2056 RESOLUTION NO. �C75C:;)
A RESOLUTION APPROVING THE SELECTION OF AN
ENGINEERING FIRM AND APPROVING AN AGREEMENT FOR A
SEWER SYSTEM ANALYSIS OF WMU BASIN NUMBER 8,AND FOR
OTHER PURPOSES.
WHEREAS, Arkansas Code Annotated Section 19-11-801, et seq., provides the
procedure for the selection and negotiation of contracts for professional services, including
professional engineering services; and
WHEREAS, competitive bidding for the procurement of professional engineering
services is prohibited; and
WHEREAS, the City of West Memphis and that West Memphis Utility Commission are
in need of an inflow/infiltration analysis of West Memphis Utility basin number 8; and
WHEREAS, the West Memphis Utility Commission has reviewed and evaluated the
current statements of qualifications and performance data on file, selected the required number of
firms and negotiated a contract with the firm considered the best qualified and capable of
performing the desired work, that being Fisher& Arnold, Inc.;
NOW,THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF WEST MEMPHIS,ARKANSAS, that the selection of Fisher&Arnold. Inc.,to
provide engineering services to the City of West Memphis for a sewer system analysis of West
Memphis Utility basin number 8 is hereby approved and the Mayor and the City Clerk are hereby
authorized to execute the necessary contracts on behalf of he City of West Memphis for the
professional services to be provided by Fisher& Arnold, Inc.
ADOPTED this (%t day of /h�y 2014.
William H. Johnson, ayor
ATTEST:
Phillip Para, City Clerk RECEIVED
City Clerk's Office
Date/Time oaf : ,sem
AGREEMENT FOR ENGINEERING SERVICES FOR
A SEWER SYSTEM ANALYSIS OF WMU BASIN NO. 8
FOR THE CITY OF WEST MEMPHIS,ARKANSAS
THIS AGREEMENT made this day of , 2014, by and between the CITY
OF WEST MEMPHIS, ARKANSAS, a municipal corporation, hereinafter called the OWNER,
and FISHER&ARNOLD, INC., a Tennessee corporation, hereinafter called the ENGINEER.
WITNESSETH,that the OWNER desires to determine existing sewer flow
characteristics of their Basin Number 8 and use this information to study,plan and
implement future sewer system rehabilitation work; and
WITNESSETH, that the Project is to be located in West Memphis, AR and that the West
Memphis Utility Commission has the responsibility to operate and maintain those sewer lines to
be studied; and
WITNESSETH, that the OWNER wishes to employ the ENGINEER to provide the
engineering services in connection with this work.
FOR AND IN CONSIDERATION of the covenants contained herein, the OWNER
hereby retains the ENGINEER to perform the services described hereinafter and the ENGINEER
agrees to perform such work for the consideration enumerated.
NOW,THEREFORE,the OWNER and the ENGINEER, for the consideration
hereinafter named, agree to the following:
(1) SCOPE OF WORK
(a) Field Investigative Services
The ENGINEER agrees to perform the engineering services necessary to assist
the OWNER with installing and collecting data from flow meters, installing and
collecting data from rain gauges, inspecting sanitary sewer manhole structures,
smoke testing of existing sanitary sewers, performing dyed water testing and
performing closed circuit television inspections of existing sanitary sewer lines
and to also perform necessary public relations and notifications to residents living
in the project area as necessary prior to and during all field investigative services.
(b) Data Analysis, Report of Findings and Recommendations
The ENGINEER agrees to perform all necessary project administration, attend
periodic progress meetings with OWNER, manage field crews, analyze all
collected field data generated from flow monitors, rain gauges, smoke testing,
dyed water flooding, closed circuit television inspections and develop a Report of
Findings and Recommendations for rehabilitation of existing sanitary sewer lines
inspected during this project.
(c) ENGINEER has and will undertake no obligations, commitments, or impediments
of any kind that will limit or prevent its performance of the Services, loyally,
according to the OWNER's best interests. In case of any conflict between interests
of OWNER and any other entity, ENGINEER shall fully and immediately
disclose the issue to OWNER and, without OWNER's express approval, shall take
no action contrary to OWNER's interests.
(d) ENGINEER's Services under this AGREEMENT shall be of at least the standard
and quality prevailing among recognized professionals of expert knowledge and
skill engaged in the ENGINEER's same profession under the same or similar
circumstances.
(e) As applicable state and federal laws may require, ENGINEER will assign only
persons duly licensed and registered to do work under this AGREEMENT.
(2) OWNER'S RESPONSIBILITIES
(a) The OWNER will furnish access to all lands required.
(b) The OWNER will furnish any records as may be available.
(c) The OWNER will furnish plans of existing facilities.
(3) COMPENSATION
The OWNER agrees to pay the ENGINEER for the work performed as detailed in
Paragraphs (l)(a)(b) above an amount not to exceed Three Hundred Seventy Four
Thousand Seven Hundred Fifty and 00/100 ($374,750.00) Dollars. The ENGINEER shall
present the OWNER with invoices on a monthly basis and the OWNER shall promptly
pay the ENGINEER within thirty(30) days of receipt of each invoice.
(4) OWNERSHIP OF DOCUMENTS AND OTHER MATERIALS
All drawings, specifications, computations, sketches, test data, survey results, renderings,
models, and other materials peculiar to the Services of ENGINEER under this
AGREEMENT are property of OWNER, for its exclusive use and re-use at any time
without further compensation and without any restrictions. ENGINEER shall treat all
such material and information as confidential, and ENGINEER shall neither use any such
material or information or copies on other work nor disclose such material or information
to any other party without OWNER's prior written approval. Upon completion of
Services, or at such other time as the OWNER requires, ENGINEER shall deliver to the
OWNER a complete, reproducible set of all such materials. For copyright ownership
under the Federal Copyright Act, ENGINEER conveys to OWNER and waives all rights,
title and interest to all such materials in written, electronic or other form,prepared under
this AGREEMENT. OWNER shall have worldwide reprint and reproduction rights in all
forms and in all media, free of any claims by the ENGINEER or its consultants and
subcontractors. The OWNER's rights, granted above, in drawing details, designs and
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specifications that are ENGINEER's standard documents for similar projects, and in
ENGINEER's databases, computer software and other intellectual property developed,
used or modified in performing Services under this AGREEMENT are not exclusive, but
joint rights, freely exercisable by either the OWNER or the ENGINEER.
All design documents, including drawings, specifications, and computer software
prepared by ENGINEER according to this AGREEMENT comprise ENGINEER's design
for a specific Project. Neither party intends or represents them as suitable for reuse, by
OWNER or others, as designs for extension of that same Project or for any other project.
Any such reuse without prior written verification or adaptation by ENGINEER for the
specific purpose intended will be at user's sole risk and without liability or legal exposure
to ENGINEER.
(5) INSURANCE
ENGINEER shall, at its own costs, secure and continuously maintain the minimum
insurance coverages listed below, with forms and insurers acceptable to OWNER. For
any claims-made policy, ENGINEER shall include the necessary retroactive dates and
extended reporting periods to maintain continuous coverage.
(a) Professional Liability/Errors and Omissions for at least $1,000,000;
(b) Workers'Compensation according to the Workers' Compensation Act of the State
of Arkansas;
(c) Comprehensive Automobile Liability with minimum limits for bodily injury and
property damage coverage of at least the liability limits required under Arkansas
law.
(6) INDEMNIFICATION
To the fullest extent permitted by law, the ENGINEER and its agents, principals,
officers,partners, employees, and subcontractors ("Indemnitors") shall and do agree to
indemnify,protect, and hold harmless the OWNER, its officers, employees, and agents
("Indemnitees") from all claims, damages, losses, liens, causes of actions, suits,
judgments, and expenses (including attorneys' fees), of any nature, kind, or description
("Liabilities")by any third party arising out of, caused by, or resulting from any Services
under this AGREEMENT if such Liabilities are: (1)attributable to bodily injury,
personal injury, sickness, disease, or death of any person, or to the injury or destruction
of any tangible property(including resulting loss of use or consequential damages) and
(2) caused, in whole or in part, by any error, omission or negligent act of the
ENGINEER, anyone directly or indirectly employed by it, or anyone for whose acts
ENGINEER may be liable.
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(7) INDEPENDENT CONTRACTOR
ENGINEER shall perform all Services under this AGREEMENT as an independent
contractor, and not as an agent or employee of OWNER.No employee or official of
OWNER shall supervise ENGINEER. ENGINEER shall exercise no supervision over
any employee or official of OWNER. ENGINEER shall not represent that it is an
employee or agent of the OWNER in any capacity.
(8) DESIGNATED REPRESENTATIVES
The services to be performed by the ENGINEER under this AGREEMENT are intended
solely for the benefit of the OWNER.Nothing contained herein shall confer any rights
upon or create any duties on the part of the ENGINEER toward any person or persons not
a party to this AGREEMENT including, but not limited to, any construction contractor,
construction subcontractor, material or equipment supplier, or sureties of any them.
The designated representative of the OWNER empowered to receive all correspondence
from the ENGINEER and give the ENGINEER instructions within the scope of this
AGREEMENT will be:
Josh Grabowski
Water Superintendent
West Memphis Utility Commission
P.O. Box 1868
West Memphis, AR 72301
(870) 735-3355
The designated representative of the ENGINEER empowered to receive all
correspondence, instructions and payments from the OWNER and to speak for the
ENGINEER within the scope of this AGREEMENT will be:
Tim Verner, P.E.
Vice President
Fisher& Arnold, Inc.
9180 Crestwyn Hills Drive
Memphis, Tennessee 38125
(901) 748-1811
(9) TERMINATION BY OWNER
The OWNER may terminate this AGREEMENT for its convenience upon ten (10) days
written notice to the ENGINEER by payment to the ENGINEER based on the Fees listed
in Paragraphs (3) for any and all work performed by the ENGINEER for the
OWNER up to the date of termination.
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(10) DISPUTE RESOLUTION
In the event of a dispute arising out of or relating to this AGREEMENT or the services to
be rendered hereunder,the OWNER and ENGINEER agree to attempt to resolve disputes
in the following manner:
(a) First, each party agrees to attempt to resolve such disputes through direct
negotiations between the appropriate representatives of each party.
(b) Second, if direct negotiations fail to resolve the dispute then either or both parties
may exercise their rights under law in a court of competent jurisdiction.
This AGREEMENT shall be construed in accordance with the laws of the State of
Arkansas. The exclusive venue for enforcement of this AGREEMENT is Crittenden
County, Arkansas.
The OWNER and the ENGINEER hereby agree to the full performance of the covenants
contained herein.
IN WITNESS WHEREOF, they have executed this AGREEMENT the day and year
first written above.
ENGINEER: OWNER:
FISHER& ARNOLD, INC. CITY OF WEST MEMPHIS,ARKANSAS
BY: BY:
Tim Verner, P.E. William H. Johnson
Vice-President Mayor
ATTEST: ATTEST:
BY:
Stan Moore, P.E. P)lfip Para
Vice-President City Clerk
APPROVED AS TO FORM AND
LEGALITY:
David Pee es
City Atto ey
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