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RES 2020-0973 - PSA with HDR Engineering for OPW 53928 - 66th and L Storm Sewer Repair Project   PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT ​is hereby made and entered into this____ day of ___________, _______, by and between the City of Omaha, a municipal corporation located in Douglas County, Nebraska (hereinafter referred to as the “City”), and HDR Engineering, Inc. (hereinafter referred to as the “Provider”), on the terms, conditions and provisions as set forth herein below. All references to “Contractor” shall mean “Provider”. I.PROJECT NAME AND DESCRIPTION OPW 53928, 66th and L Storm Sewer Repair, Includes preliminary and final engineering design for the replacement/rehabilitation of a 66-inch diameter storm sewer located south of L Street between 62nd and 66th Streets. II.DUTIES OF PROVIDER A.Provider agrees to perform professional services, as set out and more fully described in the Proposal attached hereto, for the City, relative to the above-referenced project which is illustrated in Exhibit “B” attached hereto. Such services shall be completed within a 365 calendar day period after receipt of a purchase order from the City. B.Provider designates Kylie Wilmes, whose business address and phone number is 1917 S 67th Street, Omaha, Nebraska 68106, 402-399-1280 as its project manager and contact person for this project. C.Provider agrees to maintain records and accounts, including personnel, financial and property records, sufficient to identify and account for all costs pertaining to the project and certain other records as may be required by the City to assure a proper accounting for all project funds. These records shall be made available to the City for audit purposes and shall be retained for a period of five (5) years after the expiration of this Agreement. D.Provider agrees to prepare a schedule of compensation, detailing hourly rates for all compensated providers, employees, and subcontractors. E.Provider agrees to complete, within 365 calendar days of receipt of a purchase order from the City, the necessary services. The City recognizes that completion within this deadline is contingent upon timely response from utilities and City input. F.Provider agrees to have a current Contract Compliance Form (CC-1) on file with the City’s Human Rights and Relations Department prior to signing the agreement. III.DUTIES OF CITY City designates Noma Borde, whose business address and phone number are 1819 Farnam Street, Suite 600, Omaha, Nebraska 68183, 402-444-7948 as its contact person for this project, who shall provide a notice to proceed and such other written authorizations as are necessary to commence or proceed with the project and various aspects of it. <<Summary>> IV.C​OMPENSATION AND PAYMENT A.The cost of services as specified in the Scope of Service, shall be performed on an hourly basis, but in no event shall it exceed $93,030.00. Detailed breakdown of costs shall be shown in Exhibit “C”. B.Reimbursable expenses shall be billed to the City by the Provider. C.INCREASE OF FEES The parties hereto acknowledge that, as of the date of the execution of the Agreement, Section 10-142 of the Omaha Municipal Code provides as follows: Any amendment to contracts or purchases which taken alone increase the original fee as awarded (a) by ten percent, if the original fee is one hundred fifty thousand dollars ($150,000) or more, or (b) by seventy-five thousand dollars ($75,000) or more, shall be approved by the City Council in advance of the acceptance of any purchase in excess of such limits. However, neither contract nor purchase amendments will be split to avoid advance approval of the City Council. The originally approved scope and primary features of a contract or purchase will not be significantly revised as a result of amendments not approved in advance by the City Council. The provisions of this section will be quoted in all future City contracts. Nothing in this section is intended to alter the authority of the Mayor under section 5.16 of the Charter to approve immediate purchases. V.OWNERSHIP OF INSTRUMENTS OF SERVICE The City acknowledges the Provider’s documents, including electronic files, as instruments of professional service. Nevertheless, upon completion of the services and payment in full of all monies due to the Provider, the final documents prepared under this Agreement shall become the property of the City. The City shall not reuse on another Project or make any modifications to the documents without prior written authorization of the Provider. The City agrees, to the fullest extent permitted by law, to indemnify and hold harmless the Provider, its officers, directors, employees and subconsultants (collectively, Provider) against any damages, liabilities or costs, including reasonable attorneys’ fees and defense costs, arising from or in any way connected with the unauthorized reuse or modification of the documents by the City, regardless of whether such reuse or modification is for use on this Project or another Project. VI.ADDITIONAL SERVICES In the event additional services for the aforementioned Project not covered under this Agreement are required, the Provider agrees to provide such services at a mutually agreed upon cost. VII.INSURANCE REQUIREMENTS The Provider shall carry professional liability insurance in the minimum amount of one half million dollars and shall carry workers’ compensation insurance in accordance with the statutory requirements of the State of Nebraska. VIII.INDEMNIFICATION The Provider agrees, to the fullest extent permitted by law, to indemnify, defend and hold harmless the City, its officers, directors and employees (collectively, City) against all damages, liabilities or costs, including reasonable attorney’s fees and defense costs, to the extent caused by the Provider’s negligent performance of professional services under this Agreement and that of its subconsultants or anyone for whom the Provider is legally liable; provided, that with respect solely to the said duty to defend, such duty of the Provider to defend shall arise only if, and to the extent, such duty is covered by Provider’s liability insurance. The City agrees, to the fullest extent permitted by law, to indemnify and hold harmless the Provider, its officers, directors, employees and subconsultants (collectively, Provider) against all damages, liabilities or costs, including reasonable attorney’s fees and defense costs in connection with the Project, to the extent caused by the City’s negligent acts or the negligent acts of anyone for whom the City is legally liable. Neither the City nor the Provider shall be obligated to indemnify the other party in any matter whatsoever for the other party’s own negligence. IX.TERMINATION OF AGREEMENT This Agreement may be terminated by the City upon written notice to the Provider of such termination and specifying the effective date at least seven (7) days prior to the effective date of such termination. In the event of termination, the Provider shall be entitled to just and equitable payment for services rendered to the date of termination, and all finished or unfinished documents, data surveys, studies, drawings, maps, models, reports or photographs shall become, at the City’s option, its property. X.GENERAL CONDITIONS A.Non-discrimination​. Provider shall not, in the performance of this Agreement, discriminate or permit discrimination in violation of federal or state laws or local ordinances because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, age, or disability as recognized under 42 USCS 12101 et seq. and Omaha Municipal Code section 13-89, race, color, creed, religion, sex, marital status, sexual orientation, gender identity, national origin, age, or disability. B.Captions​. Captions used in this Agreement are for convenience and are not used in the construction of this Agreement. C.Applicable Laws​. Parties to this Agreement shall conform with all existing and applicable City ordinances, resolutions, state laws, federal laws, and existing and applicable rules and regulations. Nebraska law will govern the terms and the performance under this Agreement. D.Interest of the City​. Pursuant to Section 8.05 of the Home Rule Charter, no elected official or any officer or employee of the City shall have a financial interest, direct or indirect, in any City Agreement. Any violation of this section with the knowledge of the person or corporation contracting with the City shall render the Agreement voidable by the Mayor or Council. E.Interest of the Provider​. The Provider covenants that he presently has no interest and shall not acquire any interest, direct or indirect, which would conflict with the performance of services required to be performed under this Agreement; he further covenants that in the performance of this Agreement, no person having any such interest shall be employed. F.Merger​. This Agreement shall not be merged into any other oral or written agreement, lease, or deed of any type. This is the complete and full Agreement of the parties. G.Modification​. This Agreement contains the entire Agreement of the parties. No representations were made or relied upon by either party other than those that are expressly set forth herein. No agent, employee, or other representative of either party is empowered to alter any of the terms hereof unless done in writing and signed by an authorized officer of the respective parties. H.Assignment​. The Provider may not assign its rights under this Agreement without the express prior written consent of the City. I.Strict Compliance​. All provisions of this Agreement and each and every document that shall be attached shall be strictly complied with as written, and no substitution or change shall be made except upon written direction from authorized representative. J.LB 403 Contract Provisions​.​-​NEW EMPLOYEE WORK ELIGIBILITY STATUS -The Contractor is required and hereby agrees to use a federal immigration verification system to determine the work eligibility status of new employees physically performing service within the State of Nebraska. A federal immigration verification system means the electronic verification of the work authorization program authorized by the Illegal Immigration Reform and Immigrant Responsibility Act of 1996, 8 U.S.C. 1324a, known as the E-Verify Program, or an equivalent federal program designated by the United States Department of Homeland Security or other federal agency authorized to verify the work eligibility status of a newly hired employee. If the Contractor is an individual or sole proprietorship, the following applies: 1. The Contractor must complete the United States Citizenship Attestation Form, available on the Department of Administrative Services website at ​www.das.state.ne.us 2. If the Contractor indicates on such attestation form that he or she is a qualified alien, the Contractor agrees to provide the US Citizenship and Immigration Services documentation required to verify the Contractor’s lawful presence in the United States using the Systematic Alien Verification for Entitlements (SAVE) Program. 3. The Contractor understands and agrees that lawful presence in the United States is required and the Contractor may be disqualified or the contract terminated if such lawful presence cannot be verified as required by Neb. Rev. Stat. §4-108. K.Certificate of Authorization​. If this Agreement contemplates the performance of professional architecture or engineering work by the Provider, the Provider shall provide to the City, and maintain in good standing, a current Certificate of Authorization from the State of Nebraska as required by Neb. Rev. Stat. section 81-3436. L.Debarment or suspension by any federal agency. (This section applies if any part of this Agreement is funded by a federal agency.) Office of Management and Budget (OMB) guidelines require that any individual or entity that has been placed on the Excluded Parties List System (“EPLS” - available for review through ​www.sam.gov​) may not be a participant in a federal agency transaction that is a covered transaction or act as a principal of a person participating in one of those covered transactions. These guidelines apply to covered transactions under a grant from any federal agency for which a recipient expects to receive reimbursement for expenditures incurred or an advance on future expenditures. The Contractor providing goods and/or services to the City of Omaha certifies, by acceptance and execution of this Agreement, that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency. The Contractor further agrees, by accepting and executing this Agreement, that it will include this clause without modification in all lower tier transactions, solicitations, proposals, contracts, and subcontracts. Where the Contractor or any lower tier participant is unable to certify this statement, it shall attach an explanation to this Agreement. M.Contract Compliance Ordinance No. 35344, Section 10-192 Equal Employment Opportunity Clause During the performance of this contract, the Contractor agrees as follows: 1)The Contractor shall not discriminate against any employee or applicant for employment because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, national origin, age, or disability. The Contractor shall ensure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, sexual orientation, gender identity, national origin, age, or disability. As used herein, the word “treated” shall mean and include, without limitation, the following: recruited, whether by advertising or by other means; compensated; selected for training, including apprenticeship; promoted; upgraded; demoted; downgraded; transferred; laid off; and terminated. The Contractor agrees to and shall post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officers setting forth the provisions of this nondiscrimination clause. 2)The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, creed, religion, sex, marital status, sexual orientation, gender identity, national origin, age, or disability. 3)The Contractor shall send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding a notice advising the labor union or worker’s representative of the Contractor’s commitments under the Equal Employment Opportunity Clause of the City and shall post copies of the notice in conspicuous places available to employees and applications for employment. 4)The Contractor shall furnish to the Human Rights and Relations Director all Federal forms containing the information and reports required by the Federal government for Federal contracts under Federal rules and regulations, and including the information required by Sections 10-192 to 10-194, inclusive, and shall permit reasonable access to his records. Records accessible to the Human Rights and Relations Director shall be those which are related to Paragraphs (1) through (7) of this subsection and only after reasonable notice is given the Contractor. The purpose for this provision is to provide for investigation to ascertain compliance with the program provided for herein. 5)The Contractor shall take such actions with respect to any subcontractor as the City may direct as a means of enforcing provisions of Paragraphs (1) through (7) herein, including penalties and sanctions for noncompliance; however, in the event the Contractor becomes involved in or is threatened with litigation as the result of such directions by the City, the City will enter into such litigation as necessary to protect the interests of the City and to effectuate the provisions of this division; and in the case of contracts receiving Federal assistance, the Contractor or the City may request the United States to enter into such litigation to protect the interests of the United States. 6)The Contractor shall file and shall cause his subcontractors, if any, to file compliance reports with the Contractor in the same form and to the same extent as required by the Federal government for Federal contracts under Federal rules and regulations. Such compliance reports shall be filed with the Human Rights and Relations Director. Compliance reports filed at such times as directed shall contain information as to the employment practices, policies, programs and statistics of the Contractor and his subcontractors. 7)The Contractor shall include the provisions of Paragraphs (1) through (7) of this Section, “Equal Employment Opportunity Clause”, and Section 10-193 in every subcontract or purchase order so that such provisions will be binding upon each subcontractor or vendor. N.Conflict. In the event of any conflict between this Agreement and any of the exhibits attached hereto, the terms of this Agreement shall take precedence. EXHIBIT “A” RESERVED EXHIBIT “B” SCOPE OF SERVICES EXHIBIT B 66TH & L STORM SEWER REPLACEMENT AND REHAB SCOPE 8/18/2020 1 PROJECT DESCRIPTION A sinkhole has developed above a 66-inch corrugated metal pipe (CMP) at approximately 66th and “L” Street in Omaha, NE. The City of Omaha has completed CCTV inspection of the pipe from the outlet to approximately 1,260 L.F. upstream. The CCTV inspection shows perforations along the invert of the CMP, and a complete joint offset approximately 26 L.F. upstream of the outlet in the broken-back section of the CMP. Upstream of the CMP broken-back section, the storm pipe transitions to a reinforced-concrete pipe (RCP). The RCP section has multiple locations with exposed rebar in the invert of the pipe, and exposed rebar surrounding storm sewer pipe taps. This scope of work provides for the final design documents for the replacement/rehabilitation along the 1,260 L.F of 66-inch diameter storm sewer pipe located from 62nd to 66th St. on the south side of L Street in Omaha, NE. This scope of work includes the design of one maintenance structure outside of the levee prism. This includes associated coordination work and permits with regulatory agencies including the City of Omaha, the Nebraska Department of Transportation, the United States Army Corps of Engineers (USACE), and the Papio-Missouri River Natural Resources District (P-MRNRD). TASK SERIES 100 – PROJECT MANAGEMENT 110 – Team Management and Project Quality Control 120 – Kickoff Meeting 130 – Utility Coordination TASK SERIES 200 – SURVEY AND EASEMENT ACQUISITIONS 210 – Topographic Survey and Easement Acquisition Services TASK SERIES 300 – PRELIMINARY (60%) AND FINAL (95%) DESIGN 310 – Basis of Design TM 320 - Preliminary (60%) Drawings and Technical Specifications 330 – Review of Preliminary Design 340 – Final (90%) Drawings and Technical Specifications 350 – Review of Final Design TASK SERIES 400 –PERMITS 410 – Project Management and Coordination 420 – Prepare and Submit Section 408 Technical Review Submittal 430 – Prepare and Submit Nebraska DOT Permit Application 440 – Prepare and Submit Floodplain Permit Application TASK SERIES 500 – FINAL (100%) DESIGN 510– Final (100%) Drawings and Specification Development 520 – Review and Revision of Final Drawings 530 – Bidding Assistance EXHIBIT B 66TH & L STORM SEWER REPLACEMENT AND REHAB SCOPE 8/18/2020 2 TASK SERIES 100 PROJECT MANAGEMENT Objective: Provide management activities over the Project duration including contract development, planning, organizing and monitoring Project team activities, attending meetings and Project cost and quality control. HDR Activities 110 – Team Management and Project Quality Control ·Project contract development and management including Project initiation and development of Project Management Plan for design. ·Resource management and allocation based on Project schedule and activities. ·Schedule, budget and invoice management. ·Production coordination activities. ·Provide and manage a team of HDR review professionals not associated with the Project design to review deliverables. ·Conduct team meetings to coordinate design elements and distribute project information across disciplines. 120 –Kickoff Meeting ·Meet with selected City staff for Kickoff meeting to review Project goals, expectations and objectives. -Review Project schedule. -Identify initial information needs and data from the City. 130 – Utility Coordination ·Contact utilities in the project area and request record drawing information. Meetings/Travel: Local travel for HDR Omaha staff to City of Omaha Public Works. Task Deliverables: Monthly invoicing Kickoff meeting minutes Key Understandings and Assumptions: -HDR’s Project Manager will be responsible for coordinating management and production activities. -Work will start the third quarter of 2020. -Invoicing procedures and level of detail will be per HDR’s standard invoicing practices in conjunction with City requirements for progress reporting and invoicing. Information and Services Provided by Others: -City will provide for relevant staff to participate in meetings. -City will provide requested information and data in a timely manner. -City will provide timely review and processing of monthly invoices. -City will provide timely review and comment on Project deliverables. TASK SERIES 200 SURVEY AND EASEMENT ACQUISITIONS Objective: Complete the topographical survey for the proposed improvements and provide easement acquisition exhibits. HDR Activities 210 – Topographic Survey ·Complete topographic survey for the proposed improvements. EXHIBIT B 66TH & L STORM SEWER REPLACEMENT AND REHAB SCOPE 8/18/2020 3 Meetings/Travel: None Task Deliverables: Topographic Survey Two Parcel Exhibits with Aerial Two Parcel Exhibits without Aerial Key Understandings and Assumptions: -The topographic survey will be completed by CNC Surveying as a subconsultant. -The proposed scope of services does not include an evaluation of potential contamination on or near the site. TASK SERIES 300 PRELIMINARY (60%) AND FINAL (90%) DESIGN Objective: The work of this task will be to prepare preliminary design documents. The work of this task will include a Basis of Design TM, Drawings, and Technical Specifications. The contract documents will be prepared in accordance with City of Omaha guidelines, Standard Specifications for Construction, and Standard Plates. HDR Activities 310 – Basis of Design TM ·Determine allowable replacement/rehabilitation alternatives for all stakeholders (City of Omaha, Papio-Missouri River Natural Resources District (P-MRNRD) and the United States Army Corps of Engineers (USACE). ·Coordinate with product suppliers and contractors to determine opinion of probable construction costs for available alternatives. ·Develop Basis of Design TM summarizing available alternatives with opinions of cost and recommended solution. ·Submit Basis of Design TM to the City and the P-MRNRD for review and comment. 320 –Preliminary (60%) Drawings and Technical Specifications ·Develop drawings to graphically show the extent and character of the work contained in the Project. ·Submit proposed plan and profile to the P-MRNRD for review of proposed maintenance structure location. ·Develop technical specifications. ·Perform internal quality control on developed documents. ·Anticipated drawings will include: - Cover Sheet and Drawing Index - General Abbreviations, Symbols and Legends, Quantities Sheet - Horizontal and Vertical Control Sheet - Plan and Profile Sheet - Civil Details Sheet - Structural Details Sheet 330 – Review of Preliminary (60%) Drawings ·Submit drawings and specifications to the City for review and comment. ·Meet with the City discuss and resolve review comments. 340 – Final (90%) Drawings and Technical Specifications ·Update Drawings as per result of City meeting. ·Update technical specifications. ·Perform internal quality control on developed documents. EXHIBIT B 66TH & L STORM SEWER REPLACEMENT AND REHAB SCOPE 8/18/2020 4 350 – Review of Final (90%) Drawings ·Submit drawings and specifications to the City for review and comment. ·Meet with the City discuss and resolve review comments. Meetings/Travel: Local travel in Omaha. Task Deliverables: Basis of Design TM (PDF) Preliminary (60%) Drawings and Technical Specifications (PDF) Final (90%) Drawings and Technical Specifications (PDF) Key Understandings and Assumptions: -Where available, HDR’s master specifications will be used for development of technical specifications. -A three-week period will be provided to the City to complete its review and comment period on each set of review documents. -The Opinion of Probable Construction Costs will be a Class 3 estimate as defined by the Association for the Advancement of Cost Engineering (AACE) developed using an Excel spreadsheet. -City of Omaha drafting standards will be used to produce all drawings. -HDR will utilize AutoCAD Civil 3d 2020 software for production of Drawings. Information and Services Provided by Others:-Timely, organized review comments on deliverables issued for the City review. TASK SERIES 400 PERMITS Objective: Permitting compliance with the City of Omaha, NDOT, P-MRNRD, and USACE. HDR Activities Task 410 – Project Management and Coordination Project management and coordination activities over the Project include internal team coordination, coordination with P-MRNRD and coordination with USACE. ·Conduct one (1) conference call with P-MRNRD and City staff. ·Conduct one (1) conference call with USACE and City staff. Task 420 – Prepare and Submit Section 408 Technical Review Submittal ·Prepare project documentation for draft Technical Review submittal which includes a Draft Emergency Action Plan (EAP). ·Prepare a slope stability analysis. ·Undergo internal QC/ITR processes pursuant to internal levee policy. ·Submit electronic version to City for Client review. ·Following coordination and implementation of City comments, prepare revised draft Technical Review submittal. ·Submit hard copy and electronic version to P-MRNRD for levee sponsor review. ·Following coordination and implementation of P-MRNRD comments, prepare final Technical Review submittal. ·Submit three (3) hard copies and an electronic copy to the P-MRNRD for transmittal to USACE. Task 430 – Prepare and Submit Nebraska DOT Permit Application ·Prepare and Submit to the NDOT the Permit to Occupy ROW. Task 440 – Prepare Floodplain Permit Application and Submit for Review ·Prepare project documentation for draft Floodplain Permit Application. EXHIBIT B 66TH & L STORM SEWER REPLACEMENT AND REHAB SCOPE 8/18/2020 5 ·Undergo internal QC/ITR processes pursuant to internal levee policy. ·Submit permit. Meetings/Travel: None Task Deliverables: Meeting Minutes Draft Section 408 Technical Review submittal to City Revised Draft Section 408 Technical Review submittal to P-MRNRD Final Section 408 Technical Review submittal to USACE through the P-MRNRD NDOT Permit Application Floodplain Permit Application Key Understandings and Assumptions: -This SCOPE OF SERVICES assumes that the project will be considered Operation and Maintenance activity by the USACE and will not require Section 408 Permission. If a Section 408 Permission with environmental documentation is required, an Amendment will be required. -This SCOPE OF SERVICES includes one submittal to the City and inclusion of City review comments. - This SCOPE of SERVICES includes one submittal to the P-MRNRD for the Section 408 Technical Review. It assumes that no comments will be generated by the P-MRNRD that will require resubmittal for review. If the P-MRNRD has comments that will require resubmittal prior to submittal by the USACE, this will require an amendment for Additional Services. -This SCOPE OF SERVICES assumes that the Technical Review Submittal will have to be submitted through the P-MRNRD, as the levee sponsor. -This SCOPE OF SERVICES assumes that the USACE will have minor comments that will require a letter responding to comments, with no analysis required. If analysis is required, this will require an amendment for Additional Services. - This SCOPE OF SERVICES includes one submittal of the floodplain development permit. It assumes that no comments will be generated by the City that will require resubmittal for review. If the City has comments that will require resubmittal prior to submittal to Douglas County, this will require an amendment for Additional Services. - This SCOPE OF SERVICES assumes that no hydrologic or hydraulic modeling will be required for securing the floodplain permit application. Should modeling be required, an Amendment for Additional Services will be required. Information and Services Provided by Others: -City and P-MRNRD will provide timely reviews of submittals. -P-MRNRD will provide existing information on the creek and levee systems in the Project area. TASK SERIES 500 FINAL (100%) DESIGN Objective: The work of this task will be to prepare final design documents and bidding assistance, for construction following the approval of the Section 408 Technical Review Submittal. HDR Activities 510 –Final Drawings and Specification Development ·Finalize drawings to graphically show the extent and character of the work contained in the Project. ·Finalize technical specifications. ·Coordinate with City personnel on front-end specifications. ·Perform internal quality control on developed documents. EXHIBIT B 66TH & L STORM SEWER REPLACEMENT AND REHAB SCOPE 8/18/2020 6 520 – Review and Revision of Final Drawings ·Submit drawings and specifications to the City for review and comment. ·Revise drawings and specifications as per any final comments from the City. 530 – Bidding Assistance ·Coordination with City personnel for project bidding. ·Conduct one pre-bid meeting and prepare meeting notes. ·Issue up to two addenda. ·Attend bid opening. ·Prepare letter of recommendation. Meetings/Travel: Local travel in Omaha. Task Deliverables: Final Signed & Sealed Drawings and Technical Specifications (PDF) Key Understandings and Assumptions: -A three-week period will be provided to the City to complete its review and comment period. -City of Omaha drafting standards will be used to produce all drawings. -HDR will utilize AutoCAD Civil 3d 2020 software for production of Drawings. Information and Services Provided by Others:-Timely, organized review comments on deliverables issued for the City review. TASK SERIES 600 ADDITIONAL SERVICES The work of this task is to be included only upon request from the City and modification to the contract will be required. Additional services shall include but are not limited to: ·Preparation of an Addendum to the Flood Risk Reduction Project’s Operations and Maintenance (O&M) Manual. ·Engineering services during preconstruction and construction. EXHIBIT “C” BREAKDOWN OF COSTS Task SeriesTotal HoursTotal LaborDirect Costs SubconsultantsTotalTask 100 Project Management110 Management30 4,864$ $0.004,864$ 120 Kickoff Meeting182,257$ $43.602,301$ 130 Utility Coordination2346$ $0.00346$ Task 200 Survey & Easement Acquisitions210 Topographic Survey4609$ $0.0011,770$ 12,379$ Task 300 Preliminary (60%) and Final (90%) Design310 - Basis of Design TM425,456$ $0.005,456$ 320 - Preliminary (60%) Drawings and Technical Specifications 15020,393$ $75.0020,468$ 330 - Review of Preliminary Design4693$ $0.00693$ 340 - Final (90%) Drawings and Technical Specifications649,147$ $0.009,147$ 350 - Review of Final Drawings and Technical Specifications4693$ $0.00693$ Task 400 P-MRNRD and USACE Permit Compliance410 - Project Management and Coordination162,772$ $0.002,772$ 420 - Prepare and Submit Section 408 Compliance10015,867$ $0.0015,867$ 430 - Prepare and Submit NDOT Permit4693$ $0.00693$ 440 - Prepare Floodplain Permit Application263,713$ $0.003,713$ Task 500 Final (100%) Design510 - Final (100%) Drawings and Specification Development446,822$ $60.006,882$ 520 - Review and Revision of Final Drawings365,832$ $0.005,832$ 530 - Bidding Assistance8922$ $0.00922$ TOTAL 55281,081$ $178.6011,770$ 93,030$ TOTAL:93,030$ FEE SUMMARYEXHIBIT C66th and L Storm Sewer Replacement and Rehab EXHIBIT "D" HDR TERMS AND CONDITIONS 1 (5/2020) HDR Engineering, Inc. Terms and Conditions for Floodplain, Dams and Levee Professional Services 1. STANDARD OF PERFORMANCE Notwithstanding any other provision of any contract term between the ENGINEER and the OWNER, the standard of care for all professional engineering, consulting and related services performed or furnished by ENGINEER and its employees under this Agreement will be the care and skill ordinarily used by members of ENGINEER’s profession practicing under the same or similar circumstances at the same time and in the same locality. ENGINEER makes no warranties, express or implied, under this Agreement or otherwise, in connection with ENGINEER’s services. ENGINEER and OWNER agree that no other party is an intended or unintended third-party beneficiary of this contract, and that ENGINEER’s duties run solely to OWNER. 2. INSURANCE/INDEMNITY ENGINEER agrees to procure and maintain, at its expense, Workers' Compensation insurance as required by statute; Employer's Liability of $250,000; Automobile Liability insurance of $1,000,000 combined single limit for bodily injury and property damage covering all vehicles, including hired vehicles, owned and non-owned vehicles; Commercial General Liability insurance of $1,000,000 combined single limit for personal injury and property damage; and Professional Liability insurance of $1,000,000 per claim for protection against claims arising out of the performance of services under this Agreement caused by negligent acts, errors, or omissions for which ENGINEER is legally liable. OWNER shall be made an additional insured on Commercial General and Automobile Liability insurance policies and certificates of insurance will be furnished to the OWNER. ENGINEER agrees to indemnify OWNER for third party personal injury and property damage claims to the extent caused by ENGINEER's negligent acts, errors or omissions. However, neither Party to this Agreement shall be liable to the other Party for any special, incidental, indirect, or consequential damages (including but not limited loss of use or opportunity; loss of good will; cost of substitute facilities, goods, or services; cost of capital; and/or fines or penalties), to loss of profits or revenue arising out of, resulting from, or in any way related to the project or the Agreement from any cause or causes, including but not limited to any such damages caused by the negligence, errors or omissions, strict liability or breach of contract. 3. OPINIONS OF PROBABLE COST (COST ESTIMATES) Any opinions of probable project cost or probable construction cost provided by ENGINEER are made on the basis of information available to ENGINEER and on the basis of ENGINEER's experience and qualifications, and represents its judgment as an experienced and qualified professional engineer. However, since ENGINEER has no control over the cost of labor, materials, equipment or services furnished by others, or over the contractor(s') methods of determining prices, or over competitive bidding or market conditions, ENGINEER does not guarantee that proposals, bids or actual project or construction cost will not vary from opinions of probable cost ENGINEER prepares. 4. CONSTRUCTION PROCEDURES ENGINEER's observation or monitoring portions of the work performed under construction contracts shall not relieve the contractor from its responsibility for performing work in accordance with applicable contract documents. ENGINEER shall not control or have charge of, and shall not be responsible for, construction means, methods, techniques, sequences, procedures of construction, health or safety programs or precautions connected with the work and shall not manage, supervise, control or have charge of construction. ENGINEER shall not be responsible for the acts or omissions of the contractor or other parties on the project. ENGINEER shall be entitled to review all construction contract documents and to require that no provisions extend the duties or liabilities of ENGINEER beyond those set forth in this Agreement. OWNER agrees to include ENGINEER as an indemnified party in OWNER’s construction contracts for the work, which shall protect ENGINEER to the same degree as OWNER. Further, OWNER agrees that ENGINEER shall be listed as an additional insured under the construction contractor’s liability insurance policies. 5. CONTROLLING LAW This Agreement is to be governed by the law of the state where ENGINEER's services are performed. 6. OWNER-PROVIDED SERVICES AND INFORMATION OWNER will provide all criteria and information pertaining to the project in OWNER’s possession, and any requirements or budgetary limitations. The OWNER agrees to bear full responsibility for the technical accuracy and content of OWNER-furnished documents, information and services. In performing services hereunder, it is understood by OWNER that ENGINEER is not engaged in rendering any type of legal, insurance or accounting services, opinions or advice. Further, it is the OWNER’s sole responsibility to obtain the advice of an attorney, insurance counselor or accountant to protect the OWNER’s legal and financial interests. 7. SUCCESSORS AND ASSIGNS OWNER and ENGINEER, respectively, bind themselves, their partners, successors, assigns, and legal representatives to the covenants of this Agreement. Neither OWNER nor ENGINEER will assign, sublet, or transfer any interest in this Agreement or claims arising therefrom without the written consent of the other. 8. RE-USE OF DOCUMENTS All documents, including all reports, drawings, specifications, computer software or other items prepared or furnished by ENGINEER pursuant to this Agreement, are instruments of service with respect to the project. ENGINEER retains ownership of all such documents. OWNER may retain copies of the documents for its information and reference in connection with the project; however, none of the documents are intended or represented to be suitable for reuse by OWNER or others on extensions of the project or on any other project. Any reuse without written verification or adaptation by ENGINEER for the specific purpose intended will be at OWNER's sole risk and without liability or legal exposure to ENGINEER, and OWNER will defend, indemnify and hold harmless ENGINEER from all claims, damages, losses and expenses, including attorney's fees, arising or resulting therefrom. Any such verification or adaptation will entitle ENGINEER to further compensation at rates to be agreed upon by OWNER and ENGINEER. 9. TERMINATION OF AGREEMENT OWNER or ENGINEER may terminate the Agreement, in whole or in part, by giving seven (7) days written notice, if the other party substantially fails to fulfill its obligations under the Agreement through no fault of the terminating party. Where the method of payment is "lump sum," or cost reimbursement, the final invoice will include all services and expenses associated with the project up to the effective date of termination. An equitable adjustment shall also be made to provide for termination settlement costs ENGINEER incurs as a result of commitments that had become firm before termination, and for a reasonable profit for services performed. 10. SEVERABILITY If any provision of this agreement is held invalid or unenforceable, the remaining provisions shall be valid and binding upon the parties. One or more waivers by either party of any provision, term or condition shall not be construed by the other party as a waiver of any subsequent breach of the same provision, term or condition. 11. INVOICES ENGINEER will submit monthly invoices for services rendered and OWNER will make prompt payments in response to ENGINEER's invoices. ENGINEER will retain receipts for reimbursable expenses in general accordance with Internal Revenue Service rules pertaining to the support of expenditures for income tax purposes. Receipts will be available for inspection by OWNER's auditors upon request. If OWNER disputes any items in ENGINEER's invoice for any reason, including the lack of supporting documentation, OWNER may temporarily delete the disputed item and pay the remaining amount of the invoice. OWNER will promptly notify ENGINEER of the dispute and request clarification and/or correction. After any dispute has been settled, ENGINEER will include the disputed item on a subsequent, regularly scheduled invoice, or on a special invoice for the disputed item only. OWNER recognizes that late payment of invoices results in extra expenses for ENGINEER. ENGINEER retains the right to assess OWNER interest at the rate of one percent (1%) per month, but not to exceed the maximum rate allowed by law, on invoices which are not paid within thirty (30) days Terms & Conditions for Floodplain, Dams and Levee Professional Services 2 (5/2020) from the date of the invoice. In the event undisputed portions of ENGINEER's invoices are not paid when due, ENGINEER also reserves the right, after seven (7) days prior written notice, to suspend the performance of its services under this Agreement until all past due amounts have been paid in full. 12. CHANGES The parties agree that no change or modification to this Agreement, or any attachments hereto, shall have any force or effect unless the change is reduced to writing, dated, and made part of this Agreement. The execution of the change shall be authorized and signed in the same manner as this Agreement. Adjustments in the period of services and in compensation shall be in accordance with applicable paragraphs and sections of this Agreement. Any proposed fees by ENGINEER are estimates to perform the services required to complete the project as ENGINEER understands it to be defined. For those projects involving conceptual or process development services, activities often are not fully definable in the initial planning. In any event, as the project progresses, the facts developed may dictate a change in the services to be performed, which may alter the scope. ENGINEER will inform OWNER of such situations so that changes in scope and adjustments to the time of performance and compensation can be made as required. If such change, additional services, or suspension of services results in an increase or decrease in the cost of or time required for performance of the services, an equitable adjustment shall be made, and the Agreement modified accordingly. 13. CONTROLLING AGREEMENT These Terms and Conditions shall take precedence over any inconsistent or contradictory provisions contained in any proposal, purchase order, requisition, notice-to-proceed, or like document. In resolving inconsistent or contradictory provisions between this Agreement and any other document or understanding, the terms of these Terms and Conditions shall control. 14. EQUAL EMPLOYMENT AND NONDISCRIMINATION In connection with the services under this Agreement, ENGINEER agrees to comply with the applicable provisions of federal and state Equal Employment Opportunity for individuals based on color, religion, sex, or national origin, or disabled veteran, recently separated veteran, other protected veteran and armed forces service medal veteran status, disabilities under provisions of executive order 11246, and other employment, statutes and regulations, as stated in Title 41 Part 60 of the Code of Federal Regulations § 60-1.4 (a-f), § 60-300.5 (a-e), § 60-741 (a- e). 15. CERTIFICATIONS The use of the word “certify” or “certification” by a registered professional engineer in the practice of professional engineering or land surveying constitutes an expression of professional opinion regarding those facts or findings which are the subject of the certification, and does not constitute a warranty or guarantee, either expressed or implied. Certification of analyses is a statement that the analyses have been performed correctly and in accordance with sound engineering practices. Certification of structural works is a statement that the works are designed in accordance with sound engineering practices and OWNER approved design loads. Certification of “as built”' conditions is a statement that the structure(s) has been built according to specifically identified drawings, specifications and contract documents to the extent the structure(s) is readily observable, is in place, and is fully functioning. The definition and legal effect of any and all certifications shall be limited as stated herein. 16. EXECUTION This Agreement, including the exhibits and schedules made part hereof, constitute the entire Agreement between ENGINEER and OWNER, supersedes and controls over all prior written or oral understandings. This Agreement may be amended, supplemented or modified only by a written instrument duly executed by the parties. 17. ALLOCATION OF RISK OWNER AND ENGINEER HAVE EVALUATED THE RISKS AND REWARDS ASSOCIATED WITH THIS PROJECT, INCLUDING ENGINEER’S FEE RELATIVE TO THE RISKS ASSUMED, AND AGREE TO ALLOCATE CERTAIN OF THE RISKS, SO, TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF ENGINEER (AND ITS RELATED CORPORATIONS, SUBCONSULTANTS AND EMPLOYEES) TO OWNER AND THIRD PARTIES GRANTED RELIANCE IS LIMITED TO THE LESSER OF $1,000,000 OR ITS FEE, FOR ANY AND ALL INJURIES, DAMAGES, CLAIMS, LOSSES, OR EXPENSES (INCLUDING ATTORNEY AND EXPERT FEES) ARISING OUT OF ENGINEER’S SERVICES OR THIS AGREEMENT REGARDLESS OF CAUSE(S) OR THE THEORY OF LIABILITY, INCLUDING NEGLIGENCE, INDEMNITY, OR OTHER RECOVERY. 18. LITIGATION SUPPORT In the event ENGINEER is required to respond to a subpoena, government inquiry or other legal process related to the services in connection with a legal or dispute resolution proceeding to which ENGINEER is not a party, OWNER shall reimburse ENGINEER for reasonable costs in responding and compensate ENGINEER at its then standard rates for engineering services when gathering information and documents and shall pay ENGINEER its standard rates for providing expert witness services when attending depositions, hearings, and trial. If ENGINEER is made a party to any litigation concerning OWNER’s flood control structures, OWNER shall reimburse ENGINEER for all costs of defense pending a final determination of ENGINEER’s professional liability. If ENGINEER is found by a court of competent jurisdiction to have been negligent, ENGINEER shall reimburse OWNER the costs of defense paid by OWNER, and shall satisfy any judgment up to ENGINEER’s limitation of liability. Any amount in excess of ENGINEER’s limitation of liability shall be paid by OWNER. 19. MAINTENANCE OF STRUCTURES AND SYSTEMS OWNER agrees that structures and systems studied, reviewed, analyzed or designed by the ENGINEER are dependent upon OWNER’s continued operation and maintenance of the project structures and systems in accordance with all permits, laws and regulations that permit the construction and operation of the structures and systems, including any Engineer prepared operations and maintenance plans. Should OWNER fail to maintain the structures to be in full compliance with permits, approvals, and operations and maintenance plans, ENGINEER shall have no liability to OWNER, and OWNER shall indemnify, release and hold ENGINEER and its employees harmless from any liability resulting from any direct or consequential damage resulting from such non-compliance, including but not limited to claims made by third-parties against ENGINEER. 20. VISUAL INSPECTIONS For visual inspections, OWNER hereby releases, holds harmless, indemnifies and agrees to defend ENGINEER against any claims, damages, losses, liabilities, expenses or costs arising out of any failure to detect hidden, covered, inaccessible, or internal structural or material defects, corrosion, or damages in components, embedment, reinforcing, anchorages and parts of equipment, structures, or mechanisms being inspected, that are not readily discernible by external visual inspection through reasonable efforts. 21. DESIGN CRITERIA DISCLAIMER Prevailing science and understanding of natural forces including, but not limited to, flood, rain, temperature, earthquakes and wind indicates a dynamic and non-stationary system of potential loads. OWNER acknowledges and accepts all liability for the selection of appropriate return intervals and selection of extreme natural events for the use in the design of the dam, levee or flood control system. OWNER acknowledges they have taken into account the impacts of the various natural events when selecting the design criteria for the project. 22. FORCE MAJEURE ENGINEER shall not be responsible for delays caused by factors beyond ENGINEER’s reasonable control, including but not limited to delays because of strikes, lockouts, work slowdowns or stoppages, government ordered industry shutdowns, power or server outages, acts of nature, widespread infectious disease outbreaks (including, but not limited to epidemics and pandemics), failure of any governmental or other regulatory authority to act in a timely manner, failure of the OWNER to furnish timely information or approve or disapprove of ENGINEER’s services or work product, or delays caused by faulty performance by the OWNER’s or by contractors of any level or any other events or circumstances not within the reasonable control of the party affected, whether similar or dissimilar to any of the foregoing. When such delays beyond ENGINEER’s reasonable control occur, the OWNER agrees that ENGINEER shall not be responsible for damages, nor shall ENGINEER be deemed in default of this Agreement, and the parties will negotiate an equitable adjustment to ENGINEER’s schedule and/or compensation if impacted by the force majeure event or condition.