Combined Single Limit $1,000,000 Combined Single Limit $1,000,000 Each Claim W:12007\072125 Fay Scull Creek Trail Bridges\Contracts\Engineering Agreement.doc 16 McClelland 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 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 McClelland as additional insureds, or, to endorse CITY OF FAYETTEVILLE, and McClelland as additional insureds on construction Contractor's liability insurance policies covenng claims for personal injuries and property damage. Construction Contractors shall be required to provide certificates evidencing such insurance to CITY OF FAYETTEVILLE, and McClelland. All contract insurance carriers shall be required to list CITY OF FAYETTEVILLE as certificate holder, furnishing copies of the contractor's insurance certificate to each party. 7.1.3 CITY OF FAYETTEVILLE and McClelland 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 McClelland's services. If the services result in a Construction Phase, a provision similar to this shall be incorporated into all Construction Contracts entered into by CITY OF FAYETTEVILLE, and all construction Contractors shall be required to provide waivers of subrogation in favor of CITY OF FAYETTEVILLE and McClelland for damage or liability covered by any construction Contractor's policy of insurance. 7.2 Professional Responsibility 7.2.1 McClelland will exercise reasonable skill, care, and diligence in the performance of McClelland's services and will carry out its responsibilities in accordance with customarily accepted professional engineenng practices. CITY OF FAYETTEVILLE will promptly report to McClelland any defects or suspected defects in McClelland's services of which CITY OF FAYETTEVILLE becomes aware, so that McClelland can take measures to W:\2007\072125 Fay Scull Creek Trail Bridges\Contracts\Engineering Agreement.doc 17 • minimize the consequences of such a defect. CITY OF FAYETTEVILLE and McClelland further agree to impose a similar notification requirement on all construction contractors in the Bid Documents and shall require all subcontracts at any level to contain a like requirement. CITY OF FAYETTEVILLE retains all remedies to recover for its damages caused by any negligence of McClelland. 7.2.2 In addition McClelland will be responsible to CITY OF FAYETTEVILLE for damages caused by its negligent conduct during its activities at the Project Site to the extent covered by McClelland's Commercial General Liability and Automobile Liability Insurance policies as specified in Paragraph 7.1.1. 7.3 Cost Opinions and Projections Cost opinions and projections prepared by McClelland relating to construction costs and schedules, operation and maintenance costs, equipment characteristics and performance, and operating results are based on McClelland's experience, qualifications, and judgment as a design professional. Since McClelland 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, McClelland does not guarantee that actual rates, costs, performance, schedules, and related items will not vary from cost opinions and projections prepared by McClelland. 7.4 Changes CITY OF FAYETTEVILLE shall have the right to make changes within the general scope of McClelland'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 of McClelland. W \2007\072125 Fay Scull Creek Trail Bridges\Contracts\Engineering Agreement.doc 18 7.5 Termination 7.5.1 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: 7.5.1.1 Not less than ten (10) calendar days written notice (delivered by certified mail, return 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 McClelland is given: 7.5.2.1 Not less than ten (10) calendar days written notice (delivered by certified mail, return 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 or other work. 7.5.3.2 Any payment due to McClelland at the time of termination may be adjusted to cover any additional costs to CITY OF FAYETTEVILLE because of McClelland's default. 7.5.4 If termination for default is effected by McClelland, or if termination for convenience is effected by CITY OF FAYETTEVILLE, the equitable adjustment shall include a reasonable profit for services or other work performed. The equitable adjustment for any termination shall provide for W:12007\072125 Fay Scull Creek Trail Bridges\Contracts\Engineering Agreement.doc 19